<PAGE>
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                            TRANS WORLD GAMING CORP.
                      TRANS WORLD GAMING OF LOUISIANA, INC.
                                     Issuer

                                       and

                  U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee


                                    INDENTURE

                        Dated as of November 1, 1996


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

                                   $4,800,000

                   12% Secured Convertible Senior Bonds Due 1999



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<PAGE>

                              CROSS-REFERENCE SHEET

          Provisions of the Trust Indenture Act of 1939 and Indenture to be
dated as of  November 1, 1996 between Trans World Gaming Corp., Trans World
Gaming of Louisiana, Inc. and U.S. Trust Company of Texas, N.A., not in its
individual capacity but solely as trustee (the "Trustee"), providing for 12%
Secured Convertible Senior Bonds Due 1999:

SECTION OF THE ACT                      SECTION OF INDENTURE

310(a)(1), (2) and (5) . . . . . . .             6.9
310(a)(3) and (4)  . . . . . . . . .             Inapplicable
310(b) . . . . . . . . . . . . . . .             6.8, 6.10 and 11.4
310(c) . . . . . . . . . . . . . . .             Inapplicable
311(a) . . . . . . . . . . . . . . .             6.13(a) and (c)(1) and (2)
311(b) . . . . . . . . . . . . . . .             6.13(b)
311(c) . . . . . . . . . . . . . . .             Inapplicable
312(a) . . . . . . . . . . . . . . .             4.1 and 4.2(a)
312(b) . . . . . . . . . . . . . . .             4.2(a) and (b)
312(c) . . . . . . . . . . . . . . .             4.2(c)
313(a) . . . . . . . . . . . . . . .             4.4
313(b)(1)  . . . . . . . . . . . . .             4.4
313(b)(2)  . . . . . . . . . . . . .             4.4
313(c) . . . . . . . . . . . . . . .             4.4 and 11.4
313(d) . . . . . . . . . . . . . . .             4.4
314(a) . . . . . . . . . . . . . . .             4.3 and 11.4
314(b) . . . . . . . . . . . . . . .             14.3
314(c) . . . . . . . . . . . . . . .             11.5
314(d) . . . . . . . . . . . . . . .             14.3
314(e) . . . . . . . . . . . . . . .             11.5
314(f) . . . . . . . . . . . . . . .             Inapplicable
315(a), (c) and (d)  . . . . . . . .             6.1
315(b) . . . . . . . . . . . . . . .             5.11 and 11.4
315(e) . . . . . . . . . . . . . . .             5.12
316(a)(1)  . . . . . . . . . . . . .             5.9 and 5.10
316(a)(2)  . . . . . . . . . . . . .             Inapplicable
316(a) (last sentence) . . . . . . .             7.4
316(b) . . . . . . . . . . . . . . .             5.7
317(a) . . . . . . . . . . . . . . .             5.2
317(b) . . . . . . . . . . . . . . .             3.4(a) and (b)
318(a) . . . . . . . . . . . . . . .             11.7


                                       -i-

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE 1   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
     SECTION 1.1  Certain Terms Defined. . . . . . . . . . . . . . . . . . .   8

ARTICLE 2   ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES. . . . . .  13
     SECTION 2.1  Authentication and Delivery of Securities. . . . . . . . .  13
     SECTION 2.2  Execution of Securities. . . . . . . . . . . . . . . . . .  13
     SECTION 2.3  Certificate of Authentication. . . . . . . . . . . . . . .  14
     SECTION 2.4  Form, Denomination and Date of Securities; Payments of
                  Interest in Cash and in Additional Securities. . . . . . .  14
     SECTION 2.5  Registration, Transfer and Exchange. . . . . . . . . . . .  15
     SECTION 2.6  Mutilated, Defaced, Destroyed, Lost and Stolen
                  Securities . . . . . . . . . . . . . . . . . . . . . . . .  16
     SECTION 2.7  Cancellation of Securities; Destruction Thereof. . . . . .  17
     SECTION 2.8  Temporary Securities . . . . . . . . . . . . . . . . . . .  17

ARTICLE 3   COVENANTS OF THE ISSUER. . . . . . . . . . . . . . . . . . . . .  17
     SECTION 3.1  Payment of Principal and Interest. . . . . . . . . . . . .  17
     SECTION 3.2  Offices for Payments, Etc. . . . . . . . . . . . . . . . .  18
     SECTION 3.3  Appointment To Fill a Vacancy in Office of Trustee . . . .  18
     SECTION 3.4  Paying Agents. . . . . . . . . . . . . . . . . . . . . . .  18
     SECTION 3.5  Officers' Certificates as to Default and as to
                  Compliance . . . . . . . . . . . . . . . . . . . . . . . .  19
     SECTION 3.6  Maintenance of Properties, Etc.. . . . . . . . . . . . . .  19
     SECTION 3.7  Indebtedness . . . . . . . . . . . . . . . . . . . . . . .  20
     SECTION 3.8  Books. . . . . . . . . . . . . . . . . . . . . . . . . . .  20
     SECTION 3.9  Guarantees . . . . . . . . . . . . . . . . . . . . . . . .  20
     SECTION 3.10  Distributions . . . . . . . . . . . . . . . . . . . . . .  20
     SECTION 3.11  Disposition of Assets . . . . . . . . . . . . . . . . . .  20
     SECTION 3.12  Other Indebtedness. . . . . . . . . . . . . . . . . . . .  21
     SECTION 3.13  Waiver of Stay, Extension or Usury Laws . . . . . . . . .  21

ARTICLE 4   SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND
            THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     SECTION 4.1  Issuer To Furnish Trustee Information as to Names and
                  Addresses of Securityholders . . . . . . . . . . . . . . .  22
     SECTION 4.2  Preservation and Disclosure of Securityholders' Lists. . .  22
     SECTION 4.3  Reports by the Issuer. . . . . . . . . . . . . . . . . . .  23
     SECTION 4.4  Reports by the Trustee . . . . . . . . . . . . . . . . . .  24


                                      -ii-

<PAGE>

                                                                            PAGE
                                                                            ----

ARTICLE 5   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
            OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
     SECTION 5.1  Event of Default Defined; Acceleration of Maturity;
                  Waiver of Default. . . . . . . . . . . . . . . . . . . . .  24
     SECTION 5.2  Collection of Indebtedness by Trustee; Trustee May Prove
                  Indebtedness . . . . . . . . . . . . . . . . . . . . . . .  27
     SECTION 5.3  Application of Proceeds. . . . . . . . . . . . . . . . . .  29
     SECTION 5.4  Suits for Enforcement. . . . . . . . . . . . . . . . . . .  29
     SECTION 5.5  Restoration of Rights on Abandonment of Proceedings. . . .  30
     SECTION 5.6  Limitations on Suits by Securityholders. . . . . . . . . .  30
     SECTION 5.7  Unconditional Right of Securityholders To Institute
                  Certain Suits. . . . . . . . . . . . . . . . . . . . . . .  30
     SECTION 5.8  Powers and Remedies Cumulative; Delay or Omission Not
                  Waiver of Default. . . . . . . . . . . . . . . . . . . . .  31
     SECTION 5.9  Control by Securityholders . . . . . . . . . . . . . . . .  31
     SECTION 5.10  Waiver of Past Defaults . . . . . . . . . . . . . . . . .  31
     SECTION 5.11  Trustee to Give Notice of Default, But May Withhold in
                   Certain Circumstances . . . . . . . . . . . . . . . . . .  32
     SECTION 5.12  Right of Court To Require Filing of Undertaking To Pay
                   Costs . . . . . . . . . . . . . . . . . . . . . . . . . .  32

ARTICLE 6   CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . . .  33
     SECTION 6.1  Duties and Responsibilities of the Trustee; During
                  Default; Prior to Default. . . . . . . . . . . . . . . . .  33
     SECTION 6.2  Certain Rights of the Trustee. . . . . . . . . . . . . . .  34
     SECTION 6.3  Trustee Not Responsible for Recitals, Disposition of
                  Securities or Application of Proceeds Thereof. . . . . . .  35
     SECTION 6.4  Trustee and Agents May Hold Securities;
                  Collections, Etc.. . . . . . . . . . . . . . . . . . . . .  35
     SECTION 6.5  Moneys Held by Trustee . . . . . . . . . . . . . . . . . .  36
     SECTION 6.6  Compensation and Indemnification of Trustee and Its Prior
                  Claim. . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     SECTION 6.7  Right of Trustee to Rely on Officers' Certificate, Etc.. .  36
     SECTION 6.8  Qualification of Trustee; Conflicting Interests. . . . . .  37
     SECTION 6.9  Persons Eligible for Appointment as Trustee. . . . . . . .  37
     SECTION 6.10  Resignation and Removal; Appointment of Successor
                   Trustee . . . . . . . . . . . . . . . . . . . . . . . . .  37
     SECTION 6.11  Acceptance of Appointment by Successor Trustee. . . . . .  38
     SECTION 6.12  Merger, Conversion, Consolidation or Succession to
                   Business of Trustee . . . . . . . . . . . . . . . . . . .  39
     SECTION 6.13  Preferential Collection of Claims Against the Issuer. . .  39
     SECTION 6.14  Trust Estate May be Vested in Co-Trustee or in a
                   Sub-Trust . . . . . . . . . . . . . . . . . . . . . . . .  39


                                      -iii-

<PAGE>

                                                                            PAGE
                                                                            ----

ARTICLE 7   CONCERNING THE SECURITYHOLDERS . . . . . . . . . . . . . . . . .  42
     SECTION 7.1  Evidence of Action Taken by Securityholders. . . . . . . .  42
     SECTION 7.2  Proof of Execution of Instruments and of Holding of
                  Securities . . . . . . . . . . . . . . . . . . . . . . . .  42
     SECTION 7.3  Holders To Be Treated as Owners. . . . . . . . . . . . . .  42
     SECTION 7.4  Securities Owned by Issuer Deemed Not Outstanding. . . . .  42
     SECTION 7.5  Right of Revocation of Action Taken. . . . . . . . . . . .  43

ARTICLE 8   SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . .  43
     SECTION 8.1  Supplemental Indentures Without Consent of
                  Securityholders. . . . . . . . . . . . . . . . . . . . . .  43
     SECTION 8.2  Supplemental Indentures with Consent of Securityholders. .  44
     SECTION 8.3  Effect of Supplemental Indenture . . . . . . . . . . . . .  45
     SECTION 8.4  Documents To Be Given to Trustee . . . . . . . . . . . . .  46
     SECTION 8.5  Notation on Securities in Respect of Supplemental
                  Indentures . . . . . . . . . . . . . . . . . . . . . . . .  46

ARTICLE 9   NO CONSOLIDATION, MERGER, SALE OR CONVEYANCE . . . . . . . . . .  46

ARTICLE 10  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS. . . .  46
     SECTION 10.1  Satisfaction and Discharge of Indenture . . . . . . . . .  46
     SECTION 10.2  Defeasance and Discharge of Indenture . . . . . . . . . .  47
     SECTION 10.3  Defeasance of Certain Obligations . . . . . . . . . . . .  48
     SECTION 10.4  Application by Trustee of Funds Deposited for Payment of
                   Securities. . . . . . . . . . . . . . . . . . . . . . . .  49
     SECTION 10.5  Repayment of Moneys Held by Paying Agent. . . . . . . . .  50
     SECTION 10.6  Return of Moneys Held by Trustee and Paying Agent
                   Unclaimed for Two Years . . . . . . . . . . . . . . . . .  50
     SECTION 10.7  Reinstatement . . . . . . . . . . . . . . . . . . . . . .  50

ARTICLE 11  MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . .  51
     SECTION 11.1  Incorporators, Shareholders, Officers and Directors of
                   Issuer Exempt from Individual Liability . . . . . . . . .  51
     SECTION 11.2  Provisions of Indenture for the Sole Benefit of Parties
                   and Securityholders . . . . . . . . . . . . . . . . . . .  51
     SECTION 11.3  Successors and Assigns of Issuer Bound by Indenture . . .  51
     SECTION 11.4  Notices and Demands on Issuer, Trustee and
                   Securityholders . . . . . . . . . . . . . . . . . . . . .  51
     SECTION 11.5  Compliance Certificates and Opinions of Counsel;
                   Statements To Be Contained Therein. . . . . . . . . . . .  52
     SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays . . . . .  53
     SECTION 11.7  Conflict of Any Provision of Indenture with Trust
                   Indenture Act of 1939 . . . . . . . . . . . . . . . . . .  53


                                      -iv-

<PAGE>

                                                                            PAGE
                                                                            ----

     SECTION 11.8  New York Law To Govern. . . . . . . . . . . . . . . . . .  54
     SECTION 11.9  Counterparts. . . . . . . . . . . . . . . . . . . . . . .  54
     SECTION 11.10  Effect of Headings . . . . . . . . . . . . . . . . . . .  54

ARTICLE 12  REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . .  55
     SECTION 12.1  Right of Optional Redemption; Prices. . . . . . . . . . .  55
     SECTION 12.2  Notice of Redemption. . . . . . . . . . . . . . . . . . .  55
     SECTION 12.3  Payment of Securities Called for Redemption . . . . . . .  56
     SECTION 12.4  Exclusion of Certain Securities from Eligibility for
                   Selection for Redemption. . . . . . . . . . . . . . . . .  56

ARTICLE 13  CONVERSION . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
     SECTION 13.1  Conversion Privilege. . . . . . . . . . . . . . . . . . .  56
     SECTION 13.2  Conversion Procedure. . . . . . . . . . . . . . . . . . .  57
     SECTION 13.3  Fractional Shares . . . . . . . . . . . . . . . . . . . .  57
     SECTION 13.4  Taxes on Conversion . . . . . . . . . . . . . . . . . . .  57
     SECTION 13.5  TWG to Provide Stock. . . . . . . . . . . . . . . . . . .  58
     SECTION 13.6  Adjustment for Change in Capital Stock. . . . . . . . . .  58
     SECTION 13.7  Adjustment for Rights Issue . . . . . . . . . . . . . . .  59
     SECTION 13.8  Adjustment for Other Distributions. . . . . . . . . . . .  59
     SECTION 13.9  Current Market Price. . . . . . . . . . . . . . . . . . .  60
     SECTION 13.10  When Adjustment May Be Deferred. . . . . . . . . . . . .  60
     SECTION 13.11  When No Adjustment Required. . . . . . . . . . . . . . .  60
     SECTION 13.12  Notice of Adjustment . . . . . . . . . . . . . . . . . .  60
     SECTION 13.13  Voluntary Reduction. . . . . . . . . . . . . . . . . . .  61
     SECTION 13.14  Notice of Certain Transactions . . . . . . . . . . . . .  61
     SECTION 13.15  Trustee's Disclaimer . . . . . . . . . . . . . . . . . .  61
     SECTION 13.16  Registration Rights. . . . . . . . . . . . . . . . . . .  61
     SECTION 13.17  Indemnification by TWG . . . . . . . . . . . . . . . . .  62
     SECTION 13.18  Indemnification by Distributing Holder . . . . . . . . .  63
     SECTION 13.19  Notice . . . . . . . . . . . . . . . . . . . . . . . . .  63
     SECTION 13.20  Right to Elect to Assume Defense . . . . . . . . . . . .  64

ARTICLE 14  SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
     SECTION 14.1  Pledge and Security Interest. . . . . . . . . . . . . . .  64
     SECTION 14.2  Security for Obligation . . . . . . . . . . . . . . . . .  64
     SECTION 14.3  Perfection of Security Interest . . . . . . . . . . . . .  64
     SECTION 14.4  No Disposition of Collateral; Release of Lien of
                   Indenture . . . . . . . . . . . . . . . . . . . . . . . .  65
     SECTION 14.5  Other Liens . . . . . . . . . . . . . . . . . . . . . . .  65
     SECTION 14.6  Trustee Appointed Attorney-in-Fact. . . . . . . . . . . .  65


                                       -v-

<PAGE>

                                                                            PAGE
                                                                            ----

     SECTION 14.7  Return of Collateral. . . . . . . . . . . . . . . . . . .  65
     SECTION 14.8  Default Remedies. . . . . . . . . . . . . . . . . . . . .  65
     SECTION 14.9  Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .  65
     SECTION 14.10  Deficiency . . . . . . . . . . . . . . . . . . . . . . .  66
     SECTION 14.11  Trustee's Duties . . . . . . . . . . . . . . . . . . . .  66
     SECTION 14.12  Special Trustee Powers Due to Environmental Conditions .  66

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65


                                      -vi-

<PAGE>

          THIS INDENTURE, dated as of November 1, 1996 between Trans World
Gaming Corp, a Nevada corporation ("TWG"), and its wholly-owned subsidiary,
Trans World Gaming of Louisiana, Inc., a Louisiana corporation (collectively,
the "Issuer"), and U.S. Trust Company of Texas, N.A., a national banking
association, not in its individual capacity but solely as trustee (the
"Trustee"),


                              W I T N E S S E T H :

          WHEREAS, the Issuer has duly authorized the issue of its Secured
Convertible Senior Bonds Due 1999 (the "Securities"); and

          WHEREAS, the Securities and the Trustee's certificate of
authentication shall be in substantially the following form:


                           [FORM OF FACE OF SECURITY]

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
THAT SUCH REGISTRATION IS NOT REQUIRED.

