<PAGE>

                            -------------------------
                      PARK PLACE ENTERTAINMENT CORPORATION,

                                    as Issuer
                            -------------------------
                                       and

                          NORWEST BANK MINNESOTA, N.A.,

                                   as Trustee

================================================================================
                                    INDENTURE

                          Dated as of February 22, 2000

                                  $500,000,000

                    9 3/8% Senior Subordinated Notes due 2007


<PAGE>


                              CROSS-REFERENCE TABLE

     Reconciliation and tie between Trust Indenture Act of 1939, as amended, and
Indenture, dated as of February 22, 2000

<TABLE>
<CAPTION>

TIA                                                                   INDENTURE
SECTION                                                                SECTION
<S>                                                                 <C>
ss.310(a)(1)......................................................      6.09
      (a)(2)......................................................      6.09
      (b).........................................................      6.07, 6.10
ss.311(a).........................................................      6.13
ss.312(a).........................................................      7.01
      (c).........................................................      7.02
ss.313(a).........................................................      7.03
      (c).........................................................      7.03, 10.09
ss.314(a).........................................................      7.04
      (c)(1)......................................................      1.03
      (c)(2)......................................................      1.03
      (d).........................................................      12.1(c)
      (e).........................................................      1.03
ss.315(a).........................................................      6.01(b)
      (b).........................................................      6.02
      (c).........................................................      6.01(a)
      (d).........................................................      6.01(c), 6.03
      (e).........................................................      5.14
ss.316(a)(last sentence)..........................................      1.01
      (a)(1)(A)...................................................      5.02, 5.12
      (a)(1)(B)...................................................      5.13
      (b).........................................................      5.08
      (c).........................................................      1.05
ss.317(a)(1)......................................................      5.03
      (a)(2)......................................................      5.04
      (b).........................................................     10.03
ss.318(a).........................................................      1.08

</TABLE>

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

Note:  This reconciliation and tie shall not, for any purpose, be deemed to
       be a part of this Indenture.

<PAGE>




                                TABLE OF CONTENTS



                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>
<CAPTION>
                                                                                       PAGE

<S>            <C>                                                                      <C>
Section 1.01.     Definitions..............................................................1
                  Additional Interest......................................................2
                  Affiliate................................................................2
                  Applicable Procedures....................................................2
                  Attributable Debt........................................................2
                  Bankruptcy Law...........................................................2
                  Board of Directors.......................................................2
                  Board Resolution.........................................................2
                  Book-Entry Security......................................................2
                  Business Day.............................................................2
                  Capital Improvements.....................................................3
                  Capital Stock............................................................3
                  Cash Equivalents.........................................................3
                  Code.....................................................................3
                  Commission...............................................................3
                  Common Stock.............................................................3
                  Company..................................................................3
                  Company Order............................................................3
                  Company Request..........................................................3
                  Consolidated.............................................................4
                  Consolidated Net Tangible Assets.........................................4
                  Corporate Trust Office...................................................4
                  Credit Facilities........................................................4
                  Debt.....................................................................4
                  Default..................................................................4
                  Depositary...............................................................4
                  Designated Senior Debt...................................................4
                  Event of Default.........................................................4
                  Exchange Act.............................................................4
                  Exchange Global Securities...............................................5
                  Exchange Offer...........................................................5
                  Exchange Offer Registration Statement....................................5
                  Exchange Securities......................................................5
                  GAAP.....................................................................5
                  Global Securities........................................................5
                  Hedging Obligations......................................................5

</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>

                                                                                         PAGE
                                                                                         ----
<S>            <C>                                                                      <C>
                  Holder...................................................................5
                  Indenture................................................................5
                  Indenture Obligations....................................................5
                  Initial Purchasers.......................................................5
                  Initial Securities.......................................................6
                  Interest Payment Date....................................................6
                  Issue Date...............................................................6
                  Joint Venture............................................................6
                  Lien.....................................................................6
                  Make-Whole Premium.......................................................6
                  Maturity.................................................................6
                  Moody's..................................................................6
                  Non-Payment Default......................................................6
                  Non-recourse Debt........................................................6
                  Obligations..............................................................7
                  Offering Memorandum......................................................7
                  Officers' Certificate....................................................7
                  Opinion of Counsel.......................................................7
                  Opinion of Independent Counsel...........................................7
                  Outstanding..............................................................7
                  Pari Passu Debt..........................................................8
                  Paying Agent.............................................................8
                  Payment Default..........................................................8
                  Permitted Lien...........................................................8
                  Person..................................................................10
                  Predecessor Security....................................................10
                  Principal Property......................................................10
                  QIB.....................................................................10
                  Redeemable Capital Stock................................................10
                  Redemption Date.........................................................10
                  Redemption Price........................................................10
                  Registration Rights Agreement...........................................10
                  Regular Record Date.....................................................10
                  Responsible Officer.....................................................10
                  Restricted Security.....................................................11
                  Restricted Subsidiary...................................................11
                  Rule 144A...............................................................11
                  Rule 144A Global Securities.............................................11
                  S&P.....................................................................11
                  Securities..............................................................11
                  Securities Act..........................................................11
                  Senior Debt.............................................................11
                  Series A Securities.....................................................12
                  Series B Securities.....................................................12
                  Significant Subsidiary..................................................12

</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>

                                                                                         PAGE
                                                                                         ----
<S>            <C>                                                                      <C>
                  Special Record Date.....................................................12
                  Stated Maturity.........................................................12
                  Subordinated Debt.......................................................12
                  Subsidiary..............................................................12
                  Successor Security......................................................12
                  Treasury Securities.....................................................12
                  Treasury Yield..........................................................12
                  Trustee.................................................................13
                  Trust Indenture Act.....................................................13
                  wholly-owned............................................................13
Section 1.02.     Other Definitions.......................................................13
Section 1.03.     Compliance Certificates and Opinions....................................14
Section 1.04.     Form of Documents Delivered to Trustee..................................14
Section 1.05.     Acts of Holders.........................................................15
Section 1.06.     Notices, etc., to the Trustee and the Company...........................16
Section 1.07.     Notice to Holders; Waiver...............................................17
Section 1.08.     Conflict with Trust Indenture Act.......................................17
Section 1.09.     Effect of Headings and Table of Contents................................17
Section 1.10.     Successors and Assigns..................................................18
Section 1.11.     Separability Clause.....................................................18
Section 1.12.     Benefits of Indenture...................................................18
Section 1.13.     No Personal Liability of Directors, Officers, Employee and Stockholders.18
Section 1.14.     Governing Law...........................................................18
Section 1.15.     Legal Holidays; Payment of Securities...................................18
Section 1.16.     Independence of Covenants...............................................19
Section 1.17.     Schedules and Exhibits..................................................19
Section 1.18.     Counterparts............................................................19
Section 1.19.     Communications by Holders with Other Holders............................19
Section 1.20.     No Adverse Interpretation of Other Agreements...........................19
Section 1.21.     Qualification of Indenture..............................................19
Section 1.22.     Registration Rights.....................................................20

</TABLE>

<TABLE>
<CAPTION>

                                   ARTICLE II

                                 SECURITY FORMS

<S>            <C>                                                                      <C>
Section 2.01.     Forms Generally.........................................................20
Section 2.02.     Form of Face of Security................................................21
Section 2.03.     Form of Reverse of Securities...........................................28

</TABLE>

<TABLE>
<CAPTION>


                                   ARTICLE III

                                 THE SECURITIES
<S>            <C>                                                                      <C>
Section 3.01.     Title and Terms.........................................................34

</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>

                                                                                         PAGE
                                                                                         ----
<S>            <C>                                                                      <C>
Section 3.02.     Denominations...........................................................35
Section 3.03.     Execution, Authentication, Delivery and Dating..........................35
Section 3.04.     Temporary Securities....................................................36
Section 3.05.     Registration, Registration of Transfer and Exchange.....................36
Section 3.06.     Book Entry Provisions for Global Securities.............................38
Section 3.07.     Special Transfer and Exchange Provisions................................39
Section 3.08.     Mutilated, Destroyed, Lost and Stolen Securities........................41
Section 3.09.     Payment of Interest; Interest Rights Preserved..........................41
Section 3.10.     CUSIP Numbers...........................................................43
Section 3.11.     Persons Deemed Owners...................................................43
Section 3.12.     Cancellation............................................................43
Section 3.13.     Computation of Interest.................................................43

</TABLE>


<TABLE>
<CAPTION>

                                   ARTICLE IV

                       DEFEASANCE AND COVENANT DEFEASANCE

<S>            <C>                                                                      <C>
Section 4.01.     Company's Option to Effect Defeasance or Covenant Defeasance............44
Section 4.02.     Defeasance and Discharge................................................44
Section 4.03.     Covenant Defeasance.....................................................44
Section 4.04.     Conditions to Defeasance or Covenant Defeasance.........................45
Section 4.05.     Deposited Money and U.S. Government Obligations to Be Held in Trust;
                  Other Miscellaneous Provisions..........................................46
Section 4.06.     Reinstatement...........................................................47

</TABLE>
                                    ARTICLE V

                                    REMEDIES
<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 5.01.     Events of Default.......................................................47
Section 5.02.     Acceleration of Maturity; Rescission and Annulment......................49
Section 5.03.     Collection of Debt and Suits for Enforcement by Trustee.................49
Section 5.04.     Trustee May File Proofs of Claim........................................50
Section 5.05.     Trustee May Enforce Claims Without Possession of Securities.............51
Section 5.06.     Application of Money Collected..........................................51
Section 5.07.     Limitation on Suits.....................................................52
Section 5.08.     Unconditional Right of Holders to Receive Principal, Premium and
                  Interest................................................................52
Section 5.09.     Restoration of Rights and Remedies......................................53
Section 5.10.     Rights and Remedies Cumulative..........................................53
Section 5.11.     Delay or Omission Not Waiver............................................53
Section 5.12.     Control by Holders......................................................53
Section 5.13.     Waiver of Past Defaults.................................................54
Section 5.14.     Undertaking for Costs...................................................54
Section 5.15.     Waiver of Stay, Extension or Usury Laws.................................54


</TABLE>

                                      -iv

<PAGE>


<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 5.16.     Remedies Subject to Applicable Law......................................55

</TABLE>

                                   ARTICLE VI

                                   THE TRUSTEE
<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 6.01.     Duties of Trustee.......................................................55
Section 6.02.     Notice of Defaults......................................................56
Section 6.03.     Certain Rights of Trustee...............................................57
Section 6.04.     Trustee Not Responsible for Recitals, Dispositions of Securities or
                  Application of Proceeds Thereof.........................................58
Section 6.05.     Trustee and Agents May Hold Securities; Collections; etc................58
Section 6.06.     Money Held in Trust.....................................................58
Section 6.07.     Compensation and Indemnification of Trustee and Its Prior Claim.........59
Section 6.08.     Conflicting Interests...................................................59
Section 6.09.     Trustee Eligibility.....................................................59
Section 6.10.     Resignation and Removal; Appointment of Successor Trustee...............60
Section 6.11.     Acceptance of Appointment by Successor..................................61
Section 6.12.     Merger, Conversion, Consolidation or Succession to Business.............62
Section 6.13.     Preferential Collection of Claims Against Company.......................62
</TABLE>

                                   ARTICLE VII

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 7.01.     Company to Furnish Trustee Names and Addresses of Holders...............62
Section 7.02.     Disclosure of Names and Addresses of Holders............................63
Section 7.03.     Reports by Trustee......................................................63

</TABLE>

                                  ARTICLE VIII

                      CONSOLIDATION, MERGER, SALE OF ASSETS
<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 8.01.     Company May Consolidate, etc., Only on Certain Terms....................64
Section 8.02.     Successor Substituted...................................................64

</TABLE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES
<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 9.01.     Supplemental Indentures and Agreements Without Consent of Holders.......64
Section 9.02.     Supplemental Indentures and Agreements with Consent of Holders..........65
Section 9.03.     Execution of Supplemental Indentures or Agreements......................66
Section 9.04.     Effect of Supplemental Indentures.......................................66
Section 9.05.     Conformity with Trust Indenture Act.....................................66
Section 9.06.     Reference in Securities to Supplemental Indentures......................67

</TABLE>

                                      -v-

<PAGE>

<TABLE>
<CAPTION>
<S>            <C>                                                                      <C>
Section 9.07.     Notice of Supplemental Indentures.......................................67

</TABLE>

                                    ARTICLE X

                                    COVENANTS
<TABLE>
<CAPTION>
<S>            <C>                                                                      <C>
Section 10.01.    Payment of Principal, Premium and Interest..............................67
Section 10.02.    Maintenance of Office or Agency.........................................67
Section 10.03.    Money for Security Payments to Be Held in Trust.........................68
Section 10.04.    Corporate Existence.....................................................69
Section 10.05.    Payment of Taxes and Other Claims.......................................69
Section 10.06.    Maintenance of Insurance................................................70
Section 10.07.    Limitation on Liens.....................................................70
Section 10.08.    Limitation on Sale and Leaseback Transactions...........................70
Section 10.09.    Rule 144A Information Requirements......................................71
Section 10.10.    Statement by Officers as to Default.....................................71
Section 10.11.    Reports by Company......................................................72
Section 10.12.    Waiver of Certain Covenants.............................................73

</TABLE>

                                   ARTICLE XI

               REDEMPTION AND MANDATORY DISPOSITION OF SECURITIES

<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 11.01.    Rights of Redemption....................................................73
Section 11.02.    Applicability of Article................................................73
Section 11.03.    Election to Redeem; Notice to Trustee...................................73
Section 11.04.    Securities to Be Redeemed In Part.......................................73
Section 11.05.    Notice of Redemption....................................................74
Section 11.06.    Deposit of Redemption Price.............................................75
Section 11.07.    Securities Payable on Redemption Date...................................75
Section 11.08.    Securities Redeemed or Purchased in Part................................75
Section 11.09.    Mandatory Disposition Pursuant to Gaming Laws...........................76
Section 11.10.    Redemption Procedures...................................................76

</TABLE>
                                   ARTICLE XII

                                  SUBORDINATION

<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 12.01.    Securities Subordinate to Senior Debt...................................76
Section 12.02.    Payment Over of Proceeds upon Dissolution, etc..........................77
Section 12.03.    Suspension of Payment When Designated Senior Debt in Default............78
Section 12.04.    Payment Permitted if No Default.........................................79
Section 12.05.    Subrogation to Rights of Holders of Senior Debt.........................79
Section 12.06.    Provisions Solely to Define Relative Rights.............................79
Section 12.07.    Trustee to Effectuate Subordination.....................................80

</TABLE>

                                      -vi-

<PAGE>

<TABLE>
<CAPTION>

<S>            <C>                                                                      <C>
Section 12.08.    No Waiver of Subordination Provisions...................................80
Section 12.09.    Distribution or Notice to Representative................................80
Section 12.10.    Notice to Trustee.......................................................81
Section 12.11.    Reliance on Judicial Order or Certificate of Liquidating Agent..........81
Section 12.12.    Rights of Trustee as a Holder of Senior Debt; Preservation of Trustee's
                  Rights..................................................................82
Section 12.13.    Article Applicable to Paying Agents.....................................82
Section 12.14.    No Suspension of Remedies...............................................82
Section 12.15.    Trust Moneys Not Subordinated...........................................82
Section 12.16.    Trustee Not Fiduciary for Holders of Senior Debt........................82

</TABLE>

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

<TABLE>
<CAPTION>
<S>            <C>                                                                      <C>
Section 13.01.    Satisfaction and Discharge of Indenture.................................83

EXHIBIT A          Restricted Security Certificate.......................................A-1
EXHIBIT B          Unrestricted Security Certificate.....................................B-1

APPENDIX I         Form of Transferee Certificate for Initial Securities.................I-1
APPENDIX II        Form of Transferee Certificate for Exchange Securities...............II-1

</TABLE>


                                     -vii-
<PAGE>


               INDENTURE, dated as of February 22, 2000, between Park Place
Entertainment Corporation, a Delaware corporation (the "Company"), and Norwest
Bank Minnesota, N.A., as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

               The  Company has duly authorized the creation of an issue of
9 3/8% Series A Senior Subordinated Notes due 2007 and an issue of 9 3/8% Series
B Senior Subordinated Notes due 2007 to be exchanged for the 9 3/8% Series A
Senior Subordinated Notes due 2007, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture and the Securities (as
defined herein);

               All acts and things necessary have been done to make the
Securities, when duly issued and executed by the Company and authenticated and
delivered hereunder, the valid obligations of the Company and to make this
Indenture a valid agreement of the Company in accordance with the terms of this
Indenture;

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               Each party hereto agrees for the benefit of the other parties
and for the equal and proportionate benefit of all Holders (as defined herein)
of the Securities, as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. DEFINITIONS.

               For  all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

               (1)  the terms defined in this Article have the meanings assigned
     to them in this Article, and include the plural as well as the singular;

               (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

               (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP;

               (4)  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;

<PAGE>

                                      -2-

               (5)  all references to $, US$, dollars or United States dollars
     shall refer to the lawful currency of the United States of America; and

               (6)  all references herein to particular Sections or Articles
     refer to this Indenture unless otherwise so indicated.

               "Additional Interest" means the additional interest rate borne
by the Securities pursuant to the Registration Rights Agreement.

               "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the term "controlling,"
"controlled by" and "under common control with") as used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through ownership of voting securities, by
agreement or otherwise.

               "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security to the extent
applicable to such transaction and as in effect at the time of such transfer or
transaction.

               "Attributable Debt" with respect to any Sale and Lease-Back
Transaction described in Section 10.08 means the present value of the minimum
rental payments called for during the terms of the lease (including any period
for which such lease has been extended), determined in accordance with GAAP,
discounted at a rate that, at the inception of the lease, the lessee would have
incurred to borrow over a similar term the funds necessary to purchase the
leased assets.

               "Bankruptcy Law" means the United States Bankruptcy Code of
1978, codified in Title 11 of the United States Code, as amended, or any similar
United States federal or state law relating to bankruptcy, insolvency,
receivership, winding up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

               "Board of Directors" means the board of directors of the Company
or any duly authorized committee of such board.

               "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

               "Book-Entry Security" means any Global Securities bearing the
Global Legend specified in Section 2.02 evidencing all or part of a series of
Securities, authenticated and delivered to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee.

               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions or trust companies
in The City of New York or the

<PAGE>

                                      -3-

city in which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law, regulation or executive order to close.

               "Capital Improvements" means additions to properties or
renovations or refurbishing of properties which are designed to substantially
upgrade such properties or significantly modernize the operation thereof.

               "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, and any rights (other than debt
securities convertible into capital stock), warrants or options exchangeable for
or convertible into such capital stock.

               "Cash Equivalents" means (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the United
States of America is pledged in support thereof) in each case maturing within
one year after the date of acquisition, (ii) time deposits and certificates of
deposit and commercial paper issued by the parent corporation of any domestic
commercial bank of recognized standing having capital and surplus in excess of
$500 million and commercial paper issued by others rated at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's
and in each case maturing within one year after the date of acquisition and
(iii) investments in money market funds substantially all of whose assets
comprise securities of the types described in clauses (i) and (ii) above.

               "Code" means the Internal Revenue Code of 1986, as amended.

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

               "Common Stock" means the common stock, par value $.01 per share,
of the Company.

               "Company" means Park Place Entertainment Corporation, a
corporation incorporated under the laws of Delaware, until a successor Person
shall have become a successor to the Company pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall mean such successor
Person.

               "Company Order" or "Company Request" means a written request or
order signed in the name of the Company by any one of its Chairman of the Board,
its President, its Chief Executive Officer, its Chief Financial Officer or a
Vice President (regardless of Vice Presidential designation) and delivered to
the Trustee.

<PAGE>

                                      -4-

               "Consolidated" means, with respect to any Person, the
consolidated accounts of such Person and each of its subsidiaries if and to the
extent the accounts of such Person and each of its subsidiaries would normally
be consolidated with those of such Person, all in accordance with GAAP.

               "Consolidated Net Tangible Assets" means the total amount of
assets (including investments in Joint Ventures) of the Company and its
Subsidiaries (less applicable depreciation, amortization and other valuation
reserves) after deducting therefrom (i) all current liabilities of the Company
and its Subsidiaries (excluding (A) the current portion of long-term
indebtedness, (B) intercompany liabilities and (C) any liabilities which are by
their terms renewable or extendible at the option of the obligor thereon to a
time more than 12 months from the time as of which the amount thereof is being
computed) and (ii) all goodwill, trade names, trademarks, patents, unamortized
debt discount and any other like intangibles, all as set forth on the most
recent consolidated balance sheet of the Company and computed in accordance with
GAAP.

               "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at Sixth and
Marquette, MAC N9303-120, Minneapolis, Minnesota 55479.

               "Credit Facilities" means, with respect to the Company, one or
more debt facilities or commercial paper facilities, in each case with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time or time.

               "Debt" means notes, bonds, debentures, letters of credit or
other similar evidence of Debt for borrowed money or any guarantee of any of the
foregoing.

               "Default" means any event that after notice or lapse of time
or both, would become an Event of Default.

               "Depositary" means, with respect to the Securities issued in
the form of one or more Book-Entry Securities, The Depository Trust Company
("DTC"), its nominees and successors, or another Person designated as Depositary
by the Company, which must be a clearing agency registered under the Exchange
Act.

               "Designated Senior Debt" means any Senior Debt permitted under
this Indenture the principal amount of which is $100 million or more and that
has been designated by the Company as "Designated Senior Debt."

               "Event of Default" has the meaning specified in Section 5.01.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute.

<PAGE>

                                      -5-

               "Exchange Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Exchange Securities exchanged for Initial Securities pursuant to the Exchange
Offer.

               "Exchange Offer" means the Company's offer to exchange the
Exchange Securities for the Initial Securities pursuant to the terms of the
Registration Rights Agreement.

               "Exchange Offer Registration Statement" has the meaning specified
in the Registration Rights Agreement.

               "Exchange Securities" means the 9 3/8% Series B Senior
Subordinated Notes due 2007, as supplemented from time to time in accordance
with the terms hereof, to be issued pursuant to this Indenture in connection
with the Exchange Offer. The Exchange Securities shall contain the information
referred to in Sections 2.02(b) and 2.03(b) of this Indenture.

               "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principals 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 have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

               "Global Securities" means the Rule 144A Global Securities and
the Exchange Global Securities to be issued as Book-Entry Securities issued to
the Depositary in accordance with Section 3.06.

               "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under: (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; and (ii) other
arrangements or arrangements designated to protect such Person against
fluctuations in interest rates.

               "Holder" means a Person in whose name a Security is registered in
the Security Register.

               "Indenture" means this instrument as originally executed
(including all exhibits and schedules thereto) and as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

               "Indenture Obligations" means the obligations of the Company and
any other obligor under this Indenture or under the Securities, to pay principal
of, premium, if any, and interest when due and payable, and all other amounts
due or to become due under or in connection with this Indenture, the Securities
and the performance of all other obligations to the Trustee and the holders
under this Indenture and the Securities, according to the respective terms
thereof.

               "Initial Purchasers" means Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Banc of
America Securities LLC, SG Cowen Securities

<PAGE>

                                      -6-

Corporation, Scotia Capital Markets (USA) Inc., BNY Capital Markets, Inc., First
Union Securities, Inc., FleetBoston Robertson Stephens Inc., Bear, Stearns & Co.
Inc. and Wasserstein Perella Securities, Inc.

               "Initial Securities" means the 9 3/8% Series A Senior
Subordinated Notes due 2007, as supplemented from time to time in accordance
with the terms hereof, issued under this Indenture. The Initial Securities shall
contain the information referred to in Sections 2.02(a) and 2.03(a) of this
Indenture.

               "Interest Payment Date" means February 15 and August 15 of each
year commencing August 15, 2000.

               "Issue Date" means the date on which the Initial Securities are
originally issued under this Indenture.

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

               "Lien" means, with respect to any assets, any mortgage, pledge,
lien, encumbrance or other security interest to secure payment of Debt.