No.                                                                  $

                            TRANS WORLD GAMING CORP.
                      TRANS WORLD GAMING OF LOUISIANA, INC.
                  12% Secured Convertible Senior Bond Due 1999
                               Date: June 30, 1996

          Trans World Gaming Corp., a Nevada corporation ("TWG"), and its
wholly-owned subsidiary, Trans World Gaming of Louisiana, Inc., a Louisiana
corporation (collectively, the "Issuer"), for value received hereby promise to
pay jointly and severally to                     , or registered assigns, the
principal sum of          Dollars at the Issuer's office or agency for said
purpose, on June 30, 1999, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest semi-annually on December 15 and
June 15 (each an "Interest Payment Date") of each year, commencing with
December 15, 1996, on said principal sum in like coin or currency at 12% per
annum at said office or agency from the most recent Interest Payment Date to
which interest on the Securities has been paid or duly provided for unless the
date hereof is a date to which interest on the Securities is paid or duly
provided for, in which case from the date of this Security, or unless no
interest has been paid or duly provided for on the Securities, in which case
from the date of issuance.

          The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security is registered at the close of business
on December 1 or June 1, whether or not a

<PAGE>

                                       -2-


Business Day (each an "Interest Record Date") next preceding such Interest
Payment Date, whether or not such day is a Business Day; PROVIDED that interest
may be paid, at the option of the Issuer, by mailing a check therefor payable to
the registered Holder entitled thereto at his last address as it appears on the
Security register.  Notwithstanding the foregoing, if the date hereof is after
an Interest Record Date and before the immediately following Interest Payment
Date, this Security shall bear interest from such Interest Payment Date;
PROVIDED that if the Issuer shall default in the payment of interest due on such
Interest Payment Date, then this Security shall bear interest at 18% per annum
from the next preceding Interest Payment Date to which interest on the
Securities has been paid or duly provided for, or, if no interest has been paid
or duly provided for on the Securities since the original issue date of this
Security, from such date.

          Interest on this Security will be calculated on the basis of a 360-day
year, consisting of twelve 30-day months.

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

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.

[Seal]                                  TRANS WORLD GAMING CORP.


                                        By:
                                           --------------------------------

                                        By:
                                           --------------------------------


                                        TRANS WORLD GAMING OF LOUISIANA, INC.


                                        By:
                                           --------------------------------

                                        By:
                                           --------------------------------

<PAGE>

                                       -3-


                          [FORM OF REVERSE OF SECURITY]

                            TRANS WORLD GAMING CORP.
                      TRANS WORLD GAMING OF LOUISIANA, INC.
                  12% Secured Convertible Senior Bond Due 1999

          This Security is one of a duly authorized issue of debt securities of
the Issuer, with an aggregate principal amount of $4,800,000, issued pursuant to
an indenture dated as of November 1, 1996, (the "Indenture"), duly executed and
delivered by the Issuer to U.S. Trust Company of Texas, N.A., as Trustee (herein
called the "Trustee"). Reference is hereby made to the Indenture and all
indentures supplemental thereto for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Issuer
and the Holders (the words "Holders" or "Holder" meaning the registered holders
or registered holder) of the Securities.  The Securities are general secured
obligations of the Issuer.  Capitalized terms used in this Security and not
defined herein shall have the meaning set forth in the Indenture.

          In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal and interest in respect of all of the
Securities then outstanding may be declared due and payable in the manner and
with the effect, and subject to the conditions, provided in the Indenture.  The
Indenture provides that the Holders of a majority in aggregate principal amount
of the Securities then outstanding, by notice to the Trustee, may on behalf of
the Holders of all of the Securities, waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or premium on, or the principal of,
the Securities or in respect of a covenant or provision that cannot be modified
or amended without the consent of all Holders of the Securities.  Any such
consent or waiver by the Holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Security and any Security which may be issued
in exchange or substitution therefor, whether or not any notation thereof is
made upon this Security or such other Securities.

          The Indenture permits the Issuer and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities; PROVIDED that no such supplemental indenture shall, without the
consent of each Holder affected thereby (with respect to any Securities held by
a non-consenting Securityholder) (i) reduce the principal amount of Securities
whose Holders must consent to an amendment, supplement or waiver, (ii) reduce
the principal of or change the fixed maturity of any Security or alter the
provisions with respect to the redemption of the Securities, (iii) reduce the
rate of or change the time for payment of interest on any Security, (iv) waive a
Default or

<PAGE>

                                       -4-


Event of Default in the payment of principal of or premium, if any, or interest
on the Securities (except a rescission of acceleration of the Securities by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Securities and a waiver of the payment default that resulted from
such acceleration), (v) make any Security payable in money other than that
stated in the Securities, (vi) make any change in the provisions of the
Indenture relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of or interest on the Securities,
(vii) waive a redemption payment with respect to any Security or (viii) make any
change in the foregoing amendment and waiver provisions.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligations of the Issuer, which
are absolute and unconditional, to pay the principal of and the interest on this
Security at the place, times, and rate, and in the currency, herein prescribed.

          The Securities are issuable only as registered Securities without
coupons.

          At the office or agency of the Issuer referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of Securities
of other authorized denominations.

          Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuer, a new Security or Securities
of authorized denominations, for a like aggregate principal amount, will be
issued to the transferee as provided in the Indenture.  No service charge shall
be made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

          As provided in the Indenture, the Securities may not be redeemed by
the Issuer except the Issuer may redeem the Securities in whole, but not in
part, within six months following a public offering by the Issuer of common
stock in which the gross proceeds to the Issuer are not less than $4,800,000,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Securities to be
redeemed, at a redemption price equal to 100% of the principal amount of the
Securities redeemed, together with accrued and unpaid interest to the date fixed
for redemption.

          Subject to payment by the Issuer of a sum sufficient to pay the amount
due upon redemption, interest on this Security shall cease to accrue upon the
date duly fixed for redemption of this Security.

          A holder of a Security may convert it into Common Stock of TWG at any
time before the close of business on June 30, 1999.  If the Security is called
for redemption, the holder may convert it at any time before the close of
business on the redemption date.  The initial conversion price is as follows,
subject to adjustment in certain events: $2.00 per share from

<PAGE>

                                       -5-


December 23, 1996 to June 30, 1997; $2.50 per share from July 1, 1997 to June
30, 1998; and $3.125 per share from July 1, 1998 to June 30, 1999.  To determine
the number of shares issuable upon conversion of a Security, divide the
principal amount to be converted by the conversion price in effect on the
conversion date.  On conversion no payment or adjustment for interest will be
made.  TWG will deliver a check for any fractional share.

          To convert a Security a holder must (1) complete and sign the
conversion notice on the back of the Security, (2) surrender the Security to a
Conversion Agent, (3) furnish appropriate endorsements and transfer documents if
required by the Registrar or Conversion Agent, and (4) pay any transfer or
similar tax if required.  A holder may convert a portion of a Security if the
portion is $1,000 or a whole multiple of $1,000.

          The conversion price will be adjusted for dividends or distributions
on Common Stock payable in TWG stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock at less than the current market price
at the time; distributions to such holders of assets or debt securities of TWG
or certain rights to purchase securities of TWG (excluding cash dividends or
distributions from current or retained earnings).  However, no adjustment need
be made if Securityholders may participate in the transaction or in certain
other cases.  TWG from time to time may voluntarily reduce the conversion price
for a period of time.

          The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Security (whether or not this Security shall be overdue and notwithstanding
any notation of ownership or other writing hereon made by anyone other than the
Issuer or the Trustee or any authorized agent of the Issuer or the Trustee), for
the purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and subject to the provisions on the face hereof, interest
hereon and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

          No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Security, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer,
employee or director, as such, past, present or future, of the Issuer or Trustee
or of any successor corporation, either directly or through the Issuer or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

          Customary abbreviations may be used in the name of a Securityholder 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).

<PAGE>

                                       -6-


          This Security shall not be valid or obligatory until the certificate
of authentication hereon shall have been duly signed by an authorized signatory
of the Trustee acting under the Indenture.

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

          This is one of the Securities described in the within-mentioned
Indenture.

Dated:


                                  U.S. Trust Company of Texas, N.A. , as Trustee



                                  By:
                                     --------------------------------
                                     Authorized Signatory

<PAGE>

                                       -7-


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

     I or we assign and transfer this Security 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 Security on the books of Issuer.  The agent may substitute another
to act for him.

                                CONVERSION NOTICE


To convert this Security into Common Stock of TWG, check the box:

                                       / /



To convert only part of this Security, state the amount: $______________

If you want the stock certificate made out in another person's name, fill in the
form below:

--------------------------------------------------------------------------------
(insert other person's soc. sec. or tax I.D. no.)

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

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

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

<PAGE>

                                       -8-


Date:
     -------------------------          -----------------------------------
                                        Your Signature

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


                                        Signature Guaranty

                                        -----------------------------------
                                        Notice: Signature must be guaranteed by
                                        an "Eligible Guarantor Institution" as
                                        defined by Securities Exchange Act
                                        Rule 17Ad-15.

(Sign exactly as your name appears on the other side of this Security)

          NOW, THEREFORE:

          In consideration of the premises and the purchases of the Securities
by the Holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective Holders from time to
time of the Securities as follows:

                                    ARTICLE 1

                                   DEFINITIONS

          SECTION 1.1  CERTAIN TERMS DEFINED.  The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this  Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.1.  All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939 or the definitions of which in the Securities Act of 1933, as amended, are
referred to in the Trust Indenture Act of 1939 (except as herein otherwise
expressly provided or unless the context otherwise requires) have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture.  The words "HEREIN," "HEREOF" and
"HEREUNDER" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision.  The terms
defined in this Article include the plural as well as the singular.

          "ACCELERATION DATE" has the meaning specified in Section 5.1.

          "ACCELERATION NOTICE" has the meaning specified in Section 5.1.

          "APPLICANTS" has the meaning specified in Section 4.2.

<PAGE>

                                       -9-


          "BOARD OF DIRECTORS" means the Board of Directors of the Issuer or any
committee of such Board duly authorized to act hereunder.

          "BUSINESS DAY" means a day which in the city (or in any of the cities,
if more than one) where amounts are payable in respect of the Securities, as
specified on the face of the form of Security recited above, or in the city in
which the Corporate Trust Office of the Trustee is located, is neither a legal
holiday nor a day on which banking institutions are required or authorized by
law or regulation to close.

          "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents (however designated) or corporate stock, whether
common or preferred, including, without limitation, partnership interests.

          "COLLATERAL AGREEMENTS" means any agreements executed by the Issuer
which are intended to create a Lien on any Collateral, including without
limitation, those certain Multiple Indebtedness Mortgages executed by Issuer on
July 1, 1996, and that certain Commercial Security Agreement executed by Issuer
on July 1, 1996.

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" has the meaning specified in Section 13.1

          "CONVERSION AGENT" means the office or agency where securities may be
presented for conversion.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 2001 Ross Avenue, Dallas, TX 75201-2936,
Attention:  Corporate Trust Department.

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

          "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1 which shall have continued for the period of time, if any, therein
designated.

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

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, as the same are in effect on the Issue Date.

<PAGE>


                                      -10-


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

          "HOLDER," "SECURITYHOLDER" or any other similar term means the
registered holder of any Security.

          "INCUR" means to, directly or indirectly, create, incur, issue,
assume, guaranty or otherwise become liable with respect to.

          "INDEBTEDNESS" means, with respect to any Person, without duplication,
any indebtedness of such Person, whether or not contingent, in respect of
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof) or
representing the balance deferred and unpaid of the purchase price of any
property (including pursuant to capital leases), except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, and also includes, to the extent not otherwise
included, the Guarantee of items that would be included within this definition
and all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on any asset or property (including, without limitation, leasehold
interests and any other tangible or intangible property) of such Person, whether
or not such Indebtedness is assumed by such Person or is not otherwise such
Person's legal liability, PROVIDED that if the obligations so secured have not
been assumed in full by such Person or are otherwise not such Person's legal
liability in full, the amount of such Indebtedness for the purposes of this
definition shall be limited to the lesser of the amount of such Indebtedness
secured by such Lien or the fair market value of the assets or property securing
such Lien.  Notwithstanding the foregoing, the term "Indebtedness" shall not
include deferred compensation arrangements that are not evidenced by bonds,
notes, debentures or similar instruments.

          "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented.

          "INTEREST RECORD DATE" has the meaning specified in Section 2.4.

          "ISSUE DATE" means the date on which the Securities are originally
issued under this Indenture.

          "ISSUER" means Trans World Gaming Corp, a Nevada corporation, and its
wholly-owned subsidiary, Trans World Gaming of Louisiana, Inc., and, subject to
Article Nine, their successors and assigns, and to the extent required by
Sections 310 to 317 of the Trust Indenture Act of 1939, any other obligor on the
Securities.

<PAGE>

          "JUNIOR INDEBTEDNESS"  means any Indebtedness of the Issuer, whether
outstanding at the date hereof or incurred thereafter, that is subordinate in
right of payment, either pursuant to its terms or by operation of law, to the
Securities, which Indebtedness provides for a fixed date when the principal
thereof (disregarding any mandatory redemptions or pre-payments required in
respect thereof) is due and payable which is on or after the final maturity of
the Securities.

          "KEY EMPLOYEE"  means persons such as production managers or sales
managers, who are not executive officers but who make or are expected to make
significant contributions to the business of the Issuer.

          "LIEN" means, with respect to any asset, any mortgage; including
without limitation any multiple indebtedness mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).