               "Make-Whole Premium" means, with respect to any Security at any
Redemption Date, the excess, if any, of (i) the present value of the sum of the
principal amount and premium, if any, that would be payable on such Security on
February 15, 2007 and all remaining interest payments (not including any portion
of such payments of interest accrued as of any Redemption Date) to and including
February 15, 2007, discounted on a semi-annual bond equivalent basis from
February 15, 2007 to the Redemption Date at a per annum interest rate equal to
the sum of the Treasury Yield (determined on the Business Day immediately
preceding the date of such redemption), plus 50 basis points, over (ii) the
aggregate principal amount of the Security being redeemed. The Company in
consultation with its certified independent accountants shall determine the
Make-Whole Premium.

               "Maturity" means, when used with respect to the Securities, the
date on which the principal of the Securities becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, the
Redemption Date and whether by declaration of acceleration, call for redemption
or otherwise.

               "Moody's" means Moody's Investors Service, Inc. or any successor
rating agency.

               "Non-Payment Default" means any event of default (other than a
Payment Default) the occurrence of which entitles one or more Persons to
accelerate the maturity of any Designated Senior Debt.

               "Non-recourse Debt" means Debt the terms of which provide that
the lender's claim for repayment of such Debt is limited solely to a claim
against the property which secures such Debt.

<PAGE>

                                      -7-

               "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt.

               "Offering Memorandum" means the final Offering Memorandum,
dated February 15, 2000, relating to the sale of the Initial Securities.

               "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company and in form and substance reasonably
satisfactory to, and delivered to, the Trustee.

               "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or the Trustee, unless an Opinion of Independent
Counsel is required pursuant to the terms of this Indenture, and who shall be
acceptable to the Trustee, and which opinion shall be in form and substance
reasonably satisfactory to the Trustee.

               "Opinion of Independent Counsel" means a written opinion of
counsel, who may be regular outside counsel for the Company, but which is issued
by a Person who is not an employee or consultant (other than non-employee legal
counsel) of the Company and who shall be reasonably acceptable to the Trustee,
and which opinion shall be in form and substance reasonably satisfactory to the
Trustee.

               "Outstanding" when used with respect to Securities means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

               (b)  Securities, or portions thereof, for whose payment or
     redemption money in the necessary amount has been theretofore deposited
     with the Trustee or any Paying Agent (other than the Company) in trust or
     set aside and segregated in trust by the Company (if the Company shall act
     as its own Paying Agent) for the Holders of such Securities; PROVIDED that
     if such Securities are to be redeemed, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor reasonably
     satisfactory to the Trustee has been made;

               (c)  Securities, except to the extent provided in Sections 4.02
     and 4.03, with respect to which the Company has effected defeasance or
     covenant defeasance as provided in Article IV; and

               (d)  Securities in exchange for or in lieu of which other
     Securities have been authenticated and delivered pursuant to this
     Indenture, other than any such Securities in respect of which there shall
     have been presented to the Trustee and the Company proof reasonably
     satisfactory to each of them that such Securities are held by a bona fide
     purchaser in whose hands the Securities are valid obligations of the
     Company;

<PAGE>

                                      -8-

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be 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 reasonable
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.

               "Pari Passu Debt" means any Debt of the Company which ranks
PARI PASSU in right of payment to the Securities.

               "Paying Agent" means any Person (including the Company)
authorized by the Company to pay the principal of, premium, if any, or interest
on, any Securities on behalf of the Company.

               "Payment Default" means any default in payment (whether at
Stated Maturity, upon scheduled installment, by acceleration or otherwise) of
principal of, premium, if any, or interest on Designated Senior Debt.

               "Permitted Lien" means:

               (a)  Liens existing as of the date of the original issuance of
     the Initial Securities;

               (b)  Liens existing (i) on property at the time of acquisition
     thereof by the Company or a Restricted Subsidiary (whether such property is
     acquired through a merger, a consolidation or otherwise), or (ii) on
     property or securing Debt of, or Capital Stock of, any corporation,
     partnership or other entity at the time such corporation, partnership or
     other entity becomes a Restricted Subsidiary;

               (c)  Liens to secure Debt with respect to all or any part of the
     acquisition cost or the cost of construction or improvement of property,
     provided, such Debt is incurred and related Liens are created within 24
     months of the acquisition, completion of construction or improvement or
     commencement of full operation, whichever is later, and such Debt does not
     exceed the aggregate amount of the acquisition cost and/or the construction
     cost thereof;

               (d)  Liens on shares of Capital Stock or property of a Restricted
     Subsidiary to secure Debt with respect to all or part of the acquisition
     cost of such Restricted Subsidiary provided that such Debt is incurred and
     related Liens are created within 24 months of the acquisition of such
     Restricted Subsidiary and such Debt does not exceed the acquisition cost of
     such Restricted Subsidiary;


<PAGE>

                                      -9-

               (e)  Liens to secure Debt incurred to construct additions to, or
     to make Capital Improvements to, properties of the Company of any
     Restricted Subsidiary, provided such Debt is incurred and related Liens are
     created within 24 months of completion of construction or Capital
     Improvements and such Debt does not exceed the cost of such construction or
     Capital Improvement;

               (f)  Liens in favor of the Company or another Restricted
     Subsidiary;

               (g)  Liens to secure Debt on which interest payments are exempt
     from Federal income tax under Section 103 of the Code;

               (h)  Liens on the partnership or other Capital Stock of the
     Company or any Restricted Subsidiary in any Joint Venture or any Restricted
     Subsidiary which owns Capital Stock in such Joint Venture to secure Debt,
     provided the amount of such Debt is contributed and/or advanced solely to
     such Joint Venture;

               (i)  Liens securing Senior Debt and Liens on assets of a
     Subsidiary securing Debt of that Subsidiary;

               (j)  any extension, renewal or replacement, in whole or in part,
     of any Liens referred to in the foregoing clauses (a) through (i) or any
     Debt secured thereby, including premium, if any, provided that the
     aggregate principal amount does not exceed (x) the greater of (A) the
     principal amount secured thereby at the time of such extension, renewal or
     replacement, or, as the case may be, repayment or extinguishment and (B)
     80% of the fair market value (in the opinion of the Board of Directors) of
     the properties subject to such extension, renewal or replacement plus (y)
     any reasonable fees and expenses associated with such extension, renewal or
     replacement, and PROVIDED, FURTHER, in the case of a replacement thereof,
     such Debt is incurred and related Liens are created within 24 months of the
     repayment or extinguishment of the Debt or Liens referred to in the
     foregoing clauses (a) through (i);

               (k)  purchase money liens on personal property;

               (l)  Liens to secure payments of workers' compensation or
     insurance premiums, or related to tenders, bids or contracts (except
     contracts for the payment of money);

               (m)  Liens in connection with tax assessments or other
     governmental charges, or as security required by law or governmental
     regulation as a condition to the transaction of any business or the
     exercise of any privilege or right;

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

               (o)  Liens in favor of any domestic or foreign government or
     governmental body in connection with contractual or statutory obligations.

<PAGE>

                                      -10-

               "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
estate, unincorporated organization or government or any agency or political
subdivision thereof or any other entity.

               "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.08 in exchange for a
mutilated Security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

               "Principal Property" means any real estate or other physical
facility or depreciable asset, the net book value of which on the date of
determination exceeds the greater of $25 million or 2% of Consolidated Net
Tangible Assets of the Company.

               "QIB" means a "Qualified Institutional Buyer" under Rule 144A
under the Securities Act.

               "Redeemable Capital Stock" means any class or series of
Capital Stock that, either by its terms or by the terms of any security into
which it is convertible or exchangeable by contract or otherwise, is or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the Stated Maturity of the Securities or is redeemable at the option of the
holder thereof at any time prior to any such Stated Maturity of the Securities,
or is convertible into or exchangeable for debt securities at any time prior to
any such Stated Maturity of the Securities.

               "Redemption Date" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture.

               "Redemption Price" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the price at which it
is to be redeemed pursuant to this Indenture.

               "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 22, 2000, among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time in accordance with the terms thereof.

               "Regular Record Date" for the interest payable on any Interest
Payment Date means the February 1 or August 1 (whether or not a Business Day)
next preceding such Interest Payment Date.

               "Responsible Officer" when used with respect to the Trustee means
any officer or employee assigned to the Corporate Trust Office or any agent of
the Trustee appointed hereunder, including any vice president, assistant vice
president, secretary, assistant secretary, or any other officer or assistant
officer of the Trustee or any agent of the Trustee appointed hereunder to whom
any

<PAGE>

                                      -11-

corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

               "Restricted Security" means Securities that are required to
bear the Private Placement Legend.

               "Restricted Subsidiary" means any Subsidiary of the Company
organized and existing under the laws of the United States of America and the
principal business of which is carried on within the United States of America
(i) which owns, or is a lessee pursuant to a capital lease of, any Principal
Property or (ii) in which the investment of the Company and all of its
Subsidiaries exceeds 5% of Consolidated Net Tangible Assets as of the date of
such determination other than, in the case of either clause (i) or (ii), (A)
each Subsidiary whose business primarily consists of finance, banking, credit,
leasing, insurance, financial services or other similar operations, or any
combination thereof, and (B) each Subsidiary formed or acquired after the date
hereof for the purpose of developing new assets or acquiring the business or
assets of another Person and which does not acquire any part of the business or
assets of the Company or any Restricted Subsidiary.

               "Rule 144A" means Rule 144A under the Securities Act, as
amended from time to time.

               "Rule 144A Global Securities" means one or more permanent
Global Securities in registered form representing the aggregate principal amount
of Initial Securities sold in reliance on Rule 144A under the Securities Act.

               "S&P" means Standard & Poor's Rating Group, a division of
McGraw Hill, Inc., or any successor rating agency.

               "Securities" means, collectively, the Initial Securities and,
when and if issued as provided in the Registration Rights Agreement, the
Exchange Securities.

               "Securities Act" means the Securities Act of 1933, as amended, or
any successor statute.

               "Senior Debt" means

               (a)  all Debt outstanding under Credit Facilities and all Hedging
     Obligations with respect thereto;

               (b)  any other Debt, unless the instrument under which such Debt
     is incurred expressly provides that it is on a parity with or subordinated
     in right of payment to the Securities or to other Debt which ranks equally
     with, or is subordinated to, the Securities; and

               (c)  all Obligations with respect to the items listed in the
preceding clauses (a) and (b).


<PAGE>
                                      -12-

               Notwithstanding anything to the contrary in the preceding, Senior
Debt will not include:

               (1)  any liability for Federal, state, local and other taxes owed
or owing by the Company;

               (2)  any Debt of the Company to any of its Subsidiaries or other
Affiliates; or

               (3)  any trade payables.

               "Series A Securities" means the Initial Securities.

               "Series B Securities" means the Exchange Securities.

               "Significant Subsidiary" of the Company means any Restricted
Subsidiary of the Company that is a "significant subsidiary" as defined in Rule
1.02(v) of Regulation S-X under the Securities Act.

               "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.09.

               "Stated Maturity" means, when used with respect to any Debt or
any installment of interest thereon, the dates specified in such Debt as the
fixed date on which the principal of such Debt or such installment of interest,
as the case may be, is due and payable.

               "Subordinated Debt" means any Debt of the Company (whether
outstanding on the date of the Indenture or thereafter incurred) which is
subordinate or junior in right of payment to the Securities.

               "Subsidiary" means any corporation of which at least a majority
of the outstanding Capital Stock having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation is, at the time
directly or indirectly, owned by the Company or by one or more Subsidiaries
thereof, or by the Company and one or more Subsidiaries.

               "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.08 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

               "Treasury Securities" means any investment in obligations issued
or guaranteed by the United States government or any agency thereof.