          "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board of Directors or the President or any Vice President (whether or not
designated by a number or numbers or a word or words added before or after the
title "Vice President") and by the Treasurer or the Secretary or any Assistant
Treasurer or Secretary of the Issuer and delivered to the Trustee.  Each such
certificate shall include the statements provided for in Section 11.5.

          "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer or who may be other
counsel satisfactory to the Trustee.  Each such opinion shall include the
statements provided for in Section 11.5, if and to the extent required hereby.

          "OUTSTANDING," when used with reference to Securities, means, subject
to the provisions of Sections 6.8 and 7.4, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

          (a)  Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (b)  Securities, or portions thereof, for the payment or redemption
     (i) of which moneys in the necessary amount shall have been deposited in
     trust with the Trustee or with any paying agent (other than the Issuer) or
     shall have been set aside, segregated and held in trust by the Issuer (if
     the Issuer shall act as paying agent) or (ii) of which moneys and/or
     Government Securities as contemplated by Section 10.2 in the necessary
     amount have been theretofore deposited with the Trustee (or

<PAGE>

                                      -12-


     another trustee satisfying the requirements of Section 6.9) in trust for
     the Holders of such Securities in accordance  with Section 10.2 and the
     conditions set forth therein have been satisfied; PROVIDED that if such
     Securities are to be redeemed prior to the maturity thereof, notice of such
     redemption shall have been given as herein provided,  or provision
     satisfactory to the Trustee shall have been made for giving such notice;
     and

          (c)  Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.6 (unless proof satisfactory to the Trustee is
     presented that any of such Securities is held by a Person in whose hands
     such Security is a legal, valid and binding obligation of the Issuer).

          "PAYMENT DEFAULT" has the meaning specified in Section 5.1.

          "PERSON" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

          "PRINCIPAL" wherever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include the amount of the
Security plus, when appropriate, the premium, if any.

          "PROPERTY" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included on the
most recent consolidated balance sheet of such Person in accordance with GAAP.

          "RECORD DATE" has the meaning specified in Section 2.4.

          "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer in its Corporate Trust Office, or any other assistant officer of the
Trustee in its Corporate Trust Office customarily performing functions similar
to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

          "SECURITY" or "SECURITIES" (except as otherwise provided in Section
6.8) means any of the 12% Secured Convertible Senior Bonds Due 1999
authenticated and delivered under this Indenture.

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

<PAGE>

                                      -13-


          "SUBSCRIPTION AGREEMENT" means the subscription agreement dated as of
July 1, 1996, by and among Trans World Gaming Corp., a Nevada corporation, Trans
World Gaming of Louisiana, Inc., a Louisiana corporation, and the
Securityholders.

          "SUBSIDIARY" means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned  or
controlled, directly or indirectly, by any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

          "TIA" or "TRUST INDENTURE ACT OF 1939," except as otherwise provided
in Sections 8.1 and 8.2, means the Trust Indenture Act of 1939 as in force at
the date of this Indenture.

          "TRUSTEE" means the entity identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee.

                                    ARTICLE 2

                           ISSUE, EXECUTION, FORM AND
                           REGISTRATION OF SECURITIES

          SECTION 2.1  AUTHENTICATION AND DELIVERY OF SECURITIES.  Securities in
an aggregate principal amount not in excess of $4,800,000 (except as otherwise
provided in Section 2.6) may be executed by the Issuer and delivered to the
Trustee for authentication, and a responsible officer of the Trustee shall
thereupon authenticate and deliver said Securities to the Issuer or upon the
written order of the Issuer, signed by both (a) the Chairman of the Board of
Directors or any Vice Chairman of the Board of Directors, or its President or
any Vice President (whether or not designated by a number or numbers or a word
or words added before or after the title "Vice President") and (b) by its
Treasurer or Secretary or any Assistant Treasurer or Secretary without any
further action by the Issuer.

          SECTION 2.2  EXECUTION OF SECURITIES.  The Securities shall be signed
on behalf of the Issuer by both (a) its Chairman of the Board of Directors or
any Vice Chairman of the Board of Directors or its President or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") and (b) by its Treasurer or
any Assistant Treasurer or its Secretary or any Assistant Secretary, under its
corporate seal which may, but need not, be attested.  Such signatures may be the
manual or facsimile signatures of the present or any future such officers.  The
seal of the Issuer may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or

<PAGE>

                                      -14-


enforceability of any Security which has been duly authenticated and delivered
by the Trustee.

          In case any such officer of the Issuer who shall have signed any of
the Securities shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the Person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such Persons as, at the actual date of the execution of such Security,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such Person was not such officer.

          SECTION 2.3  CERTIFICATE OF AUTHENTICATION.  Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinabove recited, executed by the Trustee by manual signature of one of its
authorized signatories, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose.  Such  certificate by the Trustee upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.

          SECTION 2.4  FORM, DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF
INTEREST IN CASH AND IN ADDITIONAL SECURITIES.  The Securities and the Trustee's
certificates of authentication shall be substantially in the form recited above.
The Securities shall be issuable as registered securities without coupons and in
denominations provided for in the form of Security above recited.  The
Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plans as the officers of the Issuer executing
the same may determine with the approval of the Trustee.

          Any of the Securities may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules
or regulations pursuant thereto, or with the rules of any securities market in
which the Securities are admitted to trading, or to conform to general usage.

          Each Security shall be dated the date of its authentication, shall
bear interest from the applicable date and shall be payable on the dates
specified on the face of the form of Security recited above.

          The Person in whose name any Security is registered at the close of
business on any Interest Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest, if any, payable on such Interest
Payment Date notwithstanding any transfer or exchange of such Security
subsequent to the Interest Record Date and prior to such Interest Payment Date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such Interest Payment Date, in which case such defaulted
interest shall be paid to the Persons in whose names outstanding Securities are
registered at the close of

<PAGE>

                                      -15-


business on a subsequent record date (which shall be not less than five business
days prior to the date of payment of such defaulted interest) established after
arrangements for payment reasonably satisfactory to the Trustee have been made
by the Issuer by notice given by mail by or on behalf of the Issuer to the
Holders of Securities not less than 15 days  preceding such subsequent record
date.  The term "Interest Record Date" as used with respect to any Interest
Payment Date (except a date for payment of defaulted interest) shall mean the
15th day of the month next preceding the month in which such interest payment
date falls, whether or not such Interest Record Date is a Business Day.

          SECTION 2.5  REGISTRATION, TRANSFER AND EXCHANGE.  The Issuer will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 a register or registers in which, subject to such reasonable
regulations as it may prescribe, it will register, and will register the
transfer of, Securities as in this Article provided.  Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time.  At all reasonable times such
register or registers shall be open for inspection by the Trustee.

          Upon due presentation for registration of transfer of any Security at
each such office or agency, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities in authorized denominations for a like aggregate
principal amount.

          Any Security or Securities may be exchanged for a Security or
Securities in other authorized denominations, in an equal aggregate principal
amount.  Securities to be exchanged shall be surrendered at each office or
agency to be maintained by the Issuer for the purpose as provided in Section
3.2, and the Issuer shall execute and the Trustee shall authenticate and deliver
in exchange therefor the Security or Securities which the Securityholder making
the exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

          All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder or his attorney duly authorized in writing.

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of  Securities.  No service charge shall be made for
any such transaction.

<PAGE>

                                      -16-


          The Issuer shall not be required to exchange or register a transfer of
(a) any Securities for a period of 15 days next preceding the first mailing of
notice of redemption of Securities to be redeemed or (b) any Securities
selected, called or being called for redemption.

          All Securities issued upon any transfer or exchange of Securities
shall be valid obligations of the Issuer, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

          SECTION 2.6  MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES.  In case any temporary or definitive Security shall become
mutilated, defaced or be apparently destroyed, lost or stolen, the Issuer in its
discretion may execute, and upon the written request of an officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of or in substitution for the Security
so apparently destroyed, lost or stolen.  In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be required by
them to indemnify and defend and to save each of them harmless and, in every
case of destruction, loss or theft, evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof.

          Upon the issuance of any substitute Security, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith.  In case any Security
which has matured or is about to mature shall become mutilated or defaced or be
apparently destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same with written
direction to the Trustee (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment shall furnish
to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless
from  all risks, however remote, and in every case of apparent destruction, loss
or theft the applicant shall also furnish to the Issuer and the Trustee and any
agent of the Issuer or the Trustee evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof.

          Every substitute Security issued pursuant to the provisions of this
Section 2.6 by virtue of the fact that any Security is apparently destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Issuer,  whether or not the apparently destroyed, lost or stolen Security shall
be at any time enforceable by anyone and shall be entitled to all the benefits
of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities duly
authenticated and delivered hereunder.  All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, or apparently destroyed, lost or stolen

<PAGE>

                                      -17-


Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

          SECTION 2.7  CANCELLATION OF SECURITIES; DESTRUCTION THEREOF.  All
Securities surrendered for payment, redemption, registration of transfer or
exchange, if surrendered to the Issuer or any agent of the Issuer or the
Trustee, shall be delivered to the Trustee for cancellation or, if surrendered
to the Trustee, shall be cancelled by it; and no Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture.  The Trustee shall  destroy cancelled Securities held by it and
deliver a certificate of destruction to the Issuer from time to time.  If the
Issuer shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are cancelled to the Trustee for
cancellation.

          SECTION 2.8  TEMPORARY SECURITIES.  Pending the preparation of
definitive Securities, the Issuer may execute and the Trustee shall authenticate
and deliver temporary Securities (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities shall be issuable as registered securities without
coupons, of any authorized denomination, and substantially in the form of the
definitive Securities but with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the Issuer
with the concurrence of the Trustee.  Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate.  Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities.  Without unreasonable delay the
Issuer shall execute and shall furnish definitive Securities and thereupon
temporary Securities may be surrendered in exchange therefor without charge at
each office or agency to be maintained by the Issuer for the purpose pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities a like aggregate principal amount of definitive Securities
of authorized denominations.  Until so exchanged, the temporary Securities shall
be entitled to the same benefits under this Indenture as definitive Securities.

                                    ARTICLE 3

                             COVENANTS OF THE ISSUER

          SECTION 3.1  PAYMENT OF PRINCIPAL AND INTEREST.  The Issuer covenants
and agrees that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities at the place or places, at
the respective times and in the manner provided in the Securities.  An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date sums and/or, insofar as
then permitted pursuant to Section 2.4, Additional Securities designated for and
sufficient to pay the installment.

<PAGE>

                                      -18-


          SECTION 3.2  OFFICES FOR PAYMENTS, ETC.  So long as any of the
Securities remain outstanding, the Issuer will maintain at such place in the
City of New York and at such other place, if any, as may be designated by the
Issuer, the following:  (a) an office or agency where the Securities may be
presented for registration of transfer, for exchange and for conversion as in
this Indenture provided and (b) an office or agency where notices and demands to
or upon the Issuer in respect of the Securities or of this Indenture may be
served.  The Issuer will initially maintain such offices or agencies with the
corporate secretary at the Issuer's principal place of business.  The Issuer
will give to the Trustee written notice of the location of any such office or
agency and of any change of location thereof.  In case the Issuer shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office.

          SECTION 3.3  APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.  The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

          SECTION 3.4  PAYING AGENTS.  Whenever the Issuer shall appoint a
paying agent other than the Trustee or itself, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 3.4:

          (a)  that it will hold all sums received by it as such agent for the
     payment of the principal of or interest on the Securities (whether such
     sums have been paid to it by the Issuer or by any other obligor on the
     Securities) in trust for the benefit of the Holders of the Securities or of
     the Trustee; and

          (b)  that it will give the Trustee notice of any failure by the Issuer
     (or by any other obligor on the Securities) to make any payment of the
     principal of or interest on the Securities when the same shall be due and
     payable.

          The Issuer will, at least one Business Day prior to each due date of
the principal of or interest on the Securities, deposit with the paying agent a
sum which is in immediately available funds on the due date sufficient to pay
such principal or interest and (unless such paying agent is the Trustee) the
Issuer will promptly notify the Trustee of any failure to take such action.

          If the Issuer shall act as its own paying agent, it will, on or before
each due date of the principal of or interest on the Securities, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities a
sum sufficient to pay such principal or interest so becoming due.  The Issuer,
or paying agent which is not the Trustee, will promptly notify the Trustee in
writing of any failure to take such action.

<PAGE>

                                      -19-


          Notwithstanding anything in this Section 3.4 to the contrary, the
Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Issuer or any paying agent hereunder,
as required by this Section 3.4, such sums to be held by the Trustee upon the
trusts herein contained.

          Notwithstanding anything in this Section 3.4 to the contrary, the
agreement to hold sums in trust as provided in this Section 3.4 is subject to
the provisions of Sections 10.4 and 10.5.

          The Issuer initially appoints Trans World Gaming Corp. as paying
agent.

          SECTION 3.5  OFFICERS' CERTIFICATES AS TO DEFAULT AND AS TO
COMPLIANCE.  The Issuer will, so long as any of the Securities are outstanding:

          (a)  deliver to the Trustee, forthwith upon becoming aware of any
     default or defaults in the performance of any covenant, agreement or
     condition contained in this Indenture (including notice of any event which
     with the giving of notice, lapse of time or both would become an Event of
     Default under Section 5.1 hereof), an Officers' Certificate specifying such
     default or defaults; and

          (b)  deliver to the Trustee within 90 days after the end of each
     fiscal year of the Issuer beginning with the fiscal year ending December
     31, 1996, an Officers' Certificate, satisfying the requirements of TIA
     Section 314(a)(4), to the effect that:

               (i)    a diligent review of the activities of the Issuer and its
          Subsidiaries during such year and of performance under this Indenture
          has been made under such officers' supervision, and

               (ii)   to the best of such officers' knowledge, based on such
          review, the Issuer has fulfilled all its obligations under this
          Indenture throughout such year, or if there has been a default in the
          fulfillment of any such obligation, specifying each such default known
          to them and the nature and status thereof.

          SECTION 3.6  MAINTENANCE OF PROPERTIES, ETC.  The Issuer shall, and
shall cause each of its Subsidiaries to, maintain its material properties and
assets in working order and condition and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto, all as in the
judgment of the Issuer may be necessary so that the business carried on in
connection therewith may be conducted at all usual and ordinary times.

          The Issuer shall, and shall cause each of its Subsidiaries to,
maintain with insurers that the Issuer believes in good faith to be financially
sound and reputable such


<PAGE>

                                      -20-


insurance as may be required by law and such other insurance, to such extent and
against such hazards and liabilities, as it in good faith determines is
customarily maintained by companies similarly situated with like properties.

          The Issuer shall, and shall cause each of its Subsidiaries to, do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises, except to the extent permitted by
this Indenture and except in such cases where the Board of Directors determines
in good faith that failure to do so would not have a material adverse effect on
the business, earnings, properties, assets, financial condition or results of
operation of the Issuer and its Subsidiaries taken as a whole.

          The Issuer shall, and shall cause each of its Subsidiaries to, comply
in all material respects with all statutes, laws, ordinances, or government
rules and regulations to which it is subject.

          The Issuer 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.

          SECTION 3.7  INDEBTEDNESS.  Issuer will pay punctually and discharge
when due and payable any indebtedness heretofore or hereafter incurred or
assumed by it and discharge, perform and observe the covenants, provisions and
conditions to be discharged, performed and observed on the part of Issuer in
connection therewith, or in connection with any agreement or other instrument
relating thereto.

          SECTION 3.8  BOOKS.  Issuer will keep at all times proper books of
record and account in which full, true and correct entries will be made of its
transactions in accordance with Generally Accepted Accounting Principles.

          SECTION 3.9  GUARANTEES.  Issuer will not guarantee on a basis senior
in right of payment to the Securities, directly or indirectly, any obligation or
indebtedness of any other Person.  Nothing herein shall be construed to permit
the issuance of any indebtedness that would be secured by the Collateral granted
to the Holders.

          SECTION 3.10  DISTRIBUTIONS.  Issuer will not declare or pay, or set
apart any funds for the payment of, any dividend on any shares of capital stock
by reduction of capital surplus or otherwise, or make any distribution in
respect of shares of capital stock or redeem, repurchase, or effect any other
sale, or exchange, upon any of its capital stock.

          SECTION 3.11  DISPOSITION OF ASSETS.  Issuer will not sell, assign,
lease, transfer or otherwise dispose of, to any third party, in any transaction
or series of transactions, all or any portion of its properties or assets,
except for sales, assignments, leases, transfers, or

<PAGE>

                                      -21-


dispositions at fair market value, of properties or assets, where such net
proceeds are utilized by the Issuer to invest in its existing business.

          SECTION 3.12  OTHER INDEBTEDNESS.  Issuer will not incur, create,
assume or at any time become liable, contingently or otherwise for any borrowed
or other indebtedness that is senior in right of payment to the Securities.
Nothing herein shall be construed to permit the  issuance of any indebtedness
that would be secured by the Collateral granted to the Holders.

          SECTION 3.13  WAIVER OF STAY, EXTENSION OR USURY LAWS.  The Issuer
covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, or plead, or in any manner whatsoever claim, and shall resist
any and all efforts to be compelled to take the benefit or advantage of, any
stay or extension law or any usury law or other law which would prohibit or
forgive the Issuer from paying all or any portion of the principal of or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Issuer hereby expressly waives all benefit or advantage of any such law and
covenants that it shall not hinder, delay or impede the execution of any power
herein granted to the Trustee but shall suffer and permit the execution of every
such power as though no such law had been enacted.

          All agreements between Issuer and Holders, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand or acceleration of the final maturity
date of the Securities or otherwise, shall the interest contracted for, charged,
received, paid or agreed to be paid to Holders exceed the maximum amount
permissible under the laws of the State of New York (hereinafter the "Applicable
Law").  If, from any circumstance whatsoever, interest would otherwise be
payable to the Holders in excess of the maximum amount permissible under
Applicable Law, the interest payable to the Holders shall be reduced to the
maximum amount permissible under Applicable Law, and if from any circumstance
the Holders shall ever receive anything of value deemed interest by the
Applicable Law in excess of the maximum amount permissible under the Applicable
Law, an amount equal to the excessive interest shall be applied to the reduction
of the principal hereof and not to the payment of interest, or if such excessive
amount of interest exceeds the unpaid principal balance of principal hereof,
such excess shall be refunded to Issuer.  All interest paid or agreed to be paid
to the Holders shall, to the extent permitted by the Applicable Law, be
amortized, prorated, allocated and spread throughout the full period (including
any renewal or extension) until payment in full of the principal so that the
interest hereon for such full period shall not exceed the maximum amount
permissible under the Applicable Law.  The Holders expressly disavow any intent
to contract for, charge or receive interest in an amount which exceeds the
maximum amount permissible under the Applicable Law.  This paragraph shall
control agreements between the Issuer and the Holders.

<PAGE>

                                      -22-


                                    ARTICLE 4

                       SECURITYHOLDERS' LISTS AND REPORTS
                          BY THE ISSUER AND THE TRUSTEE

          SECTION 4.1  ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS.  The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities:

          (a)  semi-annually and not more than 15 days after each record date
     for the payment of interest on the  Securities, as hereinabove specified,
     as of such record date; and

          (b)  at such other times as the Trustee may request in writing, within
     30 days after receipt by the Issuer of any such request as of a date not
     more than 15 days prior to the time such information is furnished;

PROVIDED that if and so long as the Trustee shall be the Security registrar,
such list shall not be required to be furnished.

          SECTION 4.2  PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS' LISTS.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
     practicable, all information as to the names and addresses of the Holders
     of Securities contained in the most recent list furnished to it as provided
     in Section 4.1 or maintained by the Trustee in its capacity as Security
     registrar, if so acting.  The Trustee may destroy any list furnished to it
     as provided in Section 4.1 upon receipt of a new list so furnished.

          (b)  If Holder(s) of three or more Securities (hereinafter referred to
     as "applicants") apply in writing to the Trustee and furnish to the Trustee
     reasonable proof that each such applicant has owned a Security for a period
     of at least six months preceding the date of such application, and such
     application states that the applicants desire to communicate with other
     Holders of Securities with respect to their rights under this Indenture or
     under the Securities and it is accompanied by a copy of the form of proxy
     or other communication which such applicants purpose to transmit, then the
     Trustee shall, within five Business Days after the receipt of such
     application, at its election, either:

               (i)    afford to such applicants (at such applicants' expense)
          access to the information preserved at the time by the Trustee in
          accordance with the provisions of subsection (a) of this Section 4.2,
          or

               (ii)   inform such applicants as to the approximate number of
          Holders of Securities whose names and addresses appear in the
          information preserved

<PAGE>

                                      -23-


          at the time by the Trustee, in accordance with the provisions of
          subsection (a) of this Section 4.2, and as to the approximate cost of
          mailing to such Securityholders the form of proxy or other
          communication, if any, specified in such application.

          If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities or would be in violation of applicable law.  Such written statement
shall specify the basis of such opinion.  If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender.

          (c)  Each and every Holder of the Securities, by receiving and holding
     the same, agrees with the Issuer and the Trustee that neither the Issuer
     nor the Trustee nor any agent of the Issuer or the Trustee shall be held
     accountable by reason of the disclosure of any such information as to the
     names and addresses of the Holders of Securities in accordance with the
     provisions of subsection (b) of this Section 4.2, regardless of the source
     from which such information was derived, and that the Trustee shall not be
     held accountable by reason of mailing any material pursuant to a request
     made under said subsection (b) and that such disclosure shall not be deemed
     to be a violation of any existing law or of any law hereafter enacted which
     does not specifically refer to TIA Section 3.12.

          SECTION 4.3  REPORTS BY THE ISSUER.  The Issuer covenants:

          (a)  to file with the Commission, and within 15 days after the Issuer
     files the same with the Commission, file with the Trustee, and mail or
     furnish copies to the Trustee and cause the Trustee to mail to the Holders
     at their addresses as set forth in the register of the Securities, copies
     of the annual reports and of the information, documents, and other reports
     (or copies of such portions of any of the foregoing as the Commission may
     from time to time by rules and regulations prescribe) which the

<PAGE>

                                      -24-


     Issuer may be required to file with the Commission pursuant to Section 13
     or Section 15(d) of the Exchange Act or which the Issuer would be required
     to file with the Commission if the Issuer then had a class of securities
     registered under the Exchange Act;

          (b)  to file with the Trustee and the Commission, in accordance with
     rules and regulations prescribed from time to time by the Commission, such
     additional information, documents, and reports with respect to compliance
     by the Issuer with the conditions and covenants provided for in this
     Indenture as may be required from time to time by such rules and
     regulations;

          (c)  to cause its annual report to securityholders and any quarterly
     or other financial reports furnished to its securityholders generally to be
     filed with the Trustee and mailed, no later than the date such materials
     are mailed or  made available to the Issuer's Securityholders to the
     Holders at their addresses as set forth in the register of Securities; and

          (d)  to comply with the other provisions of Section 314(a) of the
     Trust Indenture Act of 1939.

          SECTION 4.4  REPORTS BY THE TRUSTEE.  To the extent required by TIA
Section 313(a), on May 15 of each year, for so long as any Securities are
outstanding hereunder, the Trustee shall transmit by mail as provided below to
the Securityholders, as hereinafter in this Section 4.4 provided, a brief report
dated as of such date that complies with TIA Section 313(a).  The Trustee also
shall comply with TIA Section 313(b), (c) and (d).  A copy of such report at the
time of its mailing to Securityholders shall be filed with the Commission, if
required, and each stock exchange, if any, on which the Securities are listed
and a copy shall be provided to the Issuer.

          The Issuer shall promptly notify the Trustee if the Securities
become listed on any stock exchange and the Trustee shall comply with TIA
Section 313(d).

                                    ARTICLE 5

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

          SECTION 5.1  EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT.  In case one or more of the following Events of Default
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall have occurred and be continuing:

<PAGE>

                                      -25-


          (a)  default in the payment of any installment of interest on the
     Securities as and when the same becomes due and payable, and the
     continuance of such default for 15 days; or

          (b)  default in the payment of all or any part of the principal on the
     Securities as and when the same shall become due and payable either at
     maturity, upon acceleration or redemption or otherwise; or

          (c)  failure on the part of the Issuer duly to observe or perform any
     covenants or agreements on the part of the Issuer contained in the
     Securities, in this Indenture in the Subscription Agreement or any of the
     Collateral Agreements and the continuance of such failure for a period of
     15 days after the date on which written notice specifying such failure,
     stating that such notice is a "Notice of Event of Default" hereunder and
     demanding that the Issuer remedy the same, is given to the Issuer by the
     Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
     aggregate principal amount of the Securities at the time outstanding; or

          (d)  failure on the part of the Issuer to appoint a Trustee within 5
     days of a written request of the holders of 25% in principal amount of the
     securities to appoint a Trustee; or

          (e)  default under any mortgage, indenture or instrument under which
     there may be issued or by which there may  be secured or evidenced any
     Indebtedness for money borrowed by the Issuer or any of its Subsidiaries
     (or the payment of which is Guaranteed by the Issuer or any of its
     Subsidiaries), which default is caused by a failure to pay due principal or
     interest on such Indebtedness after any applicable grace period (a "Payment
     Default"), and the principal amount of any such Indebtedness, together with
     the principal amount of any other such Indebtedness under which there has
     been and is continuing a Payment Default, aggregates $150,000 or more; or

          (f)  default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Issuer or any of its Subsidiaries
     (or the payment of which is Guaranteed by the Issuer or any of its
     Subsidiaries), which default results in the acceleration of such
     Indebtedness prior to its express maturity and the principal amount of any
     such Indebtedness, together with the principal amount of any other such
     Indebtedness under which there has been and is continuing a Payment Default
     or the maturity of which has been so accelerated and not rescinded,
     aggregates $150,000 or more; or

          (g)  failure by the Issuer or any of its Subsidiaries to pay final
     judgments (other than any judgment as to which a reputable insurance
     company has accepted

<PAGE>

                                      -26-


     coverage without a reservation of rights) aggregating in excess of
     $150,000, which judgments are not stayed or discharged within 15 days after
     their entry; or

          (h)  a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Issuer or any of its Subsidiaries in
     an involuntary case under any applicable bankruptcy, insolvency or other
     similar law now or hereafter in effect, or appointing a receiver,
     liquidator, assignee, custodian, trustee, sequestrator (or similar
     official) of the Issuer or any of its Subsidiaries or for any substantial
     part of the property of the Issuer or any of its Subsidiaries or ordering
     the winding up or liquidation of the affairs of the Issuer or any of its
     Subsidiaries and such decree or order shall  remain unstayed and in effect
     for a period of 15 consecutive days; or

          (i)  the Issuer or any of its Subsidiaries shall commence a voluntary
     case under any applicable bankruptcy, insolvency or other similar law now
     or hereafter in effect, or consent to the entry of an order for relief in
     an involuntary case under any such law, or consent to the appointment or
     taking possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator (or similar official) of the Issuer or any of its Subsidiaries
     or for any substantial part of the property of the Issuer or any of its
     Subsidiaries, or the Issuer or any of its Subsidiaries shall make any
     general assignment for the benefit of creditors;

          (j)  loss by the Issuer or any subsidiary of any gambling license or
     the legal right to operate any gaming establishment including, without
     limitation, those of the Gold Nugget or DeRidder locations, but not
     including any loss resulting from a general prohibition or revocation of
     gambling licenses by the Louisiana legislature;

          (k)  indictment of any officer or Key Employee of the Issuer or any of
     its subsidiaries by any governmental authority;

          (l)  fraud by an officer or Key Employee of the Issuer or any of its
     subsidiaries;

          (m)  the Issuer does not pay, or shall be unable to pay, or shall
     admit in writing its inability to pay its debts as such debts become due;
     or

          (n)  any event which, in the reasonable judgment of Securityholders of
     25% in principal amount of the Securities has a material adverse effect on
     the condition, operations, prospects or properties (financial or otherwise)
     of the Issuer or any of its subsidiaries, taken as a whole.

then, and in each and every such case (other than an Event of Default specified
in clause (h) or (i) above relating to the Issuer), unless the principal of all
of the Securities shall have already become due and payable, either the Trustee
or the Holders of not less than 50% in

<PAGE>

                                      -27-


aggregate principal amount of the Securities then outstanding hereunder, by
notice in writing to the Issuer (and to the Trustee if given by Securityholders)
(the "Acceleration Notice"), may declare all the Securities and the accrued
interest thereon to be due and payable immediately (the "Acceleration Date").
If an Event of Default specified in clause (h) or (i) above relating to the
Issuer occurs, all the Securities and the accrued interest thereon shall be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholder.

          SECTION 5.2  COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
INDEBTEDNESS.  The Issuer covenants that (a) in case default shall be made in
the payment of any installment of interest on any of the Securities when such
interest shall have become due and payable, and such default shall have
continued for a period of 15 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities when the
same shall have become due and payable, whether upon maturity or upon any
redemption or by declaration or otherwise -- then upon demand by the Trustee the
Issuer will pay to the Trustee for the benefit of the Holders of the Securities
the whole amount that then shall have become due and payable on all such
Securities for principal or interest, as the case may be (with interest to the
date of such payment upon the overdue principal and, to the extent that payment
of such interest is enforceable under applicable law, on overdue installments of
interest at the rate borne by the Securities); and in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including such amounts as shall be due the Trustee and each
predecessor Trustee under Section 6.6.

          Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities to the registered Holders, whether
or not the Securities be overdue.

          In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the  manner provided by law out of the Property of the Issuer or
other obligor upon the Securities, wherever situated, the moneys adjudged or
decreed to be payable.

          In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or the property of the Issuer or such other
obligor, or in case of any judicial proceedings relative to the Issuer or other
obligor

<PAGE>

                                      -28-


upon the Securities, or to the creditors or property of the Issuer or such other
obligor, the Trustee, irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 5.2, shall be entitled and empowered,
by intervention in such proceedings or otherwise:

          (a)  to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Securities, and
     to file such other papers or documents as may be necessary or advisable in
     order to  have the claims of the Trustee (including any claim for
     reasonable compensation to the Trustee and each predecessor Trustee, and
     their respective agents, attorneys and counsel, and for reimbursement of
     all expenses and liabilities incurred, and all advances made, by the
     Trustee and each predecessor Trustee, except as  a result of negligence or
     bad faith) and of the Securityholders allowed in any judicial proceedings
     relative to the Issuer or other obligor upon the Securities, or to the
     creditors or Property of the Issuer or such other obligor;

          (b)  unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of the Securities in any election of a trustee or a
     standby trustee in arrangement, reorganization, liquidation or other
     bankruptcy or insolvency proceedings or Person performing similar functions
     in comparable proceedings; and

          (c)  to collect and receive any moneys or other Property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Securityholders to
     make payments to the Trustee, and, in the event that the Trustee shall
     consent to the making of payments directly to the Securityholders, to pay
     to the Trustee such amounts as shall be due the Trustee, and each
     predecessor Trustee under Section 6.6.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar Person.