               "Treasury Yield" means the yield to maturity at the time of
computation of Treasury Securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve

<PAGE>

                                      -13-


Statistical Release H.15 (519) which has become publicly available at least two
business days prior to the date fixed for redemption (or, if such Statistical
Release is no longer published, any publicly available source of similar data))
most nearly equal to the then remaining average life of the Securities, provided
that if the average life of the Securities is not equal to the constant maturity
of the Treasury Security for which a weekly average yield is given, the Treasury
Yield shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of Treasury Securities for
which such yields are given, except that if the average life of the Securities
is less than one year, the weekly average yield on actually traded Treasury
Securities adjusted to a constant maturity of one year shall be used.

               "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

               "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, or any successor statute.

               "wholly-owned," with respect to any Subsidiary , means any
Subsidiary of a Person of which at least 99% of the outstanding Capital Stock is
owned by the Person or another wholly owned Subsidiary of such Person. For
purposes of this definition, any directors' qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in determining
the ownership of a Subsidiary.

Section 1.02.     OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                        DEFINED
TERM                                                                  IN SECTION
----                                                                  ----------
<S>                                                                  <C>
"Act".............................................................    1.05
"Agent Members"...................................................    3.06
"covenant defeasance".............................................    4.03
"Defaulted Interest"..............................................    3.09
"defeasance"......................................................    4.02
"Defeased Securities".............................................    4.01
"Payment Blockage Notice".........................................    12.03
"Payment Blockage Period".........................................    12.03
"Private Placement Legend"........................................    2.02
"Representative"..................................................    12.09
"Restricted Period"...............................................    2.01
"Sale and Leaseback Transaction"..................................    10.08
"Securities"......................................................    Recitals
"Security Register"...............................................    3.05
"Security Registrar"..............................................    3.05
"Special Payment Date"............................................    3.09

</TABLE>

<PAGE>

                                      -14-

<TABLE>
<CAPTION>

<S>                                                                  <C>
"Surviving Entity"................................................    8.01
"U.S. Government Obligations".....................................    4.04

</TABLE>



Section 1.03.  COMPLIANCE CERTIFICATES AND OPINIONS.

               Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company and any
other obligor on the Securities (if applicable) shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance which constitutes a
condition precedent) relating to the proposed action have been complied with,
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such
certificates or opinions is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

               Every certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:

               (i)  a statement that each individual signing such certificate
     or individual or firm signing such opinion has read and understands such
     covenant or condition and the definitions herein relating thereto;

               (ii) a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based;

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

               (iv) a statement as to whether, in the opinion of each such
     individual or such firm, such condition or covenant has been complied with.

Section 1.04.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

               In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

               Any certificate of an officer of the Company or other obligor
on the Securities may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is

<PAGE>

                                      -15-

based are erroneous. Any such certificate or opinion may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company or other obligor on the Securities
stating that the information with respect to such factual matters is in the
possession of the Company or other obligor on the Securities, unless such
officer or counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous. Opinions of Counsel required to be delivered to the Trustee may
have qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

               Any certificate or opinion of an officer of the Company or
other obligor on the Securities 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 Company, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate or opinion may be based 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 with respect
to the Company.

               Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

Section 1.05.  ACTS OF HOLDERS.

               (a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an 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 and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 1.05.

               (b)  The ownership of Securities shall be proved by the
Security Register.

               (c)  Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind every
future Holder of the same Security or the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, suffered or omitted to be done by the Trustee, any Paying Agent
or the Company or any other obligor of the Securities in reliance thereon,
whether or not notation of such action is made upon such Security.


<PAGE>

                                      -16-

               (d)  The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

               (e)  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is
completed.

               If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for this
purpose the Securities then Outstanding shall be computed as of such record
date; PROVIDED that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after such record date.

               (f)  For purposes of this Indenture, any action by the Holders
which may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

Section 1.06.  NOTICES, ETC., TO THE TRUSTEE AND THE COMPANY.

               Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

               (i)  the Trustee by any Holder or by the Company or any other
     obligor on the Securities shall be sufficient for every purpose (except as
     provided in Section 5.01(c)) hereunder if in writing and mailed,
     first-class postage prepaid, or delivered by recognized overnight courier,
     to or with the Trustee at its Corporate Trust Office, Attention: Corporate
     Trust Administration, or at any other address previously furnished in
     writing to the Holders or the Company or any other obligor on the
     Securities by the Trustee, in any event, with a copy to the

<PAGE>

                                      -17-

     Trustee at 230 South Tryon Street, 9th Floor, Charlotte, North Carolina
     28288-1179, Attention: Corporate Trust Administration; or

               (ii) the Company by the Trustee or any Holder shall be sufficient
     for every purpose (except as provided in Section 5.01(c)) hereunder if in
     writing and mailed, first-class postage prepaid, or delivered by recognized
     overnight courier, to the Company at 3930 Howard Hughes Parkway, Las Vegas,
     Nevada 89109, Attention: Chief Financial Officer or at any other address
     previously furnished in writing to the Trustee by the Company.

Section 1.07.  NOTICE TO HOLDERS; WAIVER.

               Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to each Holder affected by such
event, at its address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of 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. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. 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 regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be reasonably satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.

Section 1.08.  CONFLICT WITH TRUST INDENTURE ACT.

               If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

Section 1.09.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

<PAGE>

                                      -18-

Section 1.10.  SUCCESSORS AND ASSIGNS.

               All covenants and agreements in this Indenture by the Company
shall bind their respective successors and assigns, whether so expressed or not.

Section 1.11.  SEPARABILITY CLAUSE.

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

Section 1.12.  BENEFITS OF INDENTURE.

               Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

Section 1.13.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEE AND
               STOCKHOLDERS.

               No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company or any successor Person or any of the
Company's Affiliates under the Securities, the Indenture, the Security Agreement
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Securities by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration issuance of the Securities. The waiver may not be effective to
waive liabilities under the Federal securities laws.

Section 1.14.  GOVERNING LAW.

               THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 1.15.  LEGAL HOLIDAYS; PAYMENT OF SECURITIES.

               In any case where any Interest Payment Date or Redemption
Date, Maturity or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal or premium, if any, 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 such Interest Payment Date or Redemption
Date, or at the Maturity or Stated Maturity and no interest shall accrue with
respect to such payment for the period from and after such Interest Payment Date
or Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

<PAGE>

                                      -19-

Section 1.16.  INDEPENDENCE OF COVENANTS.

               All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

Section 1.17.  SCHEDULES AND EXHIBITS.

               All schedules and exhibits attached hereto are by this reference
made a part hereof with the same effect as if herein set forth in full.

Section 1.18.  COUNTERPARTS.

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

Section 1.19. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

               Holders of Securities may communicate pursuant to Trust Indenture
Act Section 312(b) with other Holders of Securities with respect to their rights
under this Indenture or the Securities. The Company, the Trustee, the Paying
Agent and any other Person shall have the protection of Trust Indenture Act
Section 312(c).

Section 1.20.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 1.21.  QUALIFICATION OF INDENTURE.

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

<PAGE>

                                      -20-

Section 1.22.  REGISTRATION RIGHTS.

               Certain Holders of Securities may be entitled to certain
registration rights with respect to such Securities pursuant to, and subject to
the terms of, the Registration Rights Agreement.

                                   ARTICLE II

                                 SECURITY FORMS

Section 2.01.  FORMS GENERALLY.

               The Securities and the Trustee's certificate of authentication
thereon shall be in substantially the forms set forth in this Article II, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted hereby and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange, any
organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

               The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

               Initial Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more Rule 144A Global
Securities, substantially in the form set forth in Section 2.02, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary, or its nominee, in each case for credit to an account of
a direct or indirect participant of the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Rule 144A Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

               Exchange Securities exchanged for Initial Securities shall be
issued initially in the form of one or more Exchange Global Securities,
substantially in the form set forth in Section 2.02, deposited upon issuance
with the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Exchange Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

<PAGE>

                                      -21-

Section 2.02.  FORM OF FACE OF SECURITY.

               (a)  The form of the face of any Initial Securities authenticated
and delivered hereunder shall be substantially as follows:

               Unless and until (i) an Initial Security is sold under an
effective registration statement under the Securities Act or (ii) an Initial
Security is exchanged for an Exchange Security in connection with an effective
registration statement under the Securities Act, in each case pursuant to the
Registration Rights Agreement, then such Initial Security shall bear the legend
set forth below (the "Private Placement Legend") on the face thereof:

         THE SERIES A SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
         ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
         SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
         ACT"), AND THE SERIES A SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED,
         SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
         APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SERIES A SECURITY
         EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
         THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
         PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SERIES A SECURITY
         EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
         SERIES A SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
         (1)(a) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
         INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
         IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
         ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
         COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT
         TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
         WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
         OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
         SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SERIES A
         SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
         ABOVE.

               In addition, unless and until an Initial Security is issued in
a form other than global form, such Initial Security shall bear the legend set
forth below (the "Global Legend") on the face thereof:

<PAGE>

                                      -22-

         THIS SERIES A SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
         AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
         OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

                      PARK PLACE ENTERTAINMENT CORPORATION

                9 3/8% SERIES A SENIOR SUBORDINATED NOTE DUE 2007

                              CUSIP NO. 700690 AF 7

No.                                                   $
  ---------------------                                -----------------------

               Park Place Entertainment Corporation, a Delaware corporation
(herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _____________ or registered assigns, the principal sum of ___________ United
States dollars on February 15, 2007, at the office or agency of the Company
referred to below, and to pay interest thereon from February 22, 2000, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on February 15 and August 15 in each year, commencing
August 15, 2000 at the rate of 9 3/8% per annum, subject to adjustments as
described in the second following paragraph, in United States dollars, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.


<PAGE>

                                      -23-

               The  Holder of this Series A Security is entitled to the
benefits of the Registration Rights Agreement. Under the Registration Rights
Agreement, subject to the terms and conditions thereof, the Company is obligated
to consummate the Exchange Offer pursuant to which the Holder of this Series A
Security shall have the right to exchange this Series A Security for a like
principal amount of the Series B Securities as provided therein. The Series A
Securities and the Series B Securities are together referred to as the
"Securities." The Series A Securities rank PARI PASSU in right of payment with
the Series B Securities.

               In the event that (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 30th calendar day
following the date of original issue of the Series A Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 120th calendar day following the date of original issue of the
Series A Securities or (c) the Exchange Offer is not consummated or, if the
Company is prohibited from doing an Exchange Offer, a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 150th
calendar day following the date of original issue of the Series A Securities
(each such event referred to in clauses (a) through (c) above, a "Registration
Default"), the interest rate borne by the Series A Securities shall be increased
by an absolute amount of 0.25% per annum upon the occurrence of any Registration
Default, which rate (as increased as aforesaid) will increase by an additional
absolute amount of 0.25% each 90-day period that such additional interest
continues to accrue under any such circumstance; provided, that the maximum
aggregate increase in the interest rate will in no event exceed an absolute
amount of one percent (1%) per annum. Following the cure of all Registration
Defaults, the accrual of additional interest will cease and the interest rate
will revert to the original rate PROVIDED, HOWEVER, that, if after any such
reduction in interest rate, a different event specified in clause (a), (b) or
(c) above occurs, the interest rate shall again be increased pursuant to the
foregoing provisions.

               The  interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Securities, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by this Indenture not inconsistent with the requirements of such exchange, all
as more fully provided in this Indenture.

               Payment of the principal of, premium, if any, and interest on,
the Securities, and exchange or transfer of the Securities, will be made at the
office or agency of the Company in The City of New York maintained for that
purpose (which initially will be a corporate trust office of the Trustee located
at Norwest Corporate Trust, c/o Depository Trust Company, 1st Floor, TADS
Department,

<PAGE>

                                      -24-

55 Water Street, New York, New York 10041), or at such other office or agency as
may be maintained for such purpose, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register.

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

               Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Series A Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.


                                          PARK PLACE ENTERTAINMENT
                                          CORPORATION

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

                                     Attest:


                                     ---------------------------------
                                     Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

               This is one of the 9 3/8% Series A Senior Subordinated Notes
due 2007 referred to in the within-mentioned Indenture.

                                       NORWEST BANK MINNESOTA, N.A., as Trustee


                                      By:
                                         ------------------------------------
                                         Authorized Signer

                                         Dated:
                                               -----------------------------
<PAGE>
                                      -25-


                  (b) The form of the face of any Exchange Securities
authenticated and delivered hereunder shall be substantially as follows:

                    Unless and until an Exchange Security is issued in a form
other than global form, such Exchange Security shall bear the Global Legend set
forth below on the face thereof:

         THIS SERIES B SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
         THE RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT
         AND ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
         OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

                      PARK PLACE ENTERTAINMENT CORPORATION

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

                9 3/8% SERIES B SENIOR SUBORDINATED NOTE DUE 2007

                                  CUSIP NO. [ ]

No.                                                    $
  ----------------------                                -----------------------

               Park Place Entertainment Corporation, a Delaware corporation
(herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _____________ or registered assigns, the principal sum of ___________ United
States dollars on February 15, 2007, at the office or agency of the Company
referred to below, and to pay interest thereon from February 22, 2000, or from
the most recent Interest

<PAGE>

                                      -26-

Payment Date to which interest has been paid or duly provided for, semiannually
on February 15 and August 15 in each year, commencing August 15, 2000 at the
rate of 9 3/8% per annum, subject to adjustments as described in the second
following paragraph, in United States dollars, until the principal hereof is
paid or duly provided for. Interest shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

               This Series B Security was issued pursuant to the Exchange
Offer pursuant to which the Series A Securities were exchanged for a like
principal amount of the Series B Securities. The Series B Securities rank PARI
PASSU in right of payment with the Series A Securities. The Series A Securities
and the Series B Securities are together referred to as the "Securities."

               For any period in which the Series A Security exchanged for
this Series B Security was outstanding, in the event that (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 30th
calendar day following the date of original issue of the Series A Securities,
(b) the Exchange Offer Registration Statement has not been declared effective on
or prior to the 120th calendar day following the date of original issue of the
Series A Securities or (c) the Exchange Offer is not consummated or, if the
Company is prohibited from doing an Exchange Offer, a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 150th
calendar day following the date of original issue of the Series A Securities
(each such event referred to in clauses (a) through (c) above, a "Registration
Default"), the interest rate borne by the Series A Securities shall be increased
by an absolute amount of 0.25% per annum upon the occurrence of any Registration
Default, which rate (as increased as aforesaid) will increase by an additional
absolute amount of 0.25% each 90-day period that such additional interest
continues to accrue under any such circumstance; provided, that the maximum
aggregate increase in the interest rate will in no event exceed an absolute
amount of one percent (1%) per annum. Following the cure of all Registration
Defaults the accrual of additional interest will cease and the interest rate
will revert to the original rate; PROVIDED that, to the extent interest at such
increased interest rate has been paid or duly provided for with respect to the
Series A Securities, interest at such increased interest rate, if any, on the
Series B Securities shall accrue from the most recent Interest Payment Date to
which such interest on the Series A Security has been paid or duly provided for;
PROVIDED, HOWEVER, that, if after any such reduction in interest rate, a
different event specified in clause (a), (b) or (c) above occurs, the interest
rate shall again be increased pursuant to the foregoing provisions.

               The  interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Securities, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent

<PAGE>

                                      -27-

with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by this Indenture not
inconsistent with the requirements of such exchange, all as more fully provided
in this Indenture.

               Payment of the principal of, premium, if any, and interest on,
the Securities, and exchange or transfer of the Securities, will be made at the
office or agency of the Company in The City of New York maintained for that
purpose (which initially will be a corporate trust office of the Trustee located
at Norwest Corporate Trust, c/o Depository Trust Company, 1st Floor, TADS
Department, 55 Water Street, New York, New York 10041), or at such other office
or agency as may be maintained for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register.

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

               Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Series B Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                                     PARK PLACE ENTERTAINMENT
                                                       CORPORATION

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

                                       Attest:

                                       -------------------------------------
                                       Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 9 3/8% Series B Senior Subordinated Notes
due 2007 referred to in the within-mentioned Indenture.

<PAGE>

                                      -28-


                                      NORWEST BANK MINNESOTA, N.A., as Trustee

                                      By:
                                         -----------------------------------
                                         Authorized Signer

                                      Dated:
                                            ---------------------

Section 2.03.  FORM OF REVERSE OF SECURITIES.

               (a)  The form of the reverse of the Initial Securities shall be
substantially as follows:

                      PARK PLACE ENTERTAINMENT CORPORATION

                      9 3/8% Series A Senior Subordinated Notes due 2007

               This Series A Security is one of a duly authorized issue of
securities of the Company designated as its 9 3/8% Series A Senior Subordinated
Notes due 2007 (herein called the "Series A Securities"), limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $500,000,000, issued under and subject to the terms of an indenture
(herein called the "Indenture") dated as of February 22, 2000 between the
Company and Norwest Bank Minnesota, N.A., as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

               The  Indenture contains provisions for defeasance at any time
of (a) the entire Debt on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

               The Securities are subject to redemption at any time, at the
option of the Company, in whole but not in part, on not less than 30 nor more
than 60 days' prior notice, in amounts of $1,000 or an integral multiple
thereof, at a Redemption Price equal to 100% of the principal amount thereof
plus the Make-Whole Premium, together with accrued and unpaid interest thereon,
if any, to the Redemption Date (subject to the rights of Holders of record on
relevant record dates to receive interest due on an Interest Payment Date).

               In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

<PAGE>

                                      -29-

               Each Holder, by accepting a Security, shall be deemed to have
agreed that if the gaming authority of any jurisdiction in which the Company or
any of its subsidiaries conducts or proposes to conduct gaming requires that a
Person who is a Holder or the beneficial owner of Securities be licensed,
qualified or found suitable under applicable gaming laws, such Holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such Person
fails to apply or become licensed or qualified or is found unsuitable, the
Company shall have the right, at its option to (a) require such Person to
dispose of its Securities or beneficial interest therein within 30 days of
receipt of notice of the Company's election or such earlier date as may be
requested or prescribed by such gaming authority; or (b) redeem such Securities
at a redemption price equal to the lesser of (i) such Person's cost or (ii) 100%
of the principal amount of the Securities plus accrued and unpaid interest
thereon, if any, to the earlier of the Redemption Date or the date of the
finding of unsuitablility which may be less than 30 days following the notice of
redemption if so requested or prescribed by the applicable gaming authority.

               In the event of redemption or repurchase of the Securities in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

               If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

               The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture and the Securities at
any time by the Company and the Trustee with the consent of the Holders of at
least a majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of at
least a majority in aggregate principal amount of the Securities (100% of the
Holders in certain circumstances) at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and the Securities and certain past Defaults under
the Indenture and the Securities and their consequences. Any such consent or
waiver by or on behalf of the Holder of a Security shall be conclusive and
binding upon such Holder and upon all future Holders of such Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
such Security.

               No reference herein to the Indenture and no provision of the
Securities or of the Indenture shall alter or impair the obligation of the
Company or any other obligor on the Securities (in the event such other obligor
is obligated to make payments in respect of the Securities), which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on,
the Securities at the times, place, and rate, and in the coin or currency,
herein prescribed.

<PAGE>

                                      -30-

               As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of a Security is registrable in the
Security Register, upon surrender of such Security for registration of transfer
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

               Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities if (x) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security and a successor
Depositary is not appointed by the Company within 90 days or (y) there shall
have occurred and be continuing an Event of Default and the Security Registrar
has received a request from the Depositary. Upon any such issuance, the Trustee
is required to register such certificated Securities in the name of, and cause
the same to be delivered to, such Person or Persons (or the nominee of any
thereof). All such certificated Series A Securities would be required to include
the Private Placement Legend.

               Securities in certificated form are issuable only in
registered form without coupons in a minimum amount of $100,000 and in
denominations of $1,000 and any integral multiple thereof that is above the
minimum amount of $100,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a differing authorized denomination,
as requested by the Holder surrendering the same.

               At any time when the Company is not subject to Sections 13 or
15(d) of the Exchange Act, upon the written request of a Holder of a Series A
Security, the Company will promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of such Series A Security who such Holder informs the Company is
reasonably believed to be a "Qualified Institutional Buyer" within the meaning
of Rule 144A under the Securities Act, as the case may be, in order to permit
compliance by such Holder with Rule 144A under the Securities Act.

               No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner
hereof for all purposes, whether or not such Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

               THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

<PAGE>


                                      -31-

               All terms used in this Series A Security which are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.

               The Transferee Certificate, in the form of Appendix I hereto,
will be attached to the Initial Security.

               Unless and until (i) an Initial Security is sold under an
effective registration statement under the Securities Act or (ii) an Initial
Security is exchanged for an Exchange Security in connection with an effective
registration statement under the Securities Act, in each case pursuant to the
Registration Rights Agreement, then the Restricted Security Certificate, in the
form of Exhibit A hereto, will be attached to the Initial Security. After such
Initial Security is sold under an effective registration statement under the
Securities Act or exchanged for an Exchange Security, then the Unrestricted
Security Certificate, in the form of Exhibit B hereto, will be attached to the
Exchange Security.

               (b)  The form of the reverse of the Exchange Securities shall
be substantially as follows:

                      PARK PLACE ENTERTAINMENT CORPORATION

               9 3/8% Series B Senior Subordinated Notes due 2007

               This Series B Security is one of a duly authorized issue of
securities of the Company designated as its 9 3/8% Series B Senior Subordinated
Notes due 2007 (herein called the "Series B Securities"), limited (except as
otherwise provided in the Indenture referred to below) in aggregate principal
amount to $500,000,000, issued under and subject to the terms of an indenture
(herein called the "Indenture") dated as of February 22, 2000, between the
Company and Norwest Bank Minnesota, N.A., as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

               The Indenture contains provisions for defeasance at any time
of (a) the entire Debt on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

               The Securities are subject to redemption at any time, at the
option of the Company, in whole or but not in part, on not less than 30 nor more
than 60 days' prior notice, in amounts of $1,000 or an integral multiple
thereof, at a Redemption Price equal to 100% of the principal amount thereof
plus the Make-Whole Premium, together with accrued and unpaid interest thereon,
if any, to the Redemption Date (subject to the rights of Holders of record on
relevant record dates to receive interest due on an Interest Payment Date).


<PAGE>
                                      -32-

               In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

               Each Holder, by accepting a Security, shall be deemed to have
agreed that if the gaming authority of any jurisdiction in which the Company or
any of its subsidiaries conducts or proposes to conduct gaming requires that a
Person who is a Holder or the beneficial owner of Securities be licensed,
qualified or found suitable under applicable gaming laws, such Holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such Person
fails to apply or become licensed or qualified or is found unsuitable, the
Company shall have the right, at its option to (a) require such Person to
dispose of its Securities or beneficial interest therein within 30 days of
receipt of notice of the Company's election or such earlier date as may be
requested or prescribed by such gaming authority; or (b) redeem such Securities
at a redemption price equal to the lesser of (i) such Person's cost or (ii) 100%
of the principal amount of the Securities plus accrued and unpaid interest
thereon, if any, to the earlier of the Redemption Date or the date of the
finding of unsuitability which may be less than 30 days following the notice of
redemption if so requested or prescribed by the applicable gaming authority.

               In the event of redemption or repurchase of the Securities in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

               If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

               The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders and certain amendments
which require the consent of all the Holders) as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders under the Indenture and the Securities at any time by
the Company and the Trustee with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of at
least a majority in aggregate principal amount of the Securities (100% of the
Holders in certain circumstances) at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company with certain
provisions of the Indenture and the Securities and certain past Defaults under
the Indenture and the Securities and their consequences. Any such consent or
waiver by or on behalf of the Holder of a Security shall be conclusive and
binding upon such Holder and upon all future Holders of such Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
such Security.

<PAGE>

                                      -33-

               No reference herein to the Indenture and no provision of the
Securities or of the Indenture shall alter or impair the obligation of the
Company or any other obligor on the Securities (in the event such other obligor
is obligated to make payments in respect of the Securities), which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on,
the Securities at the times, place, and rate, and in the coin or currency,
herein prescribed.