          All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities  or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the

<PAGE>


                                      -29-


expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has
been sought.

          In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

          SECTION 5.3  APPLICATION OF PROCEEDS.  Any moneys collected by the
Trustee pursuant to this Article shall be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal or interest, upon presentation of the several
Securities and stamping (or otherwise noting) thereon the payment, or issuing
Securities in reduced principal amounts in exchange for the presented Securities
if only partially paid, or upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee and each
     predecessor Trustee under Section 6.6;

          SECOND:  In case the principal of the Securities shall not have become
     and be then due and payable, to the payment of interest in default in the
     order of the maturity of the installments of such interest, with interest
     (to the extent that such interest has been collected by the Trustee) upon
     the overdue installments of interest at the rate borne by the Securities,
     such payments to be made ratably to the Persons entitled thereto, without
     discrimination or preference;

          THIRD:  In case the principal of the Securities shall have become and
     shall be then due and payable, to the payment of the whole amount then
     owing and unpaid upon all the Securities for principal and interest, with
     interest upon the overdue principal, and (to the extent that such interest
     has been collected by the Trustee) upon overdue installments of interest at
     the rate borne by the Securities; and in case such moneys shall be
     insufficient to pay in full the whole amount so due and unpaid upon the
     Securities, then to the payment of such principal and interest, without
     preference or priority of principal over interest, or of interest over
     principal, or of any installment of interest over any other installment of
     interest, or of any Security over any other Security, ratably to the
     aggregate of such principal and accrued and unpaid interest; and

          FOURTH:  To the payment of the remainder, if any, to the Issuer or any
     other Person lawfully entitled thereto.

          SECTION 5.4  SUITS FOR ENFORCEMENT.  In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect

<PAGE>

                                      -30-


and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of such rights, either at law or in equity or in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

          SECTION 5.5  RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.  In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
then and in every such case the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Trustee and the Securityholders shall
continue as though no such proceedings had been taken.

          SECTION 5.6  LIMITATIONS ON SUITS BY SECURITYHOLDERS.  No Holder shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default and of the
continuance thereof, as  hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Securities then
outstanding shall have made written request upon the Trustee to institute such
action or proceeding in its own name as trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Trustee for
30 days after its receipt of such notice, request and offer of indemnity shall
have failed to institute any such action or proceedings and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security with every other taker and
Holder and the Trustee, that no one or more Holders of Securities shall have any
right in any manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities.  For the protection and enforcement of the provisions of
this Section 5.6, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

          SECTION 5.7  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS.  Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder to receive payment of the
principal of and interest on such Security on or after the respective due dates
expressed in such Security, or to institute suit for the

<PAGE>

                                      -31-


enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

          SECTION 5.8  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT.  Except as provided in Section 2.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or thereafter existing at law or in
equity or otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          No delay or omission of the Trustee or of any Holder to exercise any
right or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee or to the Securityholders may be exercised from time to time, as often
as shall be deemed expedient, by the Trustee or by the Securityholders.

          SECTION 5.9  CONTROL BY SECURITYHOLDERS.  The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding shall have
the right to 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 the Trustee by this Indenture; PROVIDED that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture;
PROVIDED, FURTHER, that the Trustee is provided with reasonable indemnification
by the Holders prior to taking such action; and PROVIDED, FURTHER, that (subject
to the provisions of Section 6.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee
or a trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceeding so directed would involve the Trustee in
any financial or other liability or if the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction shall be unduly prejudicial to the interests of Holders of the
Securities not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders.

          Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Securityholders.

          SECTION 5.10  WAIVER OF PAST DEFAULTS.  The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding, by notice
to the Issuer

<PAGE>

                                      -32-


and the Trustee, may on behalf of all Holders, upon providing the Trustee with
reasonable indemnity with respect to any action that might be taken by the
Holders not so consenting, waive any default or Event of Default hereunder and
its consequences under this Indenture including acceleration, except a default
in the payment of principal of or interest on any of the Securities.  In the
case of any such waiver, the Issuer, the Trustee and the Holders of the
Securities shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

          Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

          SECTION 5.11  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES.  The Trustee shall transmit to the Securityholders, as
the names and addresses of such Holders appear on the registry books and as may
be otherwise be required by TIA Section 315(b), notice by mail of all defaults
actually known to a Responsible Officer of the Trustee, such notice to be
transmitted within 90 days after the occurrence thereof, unless such defaults
shall have been cured before the giving of such notice (the term "default" or
"defaults" for the purposes of this Section 5.11 being hereby defined to mean
any event or condition which is, or with notice or lapse of time or both would
become, an Event of Default); PROVIDED that, except in the case of default in
the payment of the principal of or interest on any of the Securities, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders.

          SECTION 5.12  RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS.  All parties to this Indenture agree, and each Holder by its acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, 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, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the  merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.12 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders holding in the aggregate more than 10% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security.

<PAGE>

                                      -33-


                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

          SECTION 6.1  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT.  The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture.  In case an Event of Default has
occurred (which has not been cured or waived) 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 man would exercise or use under
the circumstances in the conduct of his own affairs.

          No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own wilful misconduct, except that:

          (a)  prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default which may have occurred:

               (i)    the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture, and the
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Indenture, and
          no implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

               (ii)   in the absence of bad faith on the part of the Trustee,
          the Trustee may conclusively rely, as to the truth of the statements
          and the correctness of  the opinions expressed therein, upon any
          statements, certificates or opinions furnished to the Trustee and
          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

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

          (c)  the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of not less than a majority in principal amount of the
     Securities at the time outstanding relating to the time, method and place
     of conducting any proceeding for

<PAGE>

                                      -34-


     any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture;

          (d)  the Trustee shall not be charged with knowledge of an Event of
     Default unless a Responsible Officer of the Trustee obtains written notice
     of such default; and

          (e)  whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section 6.1.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial or
other liability in the performance of any of its duties or in the exercise of
any of its rights or powers, if repayment of such funds or adequate indemnity
against such liability is not assured to the reasonable satisfaction of the
Trustee.

          SECTION 6.2  CERTAIN RIGHTS OF THE TRUSTEE.  Subject to Section 6.1:

          (a)  the Trustee may conclusively rely and shall be fully protected in
     acting or refraining from acting upon any resolution, Officers' Certificate
     or any other certificate, statement, instrument, opinion, report, notice,
     request, consent,  order, bond, debenture, note, coupon, security or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (b)  any request, direction, order or demand of the Issuer mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed), and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the Secretary or an Assistant Secretary of the
     Issuer;

          (c)  the Trustee may consult with counsel and any advice or Opinion of
     Counsel shall be full and complete authorization and protection in respect
     of any action taken, suffered or omitted to be taken by it hereunder in
     good faith and in accordance with such advice or Opinion of Counsel;

          (d)  the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security and/or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

<PAGE>

                                      -35-


          (e)  the Trustee shall not be liable for any action taken or omitted
     by it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture;

          (f)  prior to the occurrence of an Event of Default hereunder and
     after the curing or waiving of all Events of Default which may have
     occurred, 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, consent, order, approval,
     appraisal, bond, debenture, note, coupon, security, or other paper or
     document unless requested in writing so to do by the Holders of not less
     than a majority in aggregate principal amount of the Securities then
     outstanding; PROVIDED that if the payment within a reasonable time to the
     Trustee of the costs, expenses or liabilities likely to be incurred by it
     in the making of such investigation is, in the opinion of the Trustee, not
     reasonably assured to the Trustee  by the security afforded to it by the
     terms of this Indenture, the Trustee may require reasonable indemnity
     against such expenses or liabilities as a condition to proceeding; the
     reasonable expenses of every such examination shall be paid by the Issuer
     or, if paid by the Trustee or any predecessor trustee, shall be repaid by
     the Issuer upon demand; and

          (g)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys, custodians or nominees not regularly in its employ and the
     Trustee shall not be responsible for any misconduct or negligence on the
     part of any such agent, attorney, custodian or nominee appointed with due
     care by it hereunder.

          SECTION 6.3  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.  The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be accountable for the use or application by
the Issuer of any of the Securities or of the proceeds thereof.  The Trustee
shall not be accountable or responsible for any information, statement or
recital in any prospectus, private offering memorandum or any other disclosure
material prepared or distributed in connection with the distribution of the
Securities.

          SECTION 6.4  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, if operative, may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Trustee or such agent.

<PAGE>

                                      -36-


          SECTION 6.5  MONEYS HELD BY TRUSTEE.  Subject to the provisions of
Section 10.6 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law.  Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

          SECTION 6.6  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM.  The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, (including, without limitation, expenses incurred in connection with
notices and other communications to Holders) disbursements and advances incurred
or made by or on behalf of it in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other Persons not regularly
in its employ) except any such expense, disbursement or advance as may arise
from its negligence or bad faith.  The Issuer also covenants to indemnify the
Trustee, and each predecessor trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises.  The obligations of the Issuer under this Section 6.6 to
compensate and indemnify the Trustee and each predecessor trustee and to pay or
reimburse the Trustee and each predecessor trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture.  Such additional
indebtedness shall be a senior claim to that of the Securities upon all Property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim.  The Trustee and Issuer shall enter
into a Fee Agreement acceptable to the Trustee and Issuer.

          SECTION 6.7  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Section 6.1, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such certificate, in the absence of
bad faith on the part of the Trustee, shall be full warrant and protection to
the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture upon the faith thereof.

<PAGE>

                                      -37-


          SECTION 6.8  QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.  The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.  The
provisions of TIA Section 310 shall apply to the Issuer, as obligor of the
Securities.

          SECTION 6.9  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.  The Trustee
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any State or territory or of the
District of Columbia having a combined capital and surplus of at least
$50,000,000 (or being a member of a bank holding system with an aggregate
combined capital and surplus), and which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
Federal, State, territorial or District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.9, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  Neither the Issuer nor any
Person directly or indirectly controlling, controlled by or under common control
with the Issuer may serve as Trustee hereunder.  In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 6.9, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.10.

          SECTION 6.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.  The Trustee may resign at any time by so notifying the Issuer in
writing, such resignation to be effective upon the appointment of a successor
Trustee.  The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee in writing and may
appoint a successor Trustee with the Issuer's consent which consent shall not be
unreasonably withheld.  The Issuer may remove the Trustee if:

          (a)  the Trustee fails to comply with Section 6.8 or 6.9;

          (b)  the Trustee is adjudged a bankrupt or an insolvent;

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

          (d)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer shall promptly appoint a successor
Trustee that is reasonably acceptable

<PAGE>

                                      -38-


to the Holders of a majority in principal amount of the Securities.  Within one
year after the successor Trustee takes office, the Holders of a majority in
principal amount of the Securities may appoint a successor Trustee to replace
the successor Trustee appointed by the Issuer.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer.  Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee (subject to the senior claim provided in Section 6.6 and upon
being paid the compensation due to it in Section 6.6), 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.  A successor Trustee shall mail notice of its succession to each
Securityholder.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 25% in principal amount of the outstanding Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          If the Trustee fails to comply with Section 6.8, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding replacement of the Trustee pursuant to this
Section 6.10, the Issuer's obligations under Section 6.6 shall continue for the
benefit of the retiring Trustee.

          SECTION 6.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.  Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Issuer or of the successor trustee, the trustee ceasing to act shall upon
being paid the amounts due it under Section 6.6 pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations.  Upon request of any such successor trustee, the
Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers.  Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all Property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

          No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the pro-

<PAGE>

                                      -39-


visions of Section 6.8 and eligible under the provisions of Section 6.9.  No
Trustee under this Indenture shall be personally liable for any action or
omission of any successor trustee.

          SECTION 6.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE.  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, PROVIDED that such
corporation shall be qualified under the provisions of Section 6.8 and eligible
under the provisions of Section 6.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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

          SECTION 6.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
The Trustee shall comply with TIA Section 311(a) and (b).

          SECTION 6.14  TRUST ESTATE MAY BE VESTED IN CO-TRUSTEE OR IN A SUB-
TRUST.  It is the purpose of this Indenture that there shall be no violation of
any law of any jurisdiction denying or restricting of the right of banking
corporations or associations to transact business as Trustee in such
jurisdiction.  Accordingly, at any time or times and for the purpose of meeting
any legal requirements of any jurisdiction, (i) a sub-trust ("Sub-Trust") may be
created as provided herein pursuant to the terms of which the Settlors of the
Sub-Trust may appoint an individual or financial institution to serve as a
trustee thereunder (Sub-Trustee"), and (ii) the Trustee shall have the power to
appoint, and the Issuer shall for such purpose join with the Trustee in the
execution, delivery and performance of all instruments and agreements necessary
or proper to appoint, one or more persons or entities approved by the Trustee
either to act as co-trustee or co-trustees, jointly with the Trustee, of all or
any part of the property subject to the trust created by this Indenture.

          If the appointment of a co-trustee is not sufficient to allow the
Trustee to avoid violating any law of the state jurisdiction denying or
restricting the Trustee's right to transact

<PAGE>

                                      -40-


business as Trustee in such jurisdiction or to exercise any of its remedies
contained herein or any Collateral Document, then the Trustee may execute, and
the Issuer shall for such purpose join with the Trustee, an instrument permitted
by applicable law creating a Sub-trust for all or a portion of the Trust Estate,
including collateral securing the Securities.  Initially, the Issuer and the
Trustee shall enter into an Act of Revocable Donation and Trust in the form
attached hereto as Exhibit ___.  Pursuant to such instrument, the Issuer and the
Trustee shall be the Settlors and John C. Stolhmann shall serve as the initial
trustee ("sub-trustee") pursuant to the terms thereof.

          The Sub-trustee shall be entitled to the same rights, privileges, and
immunities (but not the obligations) of the Trustee contained in Sections 6.1,
6.2, 6.3, 6.5 and 6.7 of this Indenture, in addition to the rights, privileges
and immunities contained in the Sub-trust.  Further, the Issuer shall indemnify
the Sub-trustee to the same extent as provided in Section 6.6 of this Indenture.

          The Trustee shall be accountable to the Securityholders for the acts
and omissions of the Sub-trustee in accordance with the standard of care
provided in Section 6.1 hereof, subject to limitations thereon set forth in
subsections (a) through (e) thereof, but only so long as the Sub-trustee is an
Affiliate of the Trustee.

          The Sub-trust shall be governed by the terms thereof.

          The following provisions relate only to the situation in which a co-
trustee is appointed pursuant to the terms hereof and not to the Sub-trust.

          Every co-trustee or separate trustee shall, to the extent permitted by
law, be appointed subject to the following terms:

               (a)    The Bonds shall be authenticated and delivered, and all
rights, powers, trusts, duties and obligations hereby conferred upon the Trustee
in respect to the custody, control and management of moneys, papers, securities
and other personal property shall be exercised, solely by the Trustee.