               As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Security is registrable in the Security
Register, upon surrender of such Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

               Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Global Securities if
(x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Exchange Global Security and a successor
Depositary is not appointed by the Company within 90 days or (y) there shall
have occurred and be continuing an Event of Default and the Security Registrar
has received a request from the Depositary. Upon any such issuance, the Trustee
is required to register such certificated Securities in the name of, and cause
the same to be delivered to, such Person or Persons (or the nominee of any
thereof).

               Securities in certificated form are issuable only in registered
form without coupons in a minimum amount of $100,000 and in denominations of
$1,000 and any integral multiple thereof that is above the minimum amount of
$100,000. As provided in the Indenture and subject to certain limitations
therein set forth, the Securities are exchangeable for a like aggregate
principal amount of Securities of a differing authorized denomination, as
requested by the Holder surrendering the same.

               No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner
hereof for all purposes, whether or not such Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

               THE  SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

               All terms used in this Series B Security which are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.

<PAGE>

                                      -34-

               The Unrestricted Security Certificate, in the form of Exhibit B
hereto, and the Transferee Certificate, in the form of Appendix II hereto, will
be attached to the Exchange Security.

                                   ARTICLE III

                                 THE SECURITIES

Section 3.01.  TITLE AND TERMS.

               The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $500,000,000 in
principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06 or
11.08.

               The Initial Securities shall be known and designated as the
"9 3/8% Series A Senior Subordinated Securities due 2007" of the Company. The
Exchange Securities shall be known and designated as the "9 3/8% Series B Senior
Subordinated Securities due 2007" of the Company. The Stated Maturity of the
Securities shall be February 15, 2007, and the Securities shall each bear
interest at the rate of 9 3/8% per annum, as such interest rate may be adjusted
as set forth in the Securities and the Registration Rights Agreement, from
February 22, 2000 or from the most recent Interest Payment Date to which
interest has been paid, as applicable, payable semiannually on February 15 and
August 15 in each year, commencing August 15, 2000, until the principal thereof
is paid or duly provided for. Interest on any overdue principal, interest (to
the extent lawful) or premium, if any, shall be payable on demand.

               The principal of, premium, if any, and interest on, the
Securities shall be payable and the Securities shall be exchangeable and
transferable at an office or agency of the Company in The City of New York
maintained for such purposes (which initially will be a corporate trust office
of the Trustee located at Norwest Corporate Trust, c/o Depository Trust Company,
1st Floor, TADS Department, 55 Water Street, New York, New York 10041);
PROVIDED, HOWEVER, that payment of interest may be made at the option of the
Company by check mailed to addresses of the Persons entitled thereto as shown on
the Security Register.

               For all purposes hereunder, the Initial Securities and the
Exchange Securities will be treated as one class and are together referred to as
the "Securities." The Initial Securities rank PARI PASSU in right of payment
with the Exchange Securities.

               The Securities shall be redeemable as provided in Article XI
and in the Securities.

               At the election of the Company, the entire Debt on the Securities
or certain of the Company's obligations and covenants and certain Events of
Default thereunder may be defeased as provided in Article IV.


<PAGE>

                                      -35-

Section 3.02.  DENOMINATIONS.

               The Securities shall be issuable only in fully registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

Section 3.03.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

               The Securities shall be executed on behalf of the Company by
one of its Chairman of the Board, its President, its Chief Executive Officer,
its Chief Financial Officer or one of its Vice Presidents attested by its
Secretary or one of its Assistant Secretaries. The signatures of any of these
officers on the Securities may be manual or facsimile.

               Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee (with or without Guarantees endorsed thereon) for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Securities as
provided in this Indenture and not otherwise.

               Each Security shall be dated the date of its authentication.

               No Security endorsed thereon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.

               In case the Company, pursuant to Article VIII, shall, in a single
transaction or through a series of related transactions, be consolidated or
merged with or into any other Person or shall sell, assign, convey or transfer
its properties and assets substantially in their entirety to any Person, and the
successor Person resulting from such consolidation or surviving such merger, or
into which the Company shall have been merged, or the successor Person which
shall have participated in the sale, assignment, conveyance or transfer, as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee
pursuant to Article VIII, any of the Securities authenticated or delivered prior
to such consolidation, merger, sale, assignment, conveyance or transfer may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon request of the successor Person, shall
authenticate and deliver Securities

<PAGE>

                                      -36-

as specified in such request for the purpose of such exchange. If Securities
shall at any time be authenticated and delivered in any new name of a successor
Person pursuant to this Section 3.03 in exchange or substitution for or upon
registration of transfer of any Securities, such successor Person, at the option
of the Holders but without expense to them, shall provide for the exchange of
all Securities at the time Outstanding for Securities authenticated and
delivered in such new name.

               The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities on behalf of the Trustee. Unless limited
by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and its Affiliates.

               If an officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates such Security such Security
shall be valid nevertheless.

Section 3.04.  TEMPORARY SECURITIES.

               Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

               If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 10.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee (in accordance with a Company Order for the authentication of
such Securities) shall authenticate and make available for delivery in exchange
therefor a like principal amount of definitive Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

Section 3.05.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

               The Company shall cause the Trustee to keep, so long as it is
the Security Registrar, at the Corporate Trust Office of the Trustee, or such
other office as the Trustee may designate, a register (the register maintained
in such office or in any other office or agency designated pursuant to Section
10.02 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. Such transfers of Securities must be in a minimum amount of
$100,000. The Trustee shall initially be the "Security Registrar" for the
purpose

<PAGE>
                                      -37-


of registering Securities and transfers of Securities as herein provided. The
Company may change the Security Registrar or appoint one or more co-Security
Registrars without notice.

               Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 10.02, the
Company shall execute, and the Trustee shall (in accordance with a Company Order
for the authentication of such Securities) authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of the same series of any authorized denomination or
denominations, of a like aggregate principal amount.

               Furthermore, any Holder of the Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Security may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in a Security shall be required to be
reflected in a book entry. Transfers of beneficial interests must be in a
minimum amount of $100,000.

               At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations, of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall (in accordance with a Company
Order for the authentication of such Securities) authenticate and make available
for delivery, Securities of the same series which the Holder making the exchange
is entitled to receive; PROVIDED that no exchange of Initial Securities for
Exchange Securities shall occur until an Exchange Offer Registration Statement
shall have been declared effective by the Commission and the Initial Securities
exchanged for the Exchange Securities have been canceled.

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

               Every Security presented or surrendered for registration of
transfer, or for exchange, repurchase or redemption, shall (if so required by
the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

               No service charge shall be made to a Holder for any registration
of transfer, exchange or redemption of Securities, except for any tax or other
governmental charge that may be imposed in connection therewith, other than
exchanges pursuant to Sections 3.03, 3.04, 3.05, 9.06 or 11.08 not involving any
transfer.

               The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Securities
selected for redemption under Section 11.04 and ending at the close of business
on the day of such mailing or (b) to register the transfer of or exchange any
Security

<PAGE>

                                      -38-

so selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

               Every Security shall be subject to the restrictions on transfer
provided in the legend required to be set forth on the face of each Security
pursuant to Section 2.02, and the restrictions set forth in this Section 3.05,
and the Holder of each Security, by such Holder's acceptance thereof (or
interest therein), agrees to be bound by such restrictions on transfer.

               Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 3.05,
Section 3.04, 3.08, 9.06 or 11.08 or otherwise, shall also be a Global Security
and bear the legend specified in Section 2.02.

Section 3.06.  BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.

               (a)  Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 2.02.

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

               (b)  Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) the Company notifies the Trustee in writing that such
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, executes and delivers to the Trustee a Company Order
stating that it elects to cause the issuance of the Securities in certificated
form and that all Global Securities shall be exchanged in whole for Securities
that are not Global Securities (in which case such exchange shall be effected by
the Trustee) or (iii) there shall have occurred and be continuing an Event of
Default or any event which after notice or lapse of time or both would be an
Event of Default with respect to such Global Security.

<PAGE>

                                      -39-

               (c)  If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article III or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 3.06(c) and as otherwise provided in this Article III, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article III if such order, direction or request is given
or made in accordance with the Applicable Procedures.

               (d)  Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Article III or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

               (e)  The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

Section 3.07.  SPECIAL TRANSFER AND EXCHANGE PROVISIONS.

               (a)  CERTAIN TRANSFERS AND EXCHANGES. Transfers and exchanges
of Securities and beneficial interests in a Global Security of the kinds
specified in this Section 3.07 shall be made only in accordance with this
Section 3.07.

               (b)  EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL SECURITY.
A beneficial interest in a Global Security may be exchanged for a Security that
is not a Global Security as provided in Section 3.06(b).

<PAGE>

                                      -40-

               (c)  PRIVATE PLACEMENT LEGENDS. Rule 144A Securities and their
Successor Securities shall bear a Private Placement Legend, subject to the
following:

               (i)  subject to the following clauses of this Section 3.07(b), a
     Security or any portion thereof which is exchanged, upon transfer or
     otherwise, for a Global Security or any portion thereof shall bear the
     Private Placement Legend borne by such Global Security while represented
     thereby;

               (ii) subject to the following clauses of this Section 3.07(b), a
     new Security which is not a Global Security and is issued in exchange for
     another Security (including a Global Security) or any portion thereof, upon
     transfer or otherwise, shall bear the Private Placement Legend borne by
     such other Security;

               (iii) Exchange Securities, and all other Securities sold or
     otherwise disposed of pursuant to an effective registration statement under
     the Securities Act, together with their respective Successor Securities,
     shall not bear a Private Placement Legend;

               (iv) at any time after the Securities may be freely transferred
     without registration under the Securities Act or without being subject to
     transfer restrictions pursuant to the Securities Act, a new Security which
     does not bear a Private Placement Legend may be issued in exchange for or
     in lieu of a Security (other than a Global Security) or any portion thereof
     which bears such a legend if the Trustee has received an Unrestricted
     Securities Certificate substantially in the form of Exhibit C hereto,
     satisfactory to the Trustee and duly executed by the Holder of such
     legended Security or his attorney duly authorized in writing, and after
     such date and receipt of such certificate, the Trustee shall authenticate
     and deliver such a new Security in exchange for or in lieu of such other
     Security as provided in this Article III;

               (v)  a new Security which does not bear a Private Placement
     Legend may be issued in exchange for or in lieu of a Security (other than a
     Global Security) or any portion thereof which bears such a legend if, in
     the Company's judgment, placing such a legend upon such new Security is not
     necessary to ensure compliance with the registration requirements of the
     Securities Act, and the Trustee, at the direction of the Company, shall
     authenticate and deliver such a new Security as provided in this Article
     III; and

               (vi) notwithstanding the foregoing provisions of this
     Section 3.07(b), a Successor Security of a Security that does not bear a
     particular form of Private Placement Legend shall not bear such form of
     legend unless the Company has reasonable cause to believe that such
     Successor Security is a "restricted security" within the meaning of Rule
     144, in which case the Trustee, at the direction of the Company, shall
     authenticate and deliver a new Security bearing a Private Placement Legend
     in exchange for such Successor Security as provided in this Article III.

               By its acceptance of any Security bearing the Private Placement
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture

<PAGE>

                                      -41-

and in the Private Placement Legend and agrees that it will transfer such
Security only as provided in this Indenture.

                The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 3.06 or
this Section 3.07. The Company shall have the right to inspect and make copies
of all such letters, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Security Registrar.

Section 3.08.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

               If (i) any mutilated Security is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, and the Trustee, such security or indemnity, in each case, as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company, or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon a Company Request the Trustee
shall authenticate and make available for delivery, in exchange for any such
mutilated Security or in lieu of any such destroyed, lost or stolen Security, a
replacement Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

               In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a replacement Security, pay such Security.

               Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

               Every replacement Security issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

               The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.09.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

               Interest on any Security which is payable, and is punctually paid
or duly provided for, on the Stated Maturity of such interest shall be paid to
the Person in whose name the Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment.

<PAGE>

                                      -42-

               Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest,
and interest on such defaulted interest at the then applicable interest rate
borne by the Securities, to the extent lawful (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest"), shall
forthwith cease to be payable to the Holder on the Regular Record Date; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (a) or (b) below:

               (a)  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities (or any relevant
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security and the date
(not less than 30 days after such notice) of the proposed payment (the "Special
Payment Date"), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the Special Payment Date, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Subsection provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the
Special Payment Date and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company in writing of such Special Record Date. In the name and at the expense
of the Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at its address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date and Special Payment Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities are
registered on such Special Record Date and shall no longer be payable pursuant
to the following Subsection (b).