               (b)    All rights, powers, trusts, duties and obligations
conferred or imposed upon the trustees shall be conferred or imposed upon and
exercised or performed by the Trustee, or by the Trustee and such co-trustee or
co-trustees or separate trustee or separate trustees jointly, as shall be
provided in the instrument appointing such co-trustee or co-trustees or separate
trustee or separate trustees, except to the extent that, under the law of any
jurisdiction in which any particular act or acts are to be performed, the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such act or acts shall be performed by such co-trustee or co-
trustees or separate trustee or separate trustees.

<PAGE>

                                      -41-


               (c)    Any request in writing by the Trustee to any co-trustee or
separate trustee to take or to refrain from taking any action hereunder shall be
sufficient warrant for the taking, or the refraining from taking, of such action
by such co-trustee or separate trustee.

               (d)    Any co-trustee or separate trustee may, to the extent
permitted by law, delegate to the Trustee the exercise of any right, power,
trust, duty or obligation, discretionary or otherwise.

               (e)    The Trustee at any time, by any instrument in writing,
with the concurrence of the Issuer, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, in case an
Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustees or separate
trustee without the concurrence of the Issuer.  Upon the request of the Trustee,
the Issuer shall join with the Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal.

               (f)    No trustee hereunder shall be personally liable by reason
of any act or omission of other trustee hereunder, nor will the act or omission
of any trustee hereunder be imputed to any other trustee.

               (g)    Any demand, request, direction, appointment, removal,
notice, consent, waiver or other action in writing delivered to the Trustee
shall be deemed to have been delivered to each such co-trustee or separate
trustee.

               (h)    Any moneys, papers, securities or other items of personal
property received by any such co-trustee or separate trustee hereunder shall
forthwith, so far as may be permitted by law, be turned over to the Trustee.

          Upon the acceptance in writing of such appointment by any such co-
trustee or separate trustee, it or he or she shall be vested jointly with the
Trustee (except insofar as local law makes it necessary for any such co-trustee
or separate trustee to act alone) with such title to the property subject to the
trust created by this Indenture or any part thereof, and with such rights,
powers, duties or obligations, as shall be specified in the instrument of
appointment subject to all the terms hereof.  Every such acceptance shall be
filed with the Trustee.  To the extent permitted by law, any co-trustee or
separate trustee may, at any time by an instrument in writing, constitute the
Trustee its or his or her attorney-in-fact and agent, with full power and
authority to do all acts and things and to exercise all discretion on its or his
or her behalf and in its or his or her own name.

          In case any co-trustee or separate trustee shall die, become incapable
of acting, resign or be removed, the title to the pledged property, and all
rights, powers, trusts, duties and obligations of said co-trustee or separate
trustee shall, so far as permitted by law, vest

<PAGE>

                                      -42-


in and be exercised by the Trustee unless and until a successor co-trustee or
separate trustee shall be appointed in the manner herein provided.

                                    ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

          SECTION 7.1  EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS.  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Securityholders in Person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee.  Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer if made
in the manner provided in this Article.

          SECTION 7.2  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES.  Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.  The holdings of Securities
shall be proved by the Security register or by a certificate of the registrar
thereof.

          SECTION 7.3  HOLDERS TO BE TREATED AS OWNERS.  The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and, subject
to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of  the Issuer or
the Trustee shall be affected by any notice to the contrary.  All such payments
so made to any such Person, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

          SECTION 7.4  SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING.  In
determining whether the Holders of the requisite aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer or any other obligor on the
Securities or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any other obligor
on the Securities shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of deter-

<PAGE>

                                      -43-


mining whether the Trustee shall be protected in relying on any such direction,
consent or waiver only Securities which the Responsible Officer actually knows
are so owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Issuer or any other obligor upon
the Securities or any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Issuer or any other obligor
of the Securities.  In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice.  Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above described Persons; and, subject to Section 6.1, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth.

          SECTION 7.5  RIGHT OF REVOCATION OF ACTION TAKEN.  At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities specified in this Indenture in connection with such
action, any Holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this  Article,
revoke such action so far as concerns such Security.  Except as aforesaid, any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities.

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

          SECTION 8.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS.  The Issuer, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:

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

<PAGE>

                                      -44-


          (b)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities;

          (c)  to provide for the assumption of the Issuer's obligations
     hereunder to the Holders in the case of a merger or consolidation pursuant
     to Article Nine hereof;

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

          (e)  to comply with requirements of the Commission in order to effect
     or maintain the qualification of this Indenture under the Trust Indenture
     Act.

          The Trustee is hereby authorized to join in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee  shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this
Section 8.1 may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

          SECTION 8.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities), the Issuer, when authorized by a resolution
of the Board of Directors, and the Trustee may, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force at the
date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities; PROVIDED that no such supplemental indenture shall,
without the consent of each Holder affected thereby (with respect to any
Securities held by a non-consenting Securityholder), (i) reduce the principal
amount of Securities whose Holders must consent to an amendment, supplement or
waiver, (ii) reduce the principal of or change the fixed maturity of any
Security or alter the provisions with respect to the redemption of the
Securities, (iii) reduce the rate of or change the time for payment of interest
on any Security, (iv) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Securities (except a
rescission of acceleration of the Securities by the Holders of at least a
majority in aggregate principal amount of the then outstanding Securities and a
waiver of the payment default that

<PAGE>

                                      -45-


resulted from such acceleration), (v) make any Security payable in money other
than that stated in the Securities, (vi) make any change in the provisions of
the Indenture relating to waivers of past Defaults or the rights of Holders of
Securities to receive payments of principal of or interest on the Securities,
(vii) waive a redemption payment with respect to any Security or (viii) make any
change in the foregoing amendment and waiver provisions.

          The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled  to consent to any indenture
supplemental hereto.  If a record date is fixed, then 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 supplemental indenture or to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date.  No such consent shall be valid or effective for
more than 90 days after such record date.

          Upon the request of the Issuer accompanied by a copy of a resolution
of the Board of Directors certified by the Secretary or an Assistant Secretary
of the Issuer authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of the required
Securityholders and other documents, if any, required by Section 7.1, the
Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

          It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

          Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuer shall mail a notice thereof by first-class mail to the Holders of
Securities at their addresses as they shall appear on the registry books of the
Issuer, setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Issuer to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

          SECTION 8.3  EFFECT OF SUPPLEMENTAL INDENTURE.  Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such  modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

<PAGE>

                                      -46-


          SECTION 8.4  DOCUMENTS TO BE GIVEN TO TRUSTEE.  In connection with the
execution and delivery of any supplemental indenture pursuant to this Article
Eight, the Trustee shall receive an Officers' Certificate and an Opinion of
Counsel and, subject to the provisions of Sections 6.1 and 6.2, may rely thereon
as conclusive evidence that any such supplemental indenture complies with the
applicable provisions of this Indenture.  The Opinion of Counsel delivered
pursuant to this Section 8.4 shall include a statement that the execution,
delivery and performance of such supplemental indenture by the Issuer shall not
result in a breach or violation of, or constitute a default under, this
Indenture.  Subject to Section 6.1, the Trustee may conclusively rely on an
Opinion of Counsel with respect to the effect a supplemental indenture will have
on a Holder under Section 8.1(d).

          SECTION 8.5  NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES.  Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation in form approved by the Trustee as to any matter provided for by such
supplemental indenture or as to any action taken at any such meeting.  If the
Issuer or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities then outstanding.

                                    ARTICLE 9

                  NO CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          The Issuer shall not consolidate with, or merge with or into (whether
or not the Issuer is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets as an entirety in one or more related transactions to, another
corporation, person or entity.  For purposes of this Article 9, the transfer (by
lease, assignment, sale or otherwise), in a single transaction or series of
transactions), of all or substantially all of the properties or assets of one or
more Subsidiaries of the Issuer, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Issuer, shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Issuer.

                                   ARTICLE 10

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

          SECTION 10.1  SATISFACTION AND DISCHARGE OF INDENTURE.  This Indenture
shall cease to be of further effect as to all outstanding Securities (except as
to (A) rights of registration of transfer and exchange, and the Issuer's right
of optional redemption,

<PAGE>

                                      -47-


(B) substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (C) rights of Holders to receive payments of principal thereof and
interest thereon, (D) the rights, obligations and immunities of the Trustee
hereunder and (E) the rights of the Securityholders as beneficiaries hereof with
respect to the property so deposited with the Trustee under the provisions of
this Section 10.1) when (a) all outstanding Securities, except lost, stolen or
destroyed Securities which shall have been replaced or paid as provided in
Section 2.6, have been delivered to the Trustee for cancellation  or (b) the
Issuer shall have paid or caused to be paid the principal of and interest on the
Securities outstanding  hereunder, as and when the same shall have become due
and payable, or (c) (i) the Securities not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption under
arrangements satisfactory to the Trustee upon the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be
deposited with the Trustee, as trust funds, (A) money in an amount or
(B) Government Securities which through the payment of interest and principal
will provide, no later than one day before the due date of payments in respect
of the Securities, money in an amount or (C) a combination thereof, any one of
options (A), (B) or (C) being sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal of and
interest on the outstanding Securities to the date of maturity or redemption, as
the case may be.  The Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture.  The Issuer agrees to reimburse the Trustee for
any costs or expenses (including the reasonable fees of its counsel) thereafter
reasonably and properly incurred, to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Securities and to indemnify the trust referred to in
Section 10.2(a) for any tax liability and pay any expenses of such trust not
otherwise provided for pursuant to such Section.

          SECTION 10.2  DEFEASANCE AND DISCHARGE OF INDENTURE.  Subject to the
Securityholders' right to convert, the Issuer shall be deemed to have paid and
discharged the entire Indebtedness on all the outstanding Securities on the 91st
day after the date of the deposit referred to in subparagraph (a) hereof, and
the provisions of this Indenture, as it relates to such outstanding Securities,
shall no longer be in effect (and the Trustee, at the expense of the Issuer,
shall execute proper instruments acknowledging the same), except as to:
(1) rights of registration of transfer and exchange, and the Issuer's right of
optional redemption, (2) substitution of apparently mutilated, defaced,
destroyed, lost or stolen Securities, (3) rights of Holders to receive payments
of principal thereof and interest thereon, (4) the rights, obligations and
immunities of the Trustee hereunder and (5) the rights of the Securityholders as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them; PROVIDED that all of the following conditions
shall have been satisfied:

<PAGE>

                                      -48-


          (a)  the Issuer has deposited or caused to be irrevocably deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9) as trust funds in trust, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities,
     (i) money in an amount or (ii) Government Securities which through the
     payment of interest and principal in respect thereof in accordance with
     their terms will provide not later than one day before the due date of any
     payment referred to below money in an amount, or (iii) a combination
     thereof, any one of options (i), (ii) or (iii) being sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge without consideration of the reinvestment of such
     interest and after payment of all federal, state and local taxes or other
     charges and assessments in respect thereof payable by the Trustee, the
     principal of and each installment of principal and interest on the
     outstanding Securities as of the maturity date of such principal or
     installment of interest;

          (b)  such deposit shall not cause the Trustee to have a conflicting
     interest as defined in the Trust Indenture Act of 1939;

          (c)  such deposit shall not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Issuer is a party or by which it is bound;

          (d)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit or during the period ending on the
     91st day after such date;

          (e)  the Issuer has delivered to the Trustee an Opinion of Counsel to
     the effect that (i) the Holders of the Securities shall not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     deposits, defeasance and discharge 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 deposit, defeasance and discharge had not
     occurred, (ii) the creation of the trust will not violate the Investment
     Company Act of 1940, as amended, and (iii) Holders of the Securities will
     have a valid, first priority lien on the trust funds; and

          (f)  the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for relating to the defeasance contemplated by this provision have
     been complied with.

          SECTION 10.3  DEFEASANCE OF CERTAIN OBLIGATIONS.  Subject to the
Securityholders' right to convert, the Issuer may omit to comply with any term,
provision or condition set forth in Sections 3.5 to 3.13 inclusive, and will not
be subject to the Events of

<PAGE>

                                      -49-



Default described under clauses (d), (e) and (f) of Section 5.1 hereof, with
respect to the Securities, if all of the following conditions have been
satisfied:

          (a)  the Issuer has deposited or caused to be irrevocably deposited
     with the Trustee (or another trustee satisfying the requirements of Section
     6.9) as trust funds in trust, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities,
     (i) money in an amount, or (ii) Government Securities which through the
     payment of interest and principal in respect thereof in accordance with
     their terms will provide not later than one day before the due date of any
     payment referred to below money in an amount, or (iii) a combination
     thereof, any one of options (i), (ii) or (iii) being sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge without consideration of the reinvestment of such
     interest and after payment of all federal, state and local taxes or other
     charges and assessments in respect thereof payable by the Trustee, the
     principal of and each installment of principal and interest on the
     outstanding Securities on the maturity date of such principal or
     installment of principal or interest;

          (b)  such deposit shall not cause the Trustee to have a conflicting
     interest as defined in the Trust Indenture Act of 1939;

          (c)  such deposit shall not result in a breach or violation of, or
     constitute a default under, this Indenture or any other agreement or
     instrument to which the Issuer is a party or by which it is bound;

          (d)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (e)  the Issuer has delivered to the Trustee an Opinion of Counsel to
     the effect that (i) the Holders of the Securities shall not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     deposit and defeasance of certain obligations 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 deposit and defeasance had
     not occurred, (ii) the creation of the trust will not violate the
     Investment Company Act of 1940, as amended, and (iii) Holders of the
     Securities will have a valid, first-priority lien on the trust funds; and

          (f)  the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the defeasance contemplated by this
     Section 10.3 have been complied with.

          SECTION 10.4  APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES.  Subject to Section 10.6, all moneys and Governmental Securities
deposited with

<PAGE>

                                      -50-


the Trustee pursuant to Sections 10.1, 10.2 and 10.3 shall be held in trust and
applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as paying agent), to the Holders of the particular
Securities for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money and Government Securities need not be
segregated from other funds except to the extent required by law.

          SECTION 10.5  REPAYMENT OF MONEYS HELD BY PAYING AGENT.  In connection
with the satisfaction and discharge of this Indenture all moneys and Government
Securities then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Issuer, be repaid to the Issuer or paid to the Trustee
and thereupon such paying agent shall be released from all further liability
with respect to such moneys and Government Securities .

          SECTION 10.6  RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR TWO YEARS.  Any moneys and Government Securities deposited with or
paid to the Trustee or any paying agent for the payment of the principal of or
interest on any Security and not applied but remaining unclaimed for two years
after the date upon which such principal or interest shall have become due and
payable shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or  abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee or such paying
agent, and the Holder of such Security shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such moneys and Government Securities shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such paying agent before being required
to make any such repayments may, at the expense of the Issuer, cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, the City of New York, notice that such money remains unclaimed and
that after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.  In the event any Securities are not presented for
payment when due, either at maturity or at the date fixed for redemption thereof
or otherwise, if funds sufficient to pay such Securities shall have been made
available to the Trustee or Paying Agent for the benefit of the Holders thereof,
all liability of the Issuer to the Holders for payment of such Securities shall
terminate and be completely discharged.  The Trustee shall hold such segregated
funds, without liability for interest thereon, for the benefit of the Holders,
who shall thereafter be restricted exclusively to such funds for the
satisfaction of any claim of whatever nature on their part under this Indenture
or relating to such Securities.