               (b)  The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by this Indenture not inconsistent with the requirements of such
exchange, if, after written notice given by the Company to the Trustee of the
proposed payment pursuant to this Subsection, such payment shall be deemed
practicable by the Trustee.

               Subject to the foregoing provisions of this Section 3.09, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

<PAGE>

                                      -43-

Section 3.10.  CUSIP NUMBERS.

               The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and the Company, or the Trustee on behalf of the
Company, shall use CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice shall state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and PROVIDED FURTHER, HOWEVER, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice.

Section 3.11.  PERSONS DEEMED OWNERS.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of, premium, if
any, and (subject to Section 3.09) interest on, such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.12.  CANCELLATION.

               All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.12, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be returned to the Company. The Trustee shall provide the Company a list of all
Securities that have been canceled from time to time as requested by the
Company.

Section 3.13.  COMPUTATION OF INTEREST.

               Interest on the Securities shall be computed on the basis of a
360-day year comprised of twelve 30-day months.

<PAGE>

                                      -44-

                                   ARTICLE IV

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 4.01.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

               The Company may, at its option by Board Resolution, with respect
to the Securities, elect to have either Section 4.02 or Section 4.03 be applied
to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.

Section 4.02.  DEFEASANCE AND DISCHARGE.

               Upon the Company's exercise under Section 4.01 of the option
applicable to this Section 4.02, the Company and any other obligor upon the
Securities, if any, shall be deemed to have been discharged from its obligations
with respect to the Defeased Securities on the date the conditions set forth in
Section 4.04 below are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company and any other obligor upon the Securities
shall be deemed to have paid and discharged the entire Debt represented by the
Defeased Securities, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 4.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Defeased Securities to receive, solely
from the trust fund described in Section 4.04 and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on, such Securities, when such payments are due, (b) the Company's
obligations with respect to such Defeased Securities under Sections 3.04, 3.05,
3.08, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder, including, without limitation, the Trustee's rights under
Section 6.07, and (d) this Article IV. Subject to compliance with this Article
IV, the Company may exercise its option under this Section 4.02 notwithstanding
the prior exercise of its option under Section 4.03 with respect to the
Securities.

Section 4.03.  COVENANT DEFEASANCE.

               Upon the Company's exercise under Section 4.01 of the option
applicable to this Section 4.03, the Company shall be released from its
obligations under any covenant or provision contained or referred to in Sections
10.05 through 10.11, inclusive, and Article VIII hereof, with respect to the
Defeased Securities on and after the date the conditions set forth in Section
4.04 below are satisfied (hereinafter, "covenant defeasance"), and the Defeased
Securities shall thereafter be deemed to be not "Outstanding" for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section,
whether

<PAGE>

                                      -45-

directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 5.01(c) but, except as specified
above, the remainder of this Indenture and such Defeased Securities shall be
unaffected thereby.

Section 4.04.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

               The following shall be the conditions to application of either
Section 4.02 or Section 4.03 to the Defeased Securities:

               (a)  The Company shall irrevocably have deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (i) cash in United
States dollars, (ii) U.S. Government Obligations, or (iii) a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants or a nationally recognized
investment banking firm expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee
to pay and discharge, the principal of, premium, if any, and interest (which
shall include Additional Interest, if any) on, the Defeased Securities, on the
stated date for payment thereof or on the applicable redemption date, as the
case may be, of such principal, premium, if any, or interest (which shall
include Additional Interest, if any) on such Defeased Securities if at or prior
to electing to exercise either its option applicable to Section 4.02 or its
option applicable to Section 4.03, the Company has delivered to the Trustee an
irrevocable notice of such defeasance, including the date that such defeasance
is to occur. For this purpose, "U.S. Government Obligations" means securities
that are (i) direct obligations of the United States of America for the timely
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depositary receipt, PROVIDED that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government Obligation evidenced
by such depositary receipt;

               (b)  In the case of an election under Section 4.02, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States reasonably acceptable to the Trustee confirming that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date hereof, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Independent Counsel in the United States shall confirm
that, the Holders of the Outstanding Securities will not

<PAGE>

                                      -46-

recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

               (c)  In the case of an election under Section 4.03, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States reasonably acceptable to such Trustee to the effect that the
Holders of the Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred;

               (d)  No Default or Event of Default (other than a Default or
Event of Default under this Indenture resulting from the borrowing of funds to
be applied to such deposit) shall have occurred and be continuing on the date of
such deposit, and with respect to an election under Section 4.02 insofar as
Section 5.01(e) or (f) is concerned, at any time during the period ending on the
91st day after the date of deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period);

               (e)  Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a Default under, this Indenture or any
other material agreement or instrument to which the Company or any Restricted
Subsidiary is a party or by which it is bound;

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

               Opinions of Counsel or Opinions of Independent Counsel required
to be delivered under this Section shall be in form and substance reasonably
satisfactory to the Trustee and may have qualifications customary for opinions
of the type required and counsel delivering such opinions may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters
of fact, including that various financial covenants have been complied with.

Section 4.05.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; OTHER MISCELLANEOUS PROVISIONS.

               Subject to the provisions of the last paragraph of Section 10.03,
all United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 4.04 in respect
of the Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

<PAGE>

                                      -47-

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 4.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is imposed, assessed or for the account of the Holders of the Defeased
Securities.

               Anything in this Article IV to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 4.04 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.

Section 4.06.  REINSTATEMENT.

               If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 4.02 or
4.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated, with present and prospective effect,
as though no deposit had occurred pursuant to Section 4.02 or 4.03, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all
such United States dollars or U.S. Government Obligations in accordance with
Section 4.02 or 4.03, as the case may be; PROVIDED, HOWEVER, that if the Company
makes any payment to the Trustee or Paying Agent of principal of, premium, if
any, or interest on any Security following the reinstatement of its obligations,
the Trustee or Paying Agent shall promptly pay any such amount to the Holders of
the Securities and the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the United States dollars and
U.S. Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE V

                                    REMEDIES

Section 5.01.  EVENTS OF DEFAULT.

               "Event of Default," wherever used herein, means any one of the
following events (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):

               (a)  a default in the payment of any interest on any Security
          when it becomes due and payable, and such default shall continue for a
          period of 30 days;

<PAGE>

                                      -48-

               (b)  a default in the payment of the principal of (or premium,
         if any, on) any Security at its Maturity (upon acceleration, optional
         or mandatory redemption or otherwise);

               (c)  a default in the performance, or breach, of any covenant
         or warranty of the Company in the Indenture which default continues
         uncured for a period of 60 days after written notice has been given, by
         certified mail, (i) to the Company by the Trustee or (ii) to the
         Company and the Trustee by the Holders of at least 25% in aggregate
         principal amount of the Outstanding Securities;

               (d)  an acceleration of the maturity of Debt of the Company
         (other than Non- recourse Debt), at any one time, in an aggregate
         amount in excess of the greater of (i) $25 million and (ii) 5% of
         Consolidated Net Tangible Assets, if such acceleration is not annulled
         within 30 days after written notice to the Company by the Trustee and
         the Holders of at least 25% in aggregate principal amount of the
         Outstanding Securities;

               (e)  the entry by a court of competent jurisdiction of (i) a
         decree or order for relief in respect of the Company or any Significant
         Subsidiary in an involuntary case or proceeding under any applicable
         Bankruptcy Law or (ii) a decree or order adjudging the Company or any
         Significant Subsidiary bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company or any Significant Subsidiary under any applicable
         federal or state law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or any Subsidiary or of any substantial part of their
         respective properties, or ordering the winding up or liquidation of
         their respective affairs, and any such decree or order for relief shall
         continue to be in effect, or any such other decree or order shall be
         unstayed and in effect, for a period of 60 consecutive days; or

               (f)  (i) the Company or any Significant Subsidiary commences a
         voluntary case or proceeding under any applicable Bankruptcy Law or any
         other case or proceeding to be adjudicated bankrupt or insolvent, (ii)
         the Company or any Significant Subsidiary consents to the entry of a
         decree or order for relief in respect of the Company or such
         Significant Subsidiary in an involuntary case or proceeding under any
         applicable Bankruptcy Law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it, (iii) the Company or any
         Significant Subsidiary files a petition or answer or consent seeking
         reorganization or relief under any applicable federal or state law,
         (iv) the Company or any Significant Subsidiary (A) consents to the
         filing of such petition or the appointment of, or taking possession by,
         a custodian, receiver, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or such Significant Subsidiary or of
         any substantial part of their respective properties, (B) makes an
         assignment for the benefit of creditors or (C) admits in writing its
         inability to pay its debts generally as they become due or (v) the
         Company or any Significant Subsidiary takes any corporate action in
         furtherance of any such actions in this paragraph (f).

<PAGE>

                                      -49-

Section 5.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

               If an Event of Default (other than an Event of Default specified
in Sections 5.01(e) and (f) with respect to the Company) shall occur and be
continuing with respect to this Indenture, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities then Outstanding
may, and the Trustee at the request of such Holders shall, declare all unpaid
principal of, premium, if any, and accrued interest on all Securities to be due
and payable, by a notice in writing to the Company (and to the Trustee if given
by the Holders of the Securities) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. If an
Event of Default specified in clause (e) or (f) of Section 5.01 occurs with
respect to the Company and is continuing, then all the Securities shall IPSO
FACTO become and be due and payable immediately in an amount equal to the
principal amount of the Securities, together with accrued and unpaid interest
thereon, if any, to the date the Securities become due and payable, without any
declaration or other act on the part of the Trustee or any Holder. Thereupon,
the Trustee may, at its discretion, proceed to protect and enforce the rights of
the Holders of the Securities by appropriate judicial proceedings.

               After a declaration of acceleration with respect to the
Securities, but before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of the Securities
Outstanding, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

          (a)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay

          (b)  all sums paid or advanced by the Trustee under this Indenture and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel,

          (c)  all overdue interest on all Outstanding Securities,

          (d)  the principal of and premium, if any, on any Outstanding
     Securities which have become due otherwise than by such declaration of
     acceleration and interest thereon at a rate borne by the Securities,

          (e)  to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate borne by the Securities, and

          (f)  all Events of Default, other than the non-payment of principal of
     the Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 5.13. No
     such rescission shall affect any subsequent Default or impair any right
     consequent thereon.

Section 5.03.  COLLECTION OF DEBT AND SUITS FOR ENFORCEMENT BY TRUSTEE.

               The Company covenants that if

<PAGE>

                                      -50-

               (a)  default is made in the payment of any interest on any
          Security when such interest becomes due and payable and such default
          continues for a period of 30 days, or

               (b)  default is made in the payment of the principal of or
          premium, if any, on any Security at the Stated Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, and, to the extent that payment of
such interest shall be legally enforceable, upon 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 the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

               If the Company fails to pay such amounts within 3 Business Days
of such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

               If an Event of Default occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders under this Indenture by such appropriate private or judicial
proceedings as the Trustee shall deem most effectual to protect and enforce such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein or therein,
or to enforce any other proper remedy, subject however to Section 5.12. No
recovery of any such judgment upon any property of the Company shall affect or
impair any rights, powers or remedies of the Trustee or the Holders.

Section 5.04.  TRUSTEE MAY FILE PROOFS OF CLAIM.

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, 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 on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

               (a)  to file and prove a claim for the whole amount of
          principal, and premium, if any, 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 the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and
          counsel) and of the Holders allowed in such judicial proceeding, and

<PAGE>

                                      -51-

               (b)  to collect and receive any moneys or other property
          payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

               Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 5.05.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

               All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.06.  APPLICATION OF MONEY COLLECTED.