          SECTION 10.7  REINSTATEMENT.  If the Trustee or paying agent is unable
to apply any moneys or Government Securities in accordance with this Article Ten
by reason

<PAGE>

                                      -51-


of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Ten until such time as the Trustee or paying agent is permitted to
apply all such moneys or Government Securities in accordance with this Article;
PROVIDED, HOWEVER, that if the Issuer has made any payment of principal of or
interest on any Securities because of the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the moneys or Government Securities held by the
Trustee or paying agent.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

          SECTION 11.1  INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future stockholder,
officer, employee, director, or creditor, as such, of the Issuer or the Trustee
or any subsidiary of the Issuer or any successor of the Issuer or the Trustee or
any such subsidiary, whether directly or through the Issuer or any subsidiary of
the Issuer or any successor of the Issuer or any such subsidiary, under any rule
of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

          SECTION 11.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND SECURITYHOLDERS.  Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, firm or corporation,
other than the parties hereto and their successors and the Holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant or provision herein contained.

          SECTION 11.3  SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

          SECTION 11.4  NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
SECURITYHOLDERS.  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer shall be given or served by (i) delivery in
Person, (ii) telecopy (confirmed by copy sent by first-class mail) or
(iii) certified or registered mail, return receipt requested (except as
otherwise specifically provided herein), in each case addressed (until another
address of the Issuer is

<PAGE>

                                      -52-


filed by the Issuer with the Trustee) to Trans World Gaming Corp., One Penn
Plaza, Suite 4303, New York, NY  10119, Attention: President (Telecopy No.:
(212) 563-3380).  Any notice, direction, request or demand by the Issuer or any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or served by one of the methods
described in the first sentence of this Section 11.4, addressed to the Corporate
Trust Office (Telecopy No.: 212-754-1303).

          Where this Indenture provides for notice to Holders, including any
notice delivered in connection with TIA Section 310(b), TIA Section 313(c), TIA
Section 314(a) and TIA Section 315(b), such notice shall be sufficiently given
(unless otherwise herein expressly  provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in the Security register.  Any notice which is delivered,
telecopied (and confirmed by mail) or mailed in the manner herein provided shall
be conclusively presumed to have been given, whether or not the addressee
receives such notice.  In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.  Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice.  Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice or confirm by mail
telecopy notice to the Issuer and Securityholders when such notice is required
to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

          SECTION 11.5  COMPLIANCE CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN.  Upon an application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee (i) an Officers' Certificate stating
that all conditions precedent 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 and (iii) if appropriate, an Accountants' Certificate stating that
in the opinion of such accountants all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

          Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the Person
making such certificate or opinion has read

<PAGE>

                                      -53-


such covenant or condition, (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based, (c) a statement that, in the opinion
of such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with and (d) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.

          Any certificate, statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of or representations by counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.  Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters and information which is in the possession of the Issuer,
upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.

          Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

          Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

          SECTION 11.6  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS.  If the
date of maturity of interest on or principal of the Securities or the date fixed
for redemption of any  Security shall not be a Business Day, then payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.

          SECTION 11.7  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939.  If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included herein by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, such required provision shall control.

<PAGE>

                                      -54-


          SECTION 11.8  NEW YORK LAW TO GOVERN.  THIS INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS (OTHER
THAN CHOICE OF LAW RULES) OF SAID STATE.  THE ISSUER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE OR THE SECURITIES AND THE ISSUER HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH UNITED STATES FEDERAL OR NEW YORK STATE COURT.  THE
ISSUER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDINGS IN SUCH RESPECTIVE JURISDICTIONS.  THE ISSUER IRREVOCABLY
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY COURT IN OR OF THE STATE OF NEW YORK BY THE DELIVERY OF COPIES OF
SUCH PROCESS TO THE ISSUER, AT ITS ADDRESS SPECIFIED IN SECTION 11.4 HEREOF OR
BY CERTIFIED MAIL DIRECT TO SUCH ADDRESS.

     WHENEVER POSSIBLE EACH PROVISION OF THIS INDENTURE SHALL BE INTERPRETED IN
SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY
PROVISION OF THIS INDENTURE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE
LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS OF THIS INDENTURE.  WHENEVER IN THIS NOTE REFERENCE IS MADE
TO THE ISSUER OR A HOLDER, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE, AS
APPLICABLE, A REFERENCE TO THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.  THE
PROVISIONS OF THIS INDENTURE SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF SUCH SUCCESSOR AND ASSIGNS.  THE ISSUER'S SUCCESSORS AND ASSIGNS
SHALL INCLUDE, WITHOUT LIMITATION, A RECEIVER, TRUSTEE OR DEBTOR IN POSSESSION
FOR THE ISSUER.

          SECTION 11.9  COUNTERPARTS.  This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

          SECTION 11.10  EFFECT OF HEADINGS.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

<PAGE>

                                      -55-


                                   ARTICLE 12

                            REDEMPTION OF SECURITIES

          SECTION 12.1  RIGHT OF OPTIONAL REDEMPTION; PRICES.  Subject to the
terms and conditions of this Indenture, the Issuer at its option may redeem all,
but not part of, the Securities upon payment of the redemption price as set
forth in the terms of the Security, together with accrued and unpaid interest to
the date fixed for redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

          SECTION 12.2  NOTICE OF REDEMPTION.  Notice of redemption to the
Holders of Securities to be redeemed as a whole shall be given by mailing notice
of such redemption by first-class mail, postage prepaid, at least 30 and not
more than 60 days prior to the date fixed for redemption to such Holders of
Securities at their last addresses as they shall appear upon the registry books.
Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
Failure to give notice by mail, or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part, shall not affect the
validity of the proceedings for the redemption of any other Security.

          The notice of redemption to each such Holder shall specify the
principal amount of each Security held by such Holder to be redeemed, the date
fixed for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption to the extent provided in
Section 12.1 will be paid as specified in said notice, that on and after said
date interest thereon will cease to accrue.

          The notice of redemption of Securities to be redeemed shall be given
by the Issuer or, at the Issuer's request, by the Trustee in the name and at the
expense of the Issuer.  The Issuer shall notify the Trustee of such redemption
at least 15 days prior to the date the notice of redemption is to be sent to the
Holders and shall specify in such notice whether the Trustee is to give such
notice.

          At least one Business Day prior to the redemption date specified in
the notice of redemption given as provided in this Section 12.2, the Issuer will
deposit with the Trustee or with one or more paying agents (or, if the Issuer is
acting as paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) in immediately available funds an amount of money sufficient to
redeem in immediately available funds on the redemption date all the Securities
so called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption to the extent provided in
Section 12.1.

<PAGE>

                                      -56-


          SECTION 12.3  PAYMENT OF SECURITIES CALLED FOR REDEMPTION.  If notice
of redemption has been given as above provided, the Securities shall become due
and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date to the extent provided in Section 12.1) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.6, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption to the extent
provided in Section 12.1.  On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; PROVIDED that any
semi-annual payment of interest becoming due on the date fixed for redemption
shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Section 2.4 hereof.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate borne
by the Security.

          SECTION 12.4  EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION.  Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate and delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, (a) the
Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

                                   ARTICLE 13

                                   CONVERSION

          SECTION 13.1  CONVERSION PRIVILEGE.  A holder of a Security may
convert it into Common Stock at any time during the period stated in the
Securities.  The number of shares issuable upon conversion of a Security is
determined as follows:  Divide the principal amount to be converted by the
conversion price in effect on the conversion date.  Round the result to the
nearest 1/100th of a share.

          The initial conversion price is stated in the Securities.  The
conversion price is subject to adjustment.
<PAGE>

                                      -57-


          A Holder may convert a portion of a Security if the portion is $1,000
or a whole multiple of $1,000.  Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of it.

          "Common Stock" means Common Stock of the TWG as it exists on the date
of this Indenture as originally signed.

          SECTION 13.2  CONVERSION PROCEDURE.  To convert a Security a Holder
must satisfy the requirements in the Securities.  The date on which the Holder
satisfies all those requirements is the conversion date.  As soon as practical,
TWG shall deliver through the Conversion Agent a certificate for the number of
full shares of Common Stock issuable upon the conversion and a check for any
fractional share.  The person in whose name the certificate is registered shall
be treated as a stockholder of record on and after the conversion date.

          No payment or adjustment will be made for accrued interest on a
converted Security.

          If a Holder converts more than one Security at the same time, the
number of full shares issuable upon the conversion shall be based on the total
principal amount of the Securities converted.

          Upon surrender of a Security that is converted in part, the Trustee
shall authenticate for the Holder a new Security equal in principal amount to
the unconverted portion of the Security surrendered.

          If the last day on which a Security may be converted is a Legal
Holiday in a place where a Conversion Agent is located, the Security may be
surrendered to that Conversion Agent on the next succeeding day that is not a
Legal Holiday.

          SECTION 13.3  FRACTIONAL SHARES.  TWG will not issue a fractional
share of Common Stock upon conversion of a Security.  Instead TWG will deliver
its check for the current market value of the fractional share.  The current
market value of a fraction of a share is determined as follows:  Multiply the
current market price of a full share by the fraction.  Round the result to the
nearest cent.

          The current market price of a share of Common Stock is the Quoted
Price of the Common Stock on the last trading day prior to the conversion date.
In the absence of such a quotation, TWG shall determine the current market price
on the basis of such quotations as it considers appropriate.

          SECTION 13.4  TAXES ON CONVERSION.  If a Holder of a Security converts
it, TWG shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of

<PAGE>

                                      -58-


shares of Common Stock upon the conversion.  However, the Holder shall pay any
such tax which is due because the shares are issued in a name other than the
Holder's name.

          SECTION 13.5  TWG TO PROVIDE STOCK.  TWG shall reserve out of its
authorized but unissued Common Stock or its Common Stock held in treasury enough
shares of Common Stock to permit the conversion of the Securities.

          All shares of Common Stock which may be issued upon conversion of the
Securities shall be fully paid and non-assessable.

          TWG will endeavor to comply with all securities laws regulating the
offer and delivery of shares of Common Stock upon conversion of Securities and
will endeavor to list such shares on each national securities exchange on which
the Common Stock is listed.

          SECTION 13.6  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If TWG:

          (1)  pays a dividend or makes a distribution on its Common Stock in
          shares of its Common Stock;

          (2)  subdivides its outstanding shares of Common Stock into a greater
          number of shares;

          (3)  combines its outstanding shares of Common Stock into a smaller
          number of shares;

          (4)  makes a distribution on its Common Stock in shares of its capital
          stock other than Common Stock; or

          (5)  issues by reclassification of its Common Stock any shares of its
          capital stock,

then the conversion privilege and the conversion price in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of capital stock of TWG
which he would have owned immediately following such action if he had converted
the Security immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a Holder of a Security upon conversion of it
may receive shares of two or more classes of capital stock of TWG, TWG shall
determine the allocation of the adjusted conversion price between the classes of
capital stock.  After such allocation,

<PAGE>

                                      -59-


the conversion privilege and the conversion price of each class of capital stock
shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock in this Article.

          SECTION 13.7  ADJUSTMENT FOR RIGHTS ISSUE.  If TWG distributes any
rights or warrants to all holders of its Common Stock entitling them for a
period expiring within 60 days after the record date mentioned below to purchase
shares of Common Stock at a price per share less than the current market price
per share on that record date, the conversion price shall be adjusted in
accordance with the formula:


                                     N X P
                                     -----
                                   O + M
                        C' = C  X  -----
                                   O + N

where:

     C' = the adjusted conversion price.
     C  = the current conversion price.
     O  = the number of shares of Common Stock outstanding on the record date.
     N =  the number of additional shares of Common Stock offered.
     P =  the offering price per share of the additional shares.
     M =  the current market price per share of Common Stock on the record date.

          The adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive the rights or
warrants.

          SECTION 13.8  ADJUSTMENT FOR OTHER DISTRIBUTIONS.  If TWG distributes
to all holders of its Common Stock any of its assets or debt securities or any
rights or warrants to purchase securities of TWG, the conversion price shall be
adjusted in accordance with the formula:

                                   N - F
                         C' = C X  -----
                                     M

where:

     C' = the adjusted conversion price.
     C  = the current conversion price.
     M  = the current market price per share of Common Stock on the record date
          mentioned below.

<PAGE>

                                      -60-


     F  = the fair market value on the record date of the assets, securities,
          rights or warrants applicable to one share of Common Stock.  TWG shall
          determine the fair market value.

          The adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.

          This Section does not apply to rights or warrants referred to in
Section 13.7.

          SECTION 13.9  CURRENT MARKET PRICE.  In Sections 13.7 and 13.8 the
current market price per share of Common Stock on any date is the average of the
Quoted Prices of the Common Stock for 30 consecutive trading days commencing 45
trading days after the date in question.  In the absence of one or more such
quotations, TWG shall determine the current market price on the basis of such
quotations as it considers appropriate.

          SECTION 13.10  WHEN ADJUSTMENT MAY BE DEFERRED.  No adjustment in the
conversion price need be made unless the adjustment would require an increase or
decrease of at least 1% in the conversion price.  Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

          All calculations under this Article shall be made to the nearest cent
or to the nearest 1/100th of a share, as the case may be.

          SECTION 13.11  WHEN NO ADJUSTMENT REQUIRED.  No adjustment need be
made for a transaction referred to in Section 13.6, 13.7 or 13.8 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction.

          No adjustment need be made for rights to purchase Common Stock
pursuant to a TWG plan for reinvestment of dividends or interest.

          No adjustment need be made for a change in the par value or no par
value of the Common Stock.

          To the extent the Securities become convertible into cash, no
adjustment need be made thereafter as to the cash.  Interest will not accrue on
the cash.

          SECTION 13.12  NOTICE OF ADJUSTMENT.  Whenever the conversion price is
adjusted, TWG shall promptly mail to Securityholders a notice of the adjustment.
TWG shall file with the Trustee a certificate from TWG's independent public
accountants briefly stating the facts requiring the adjustment and the manner of
computing it.  The certificate shall be conclusive evidence that the adjustment
is correct.

<PAGE>

                                      -61-


          SECTION 13.13  VOLUNTARY REDUCTION.  TWG from time to time may reduce
the conversion price by any amount for any period of time if the period is at
least 20 days and if the reduction is irrevocable during the period.

          Whenever the conversion price is reduced, TWG shall mail to
Securityholders a notice of the reduction.  TWG shall mail the notice at least
15 days before the date the reduced conversion price takes effect.  The notice
shall state the reduced conversion price and the period it will be in effect.

          A reduction of the conversion price does not change or adjust the
conversion price otherwise in effect for purposes of Sections 13.6 through 13.8.

          SECTION 13.14  NOTICE OF CERTAIN TRANSACTIONS.  If:

               (1)  TWG takes any action that would require an adjustment in the
          conversion price pursuant to Section 13.6, 13.7 or 13.8 and if TWG
          does not let Securityholders participate pursuant to Section 13.11;

               (2)  TWG takes any action that would require a supplemental
          indenture pursuant to Section 13.15; or

               (3)  there is a liquidation or dissolution of TWG,

TWG shall mail to Securityholders a notice stating the proposed record date for
a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, transfer, lease,
liquidation or dissolution.  TWG shall mail the notice at least 15 days before
such date.  Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

          SECTION 13.15  TRUSTEE'S DISCLAIMER.  The Trustee has no duty to
determine when an adjustment under this Article should be made, how it would be
made or what it should be.  The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities.  The Trustee shall not be responsible for TWG's failure to comply
with this Article.  Each Conversion Agent other than TWG shall have the same
protection under this Section as the Trustee.

          SECTION 13.16  REGISTRATION RIGHTS.  The Securityholders shall have
the right to have the shares of Common Stock underlying the Securities
registered as part of the next public offering of the Common Stock.  If no
Common Stock offering has occurred by December 31, 1997, then upon the written
request of the holders of a majority in the principal amount of the Securities
outstanding, and on a one-time basis, TWG shall file and use its best efforts to
cause to be declared effective by the Securities and Exchange Commission a
registration statement or post-effective amendment thereto as permitted under
the Securities

<PAGE>

                                      -62-


Act, covering the sale by the Securityholder of the Common Stock issuable upon
conversion of the Securities or any portion hereof (the "Registerable
Securities").  TWG shall supply prospectuses in order to facilitate the public
sale or other disposition of the Registerable Securities, use its best efforts
to register and qualify any of the Registerable Securities for sale in such
states as such Securityholder reasonably designates and do any and all other
acts and things which may be necessary to enable such Securityholder to
consummate the public sale of the Registerable Securities, and furnish
indemnification in the manner provided in Section 13.17.  The Securityholders
shall furnish information reasonably requested by TWG in accordance with such
post-effective amendments or registration statements, including its intentions
with respect thereto, and shall furnish indemnification as set forth in Section
13.18.

          TWG will maintain such registration statement or post-effective
amendment current and effective under the Securities Act until the maturity date
of the Securities, June 30, 1999; PROVIDED, HOWEVER, that upon 15 days' advance
written notice to the Securityholders TWG may suspend the availability of such
registration statement or post-effective amendment for not more than three
periods of three months each (a "Suspension Period"), PROVIDED FURTHER, HOWEVER,
that no Suspension Period may commence sooner than three months after the
termination of any other Suspension Period and there may be no more than two
three month Suspension Periods in any twelve month time period.

          TWG shall bear the entire cost and expense of any registration of
securities under Section 13.16 hereof.  Notwithstanding the foregoing, any
Securityholder whose Registerable Securities are included in any such
registration statement pursuant to this Section 13.16 shall, however, bear the
fees of any counsel retained by him and any transfer taxes or underwriting
discounts or commissions applicable to the Registerable Securities sold by him
pursuant thereto.

          SECTION 13.17  INDEMNIFICATION BY TWG.  Whenever pursuant to
Section 13.16 a registration statement relating to any Registerable Securities
is filed under the Securities Act, amended or supplemented, TWG will indemnify
and hold harmless each Securityholder of the Registerable Securities covered by
such registration statement, amendment or supplement (such holder hereinafter
referred to as the "Distributing Holder"), each person, if any, who controls
(within the meaning of the Act) the Distributing Holder, and each officer,
employee, partner or agent of the Distributing Holder, and each underwriter
(within the meaning of the Securities Act) of such securities and each person,
if any, who controls (within the meaning of the Securities Act) any such
underwriter and each officer, employee, agent or partner of such underwriter
against any losses, claims, damages or liabilities, joint or several, to which
the Distributing Holder, any such underwriter or any other person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement or alleged untrue
statement of any material fact contained in any such registration statement or
any preliminary prospectus or final prospectus constituting a part thereof or
any amendment or supplement thereto, or arise out of or are based upon the
omission to state

<PAGE>

                                      -63-


therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse the Distributing Holder
and each such underwriter or such other person for any legal or other expenses
reasonably incurred by the Distributing Holder, or underwriter or such other
person, in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that TWG will not be liable in
any such case (i) to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement in
reliance upon and in conformity with written information furnished by such
Distributing Holder, any other Distributing Holder or any such underwriter for
use in the preparation thereof, and (ii) such losses, claims, damages or
liabilities arise out of or are based upon any actual or alleged untrue
statement or omission made in or from any preliminary prospectus, but corrected
in the final prospectus, as amended or supplemented.

          SECTION 13.18  INDEMNIFICATION BY DISTRIBUTING HOLDER.  Whenever
pursuant to Section 13.16 a registration statement relating to the Registerable
Securities is filed under the Securities Act, or is amended or supplemented, the
Distributing Holder will indemnify and hold harmless TWG, each of its directors,
each of its officers who have signed said registration statement and such
amendments and supplements thereto, and each person, if any, who controls the
TWG (within the meaning of the Securities Act) against any losses, claims,
damages or liabilities to which the TWG or any such director, officer or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in any such registration statement or any
preliminary prospectus or final prospectus constituting a part thereof, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent that such untrue statement or alleged
untrue statement or omission was made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement in
reliance upon and in conformity with written information furnished by such
Distributing Holder for use in the preparation thereof; and will reimburse TWG
or any such director, officer or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action.

          SECTION 13.19  NOTICE. Promptly after receipt by an indemnified party
under Section 13.17 or Section 13.18 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party, give the indemnifying party notice of the
commencement thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under  Section 13.17 or Section 13.18.

<PAGE>

                                      -64-


          SECTION 13.20  RIGHT TO ELECT TO ASSUME DEFENSE.  In case any such
action is brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnified part to such indemnified party of its election to so assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under Section 13.17 or Section 13.18 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.


                                   ARTICLE 14

                                    SECURITY

          SECTION 14.1  PLEDGE AND SECURITY INTEREST.  "Collateral" means all
property, including, without limitation, fee and leasehold interests in real
property, of the Issuer subject to the Lien of the Collateral Agreements.
Pursuant to the terms of the Collateral Agreements, the Issuer has granted to
the Trustee Liens on the Collateral for the benefit of holders of the
Securities.  All references herein to the "Security Interest" and to the "Lien
of this Indenture" shall be deemed to mean and refer to the Liens granted to the
Trustee pursuant to the terms of the Collateral Agreements.

          SECTION 14.2  SECURITY FOR OBLIGATION.  The Security Interest secures
among other things the payment and performance of all obligations of the Issuer
now or hereafter existing under the Securities, the Collateral Agreements or
this Indenture, including without limitation the prompt payment when due
(whether by acceleration or otherwise) of the principal of or interest on the
Securities (all such obligations of the Issuer being herein called the
"Obligations").

          SECTION 14.3  PERFECTION OF SECURITY INTEREST.

          (a)  The Issuer shall cause this Indenture, the Collateral Agreements,
financing statements, continuation statements, notifications of secured
transactions and other instruments with respect to the Collateral to be promptly
executed, recorded, registered and filed and to be kept recorded, registered and
filed in such manner and in such places as may be required by law, and take all
such other actions as may be required, in order to make effective the Security
Interest in all personal property constituting part of the Collateral as a
perfected security interest and in all real property constituting part of the
Collateral as a mortgage lien effective as to third parties, and shall pay all
taxes and fees incidental thereto.

<PAGE>

                                      -65-


          (b)  The Issuer shall comply with the provisions of TIA Section 314(b)
and (d).  For purposes of TIA Section 314(d) and any certificate or opinion to
be provided to the Trustee thereunder by any engineer, appraiser or other
expert, no release of Collateral from the Lien of this Indenture which is
permitted by Section 14.4 or any other provision of this Indenture will be
deemed to impair the security under this Indenture in contravention of the
provisions hereof.

          SECTION 14.4  NO DISPOSITION OF COLLATERAL; RELEASE OF LIEN OF
INDENTURE.  The Issuer or any Subsidiary may not sell or otherwise dispose of
Collateral.

          SECTION 14.5  OTHER LIENS.  The Issuer will not create or permit to
exist any Lien upon or with respect to any of the Collateral, except for any
Liens permitted by the terms hereof or of the Collateral Agreements.

          SECTION 14.6  TRUSTEE APPOINTED ATTORNEY-IN-FACT.  The Trustee shall
take any action required or permitted to be taken by the Trustee under the
Collateral Agreements if directed in writing to do so by the Holders of at least
50% in aggregate principal amount of the Securities then outstanding; provided,
however, that no action shall be taken which, in the Opinion of Counsel, impairs
the enforceability, priority or perfection of the Lien of this Indenture as to
the Collateral then subject thereto, unless directed by all Holders.

          SECTION 14.7  RETURN OF COLLATERAL.  Upon the payment in full of the
obligations or upon satisfaction and discharge of this Indenture in accordance
with Article 10 (and the Trustee receiving written confirmation thereof
satisfactory to the Trustee), the Trustee, subject to the terms of the
Collateral Agreements, shall forthwith take all necessary action to return any
Collateral in the Trustee's possession to the Issuer or its Subsidiaries, as the
case may be, and release the Liens thereon and Security Interests therein.

          SECTION 14.8  DEFAULT REMEDIES.  The Trustee shall have the rights set
forth in the Collateral Agreements to exercise the remedies to realize upon the
collateral set forth in the Collateral Agreements.

          SECTION 14.9  PROCEEDS.  The proceeds of any sale or other disposition
of the Collateral received by the Trustee pursuant to the terms of the
Collateral Agreements shall be applied by the Trustee:

          First: to the payment of the costs and expenses of such sale,
including a reasonable compensation to the Trustee, and its agents, attorneys
and counsel, and of all charges, expenses, liabilities and advances incurred or
made by the Trustee under this Indenture;

          Second: to the reimbursement of the Trustee for any sum advanced by
the Trustee to the Issuer in order to preserve the Collateral together with
interest at the rate

<PAGE>

                                      -66-


charged publicly announced by Citibank, N.A. from time to time in New York, New
York as its reference rate; and

          Third: as provided in Section 5.3.

          SECTION 14.10  DEFICIENCY.  The Issuer shall remain liable for any
unfulfilled obligations, together with interest thereon, in accordance with and
subject to the provisions of the Securities and this Indenture.

          SECTION 14.11  TRUSTEE'S DUTIES.  The powers conferred upon the
Trustee by this Article 14 are solely to protect its interest and the interest
of the Holders in the Collateral and shall not impose any duty upon the Trustee
to exercise any such powers except as expressly provided in this Indenture or in
the Collateral Agreements.  The Trustee shall be under no duty to the Issuer
whatsoever to make or give any presentment, demand for performance, notice of
nonperformance, protest, notice of protest, notice of dishonor, or other notice
or demand in connection with any Collateral or the Obligations, or to take any
steps necessary to preserve any rights against prior parties except as expressly
provided in this Indenture or in the Collateral Agreements.  The Trustee shall
not be liable to the Issuer for failure to collect or realize upon any or all of
the obligations or Collateral, or for any delay in so doing, nor shall the
Trustee be under any duty to the Issuer to take any action whatsoever with
regard thereto.  The Trustee shall have no duty to the Issuer to comply with any
recording, filing, or other legal requirements necessary to establish or
maintain the validity, priority or enforceability of, or the Trustee's rights in
or to, any of the Collateral.

          SECTION 14.12  SPECIAL TRUSTEE POWERS DUE TO ENVIRONMENTAL CONDITIONS.
The Trustee shall have the power to settle or compromise at any time any and all
claims against the Trust Estate or the Trustee (either in its corporate
capacity, or in the personal capacity of the individuals serving as trust
officers on behalf of the Trustee), which may be asserted by any governmental
body or private party involving the alleged violation of any applicable
Environmental Laws affecting the Collateral or any other property held in trust
with respect to or in connection with the Collateral.  Notwithstanding any
provision in this subparagraph to the contrary, the Trustee may not settle or
compromise any claim against the Trust Estate or the Trustee which may result in
any liability being asserted against Issuer without Issuer having had a
reasonable opportunity to resolve the alleged violation, which reasonable
opportunity shall not exceed 60 days from the date on which Issuer shall have
been notified of such alleged violation by a governmental body or a private
party; provided, however, in the event that Issuer shall be in default under the
Indenture or under the Collateral Agreements, then it shall have none of the
rights afforded to it in this paragraph.

          The Trustee shall not be personally liable to the Holders or any other
Person for any decrease in value of the Collateral by reason of the Trustee's
compliance with any Applicable Environmental Laws (as defined in the Collateral
Agreements), specifically including any reporting requirement under such law.
Neither the acceptance by the Trustee

<PAGE>

                                      -67-


of property nor failure by the Trustee to inspect property shall be deemed to
create any interference as to whether or not there is or may be any liability
under any applicable Environmental Laws with respect to such property.

          Notwithstanding anything in this Indenture or the Collateral
Agreements to the contrary, the Trustee shall not be required to initiate
foreclosure proceedings with respect to the Collateral, and shall not otherwise
be required to acquire possession of, or take other action with respect to the
Collateral which could cause the Trustee to be considered an "owner" or
"operator" within the meaning of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, or any
other law dealing with the environmental matters or hazardous substances, unless
the Trustee has sufficient comfort, based on previous determinations by experts
on which it can rely, including environmental report, that:

          (a)  there are no circumstances present at the Collateral relating to
     the use, management or disposal of any hazardous substances, hazardous
     materials, hazardous wastes or petroleum-based materials for which
     investigation, testing, monitoring, contaminant, clean up or remedial
     action could be required under any environmental laws, or that if any such
     materials are present for which such action could be required, that it
     would be nevertheless in the best economic interest of the Trustee and the
     Holders to take such actions with respect to the Collateral;

          (b)  if the Trustee has determined that it would be in the best
     economic interest of the Trustee and the Holders, the Trustee must be
     satisfied that they will suffer no unreimbursed liabilities and will be
     adequately reimbursed for all liabilities, expenses and costs from
     available funds in Trustee's possession and control; and

          (c)  if the Trustee has determined that it would be in the best
     economic interest of the Trustee and the Holders to take any such action
     and its aforementioned liabilities, expenses and costs are adequately
     reimbursed, the Trustee has so notified the Holders and has not received,
     within 30 days of such notification, instructions from owners of fifty
     percent (50%) or more in principal amount of the then outstanding
     Securities directing it not to take such action.

          If the foregoing conditions are not satisfied and the Trustee is not
willing to waive such conditions and initiate foreclosure proceedings, then the
Trustee shall take such actions as are reasonably necessary or appropriate in
order to facilitate the appointment of a co-trustee, being a person or entity
designated by the Holders of a majority in principal amount of the Securities
then outstanding and to assign to such person or entity (subject, however, to
the trusts created pursuant to the Indenture) the beneficial interest under the
Collateral Agreements which secures the obligations under the Indenture, for the
limited purpose of conducting a foreclosure of such Collateral Agreements and
receiving and holding any title to real property obtained as a result of such
foreclosure.  Persons or entities

<PAGE>

                                      -68-


appointed as co-trustees or agents of the Trustee pursuant to this Section shall
not be required to meet the criteria of Section 6.9 of this Indenture, or any
other criteria, in order to serve as such.

<PAGE>

                                      -69-

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and, where appropriate, their respective corporate seals to be
hereunto affixed and attested, all as of                        , 1996.

                                  TRANS WORLD GAMING CORP.

                                  By:
                                      ---------------------------------------

                                  By:
                                      ---------------------------------------


                                  TRANS WORLD GAMING OF LOUISIANA, INC.

                                  By:
                                      ---------------------------------------

                                  By:
                                      ---------------------------------------

[CORPORATE SEAL]

Attest:


By:
   -----------------------

                                  U.S. TRUST COMPANY OF TEXAS, N.A. , as Trustee

                                  By:
                                      ---------------------------------------


                                  -------------------------------------------
                                                (Name and Title)

[CORPORATE SEAL]

Attest:


By:
   -----------------------