               Any money and property collected by the Trustee pursuant to this
Article or otherwise on behalf of the Holders or the Trustee pursuant to this
Article or through any proceeding or any arrangement or restructuring in
anticipation or in lieu of any proceeding contemplated by this Article shall be
applied, subject to applicable law, in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal, premium, if any, or interest, upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee under
          Section 6.07;

               SECOND: To the payment of the amounts then due and unpaid upon
          the Securities for principal, premium, if any, and interest, in
          respect of which or for the benefit of which such money has been
          collected, ratably, without preference or priority of any kind,
          according to the amounts due and payable on such Securities for
          principal, premium, if any, and interest; and

<PAGE>

                                      -52-

               THIRD: The balance, if any, to the Person or Persons entitled
          thereto, including the Company, provided that all sums due and owing
          to the Holders and the Trustee have been paid in full as required by
          this Indenture.

Section 5.07.  LIMITATION ON SUITS.

               No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

               (a)  such Holder has previously given written notice to the
          Trustee of a continuing Event of Default;

               (b)  the Holders of not less than 25% in principal amount of
          the Outstanding Securities shall have made written request to the
          Trustee to institute proceedings in respect of such Event of Default
          in its own name as trustee hereunder;

               (c)  such Holder or Holders have offered to the Trustee an
          indemnity satisfactory to the Trustee against the costs, expenses and
          liabilities to be incurred in compliance with such request;

               (d)  the Trustee for 15 days after its receipt of such notice,
          request and offer (and if requested, provision) of indemnity has
          failed to institute any such proceeding; and

               (e)  no direction inconsistent with such written request has
          been given to the Trustee during such 15-day period by the Holders of
          a majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Security to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture or any Security,
except in the manner provided in this Indenture and for the equal and ratable
benefit of all the Holders.

Section 5.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
               INTEREST.

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right based on the terms stated herein, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.09) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or
repurchase, on the Redemption Date or the repurchase date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

<PAGE>

                                      -53-

Section 5.09.  RESTORATION OF RIGHTS AND REMEDIES.

               If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, any
other obligor on the Securities, the Trustee and the Holders shall, subject to
any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

Section 5.10.  RIGHTS AND REMEDIES CUMULATIVE.

               No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders 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 hereafter 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.

Section 5.11.  DELAY OR OMISSION NOT WAIVER.

               No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 5.12.  CONTROL BY HOLDERS.

               The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, PROVIDED that

               (a)  such direction shall not be in conflict with any rule of
          law or with this Indenture (including, without limitation, Section
          5.07), expose the Trustee to personal liability, or be unduly
          prejudicial to Holders not joining therein; and

               (b)  subject to the provisions of Section 315 of the Trust
          Indenture Act, the Trustee may take any other action deemed proper by
          the Trustee which is not inconsistent with such direction.

<PAGE>
                                      -54-

Section 5.13.  WAIVER OF PAST DEFAULTS.

               The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all
Outstanding Securities waive any past Default hereunder and its consequences,
except a Default

               (a)  in the payment of the principal of, premium, if any, or
          interest on any Security; or

               (b) in respect of a covenant or a provision hereof which under
          this Indenture cannot be modified or amended without the consent of
          the Holder of each Security Outstanding affected by such modification
          or amendment.

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

Section 5.14.  UNDERTAKING FOR COSTS.

               All parties to this Indenture agree, and each Holder of any
Security by his 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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 5.15.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

<PAGE>

                               -55-

Section 5.16.  REMEDIES SUBJECT TO APPLICABLE LAW.

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

                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.01.  DUTIES OF TRUSTEE.

               Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d):

               (a)  if a Default or an Event of Default has occurred and is
          continuing, and subject to compliance with applicable gaming laws, 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 its
          exercise thereof as a prudent person would exercise or use under the
          circumstances in the conduct of his own affairs;

               (b)  except during the continuance of a Default or an Event of
          Default:

                    (i)  the Trustee need perform only those duties as are
               specifically set forth in this Indenture and no covenants or
               obligations shall be implied in this Indenture that are adverse
               to the Trustee; and

                    (ii) in the absence of bad faith or willful misconduct
               on its part, the Trustee may conclusively rely, as to the truth
               of the statements and the correctness of the opinions expressed
               therein, upon certificates or opinions furnished to the Trustee
               and conforming to the requirements of this Indenture. However,
               the Trustee shall examine the certificates and opinions to
               determine whether or not they conform to the requirements of this
               Indenture;

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

                    (i)  this Subsection (c) does not limit the effect of
               Subsection (b) of this Section 6.01;

<PAGE>

                                      -56-

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

                    (iii) the Trustee shall not be liable with respect to
               any action it takes or omits to take in good faith, in accordance
               with a direction of the Holders of a majority in principal amount
               of Outstanding Securities relating to the time, method and place
               of conducting any proceeding for any remedy available to the
               Trustee, or exercising any trust or power confirmed upon the
               Trustee under this Indenture;

               (d)  no provision of this Indenture shall require the Trustee
     to expend or risk its own funds or otherwise incur any financial liability
     in the performance of any of its duties hereunder or in the exercise of any
     of its rights or powers if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it;

               (e)  whether or not therein expressly so provided, every
     provision of this Indenture that in any way relates to the Trustee is
     subject to Subsections (a), (b), (c) and (d) and (f) of this Section 6.01;

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

               (g)  the Trustee shall cooperate with any gaming authority
     (including, but not limited to, the Nevada Gaming Commission, the Nevada
     State Gaming Control Board, the Clark County Liquor and Gaming Licensing
     Board, the City of Reno, the New Jersey Casino Control Commision, the
     Casino Reinvestment Development Authority, the Mississippi Gaming
     Commission, the Mississippi State Tax Commission, the Louisiana Gaming
     Control Board, the Deleware State Lottery Office, the Indiana Gaming
     Commission, the authorities governing casino gaming in Queensland,
     Australia, the Internal Auditors Bureau of Uruguay, the Executive Power of
     the Oriental Republic of Uruguay, the Ontario Alcohol and Gaming
     Commission, the Ontario Casino Corporation, the Nova Scotia Gaming Control
     Commission, the Philippine Amusement and Gaming Corporation and the Guateng
     Gambling Board) of any jurisdiction in which the Company or any of its
     subsidiaries conducts or proposes to conduct gaming and shall produce any
     document or information as any of them may request; and

               (h)  The Trustee shall in no event be required to expend its own
     funds in the exercise of any of the remedies set forth in this Section
     6.01.

Section 6.02.  NOTICE OF DEFAULTS.

               Within 30 days after a Responsible Officer of the Trustee
receives notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses

<PAGE>

                                    -57-


appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.


Section 6.03.  CERTAIN RIGHTS OF TRUSTEE.

               Subject to the provisions of Section 6.01 hereof and Trust
Indenture Act Sections 315(a) through 315(d):

              (a)  the Trustee may rely and shall be protected in acting or
     refraining from acting upon receipt by it of any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of Debt 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 or direction of the Company mentioned herein
     shall be sufficiently evidenced by a Company Request or Company Order and
     any resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

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

               (d)  the Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Indenture at the request or
     direction of any of the Holders pursuant to this Indenture, unless such
     Holders shall have offered to the Trustee security or indemnity
     satisfactory to the Trustee against the costs, expenses and liabilities
     which might be incurred therein or,

               (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 other
     than any liabilities arising out of the negligence, bad faith or willful
     misconduct of the Trustee;

               (f)  the Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     approval, appraisal, bond, debenture, note, coupon, security or other paper
     or document unless requested in writing to do so 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

<PAGE>

                                      -58-

     Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation so requested by the Holders of not less than 25% in
     aggregate principal amount of the Securities Outstanding shall be paid by
     the Company or, if paid by the Trustee or any predecessor Trustee, shall be
     repaid by the Company upon demand; PROVIDED, FURTHER, the Trustee in its
     discretion may make such further inquiry or investigation into such facts
     or matters as it may deem fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney; 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 and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder.

Section 6.04.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS 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 Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in any Statement of Eligibility and Qualification on Form T-1 supplied to the
Company are true and accurate subject to the qualifications set forth therein.
The Trustee shall not be accountable for the use or application by the Company
of Securities or the proceeds thereof.

Section 6.05.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.

               The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, 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, Paying Agent, Security Registrar or such other agent and,
subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

Section 6.06.  MONEY HELD IN TRUST.

               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. Except for funds or securities
deposited with the Trustee pursuant to Article IV, the Trustee shall be required
to invest all moneys received by the Trustee, until used or applied as herein
provided, in Cash Equivalents in accordance with the directions of the Company.


<PAGE>

                                      -59-

Section 6.07.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.

               The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, such compensation as the parties
shall agree in writing from time to time for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) and the Company
covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of the Trustee 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) except any such
expense, disbursement or advance as may arise from its negligence, bad faith or
willful misconduct. The Company also covenants and agrees to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
claim, loss, liability, tax, assessment or other governmental charge (other than
taxes applicable to the Trustee's compensation hereunder) or expense incurred
without negligence, bad faith or willful misconduct 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 enforcement of this Section
6.07 and also including any liability which the Trustee may incur as a result of
failure to withhold, pay or report any tax, assessment or other governmental
charge, and the costs and expenses of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligations of the Company under this
Section 6.07 to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
reasonable expenses, disbursements and advances shall constitute an additional
obligation hereunder and shall survive the satisfaction and discharge of this
Indenture and the resignation or removal of the Trustee and each predecessor
Trustee.

Section 6.08.  CONFLICTING INTERESTS.

               The Trustee shall comply with the provisions of Section 3.09(b)
of the Trust Indenture Act.

Section 6.09.  TRUSTEE ELIGIBILITY.

               There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 3.09(a) and which
shall have a combined capital and surplus of at least $250,000,000, to the
extent there is an institution eligible and willing to serve. If the Trustee
does not have a Corporate Trust Office in The City of New York, the Trustee may
appoint an agent in The City of New York reasonably acceptable to the Company to
conduct any activities which the Trustee may be required under this Indenture to
conduct in The City of New York. If such Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of federal, state,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 6.09, 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. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 6.09, the

<PAGE>

                                      -60-

Trustee shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

Section 6.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

               (a)  No resignation or removal of the Trustee and no appointment
     of a successor trustee pursuant to this Article shall become effective
     until the acceptance of appointment by the successor trustee under
     Section 6.11.

               (b)  The Trustee, or any trustee or trustees hereafter appointed,
     may at any time resign by giving written notice thereof to the Company.
     Upon receiving such notice or resignation, the Company shall promptly
     appoint a successor trustee by written instrument executed by authority of
     the Board of Directors of the Company, a copy of which shall be delivered
     to the resigning Trustee and a copy to the successor trustee. If an
     instrument of acceptance by a successor trustee shall not have been
     delivered to the Trustee within 30 days after the giving of such notice of
     resignation, the resigning Trustee may, or any Holder who has been a bona
     fide Holder of a Security for at least six months may, on behalf of himself
     and all others similarly situated, petition any court of competent
     jurisdiction for the appointment of a successor trustee. Such court may
     thereupon, after such notice, if any, as it may deem proper, appoint and
     prescribe a successor trustee.

               (c)  The Trustee may be removed at any time for any cause or
     for no cause by an Act of the Holders of not less than a majority in
     aggregate principal amount of the Outstanding Securities, delivered to the
     Trustee and to the Company.

               (d)  If at any time:

               (i)  the Trustee shall fail to comply with the provisions of
          Trust Indenture Act Section 3.09(b) after written request therefor by
          the Company or by any Holder who has been a bona fide Holder of a
          Security for at least six months,

               (ii) the Trustee shall cease to be eligible under Section 6.09
          and shall fail to resign after written request therefor by the Company
          or by any Holder who has been a bona fide Holder of a Security for at
          least six months, or

               (iii) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 5.14, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

<PAGE>

                                      -61-

               (e)  If the Trustee shall resign, be removed or become incapable
     of acting, or if a vacancy shall occur in the office of Trustee for any
     cause, the Company, by a Board Resolution, shall promptly appoint a
     successor trustee and shall comply with the applicable requirements of
     Section 6.11. If, within 60 days after such resignation, removal or
     incapability, or the occurrence of such vacancy, the Company has not
     appointed a successor Trustee, a successor trustee shall be appointed by
     the Act of the Holders of a majority in principal amount of the Outstanding
     Securities delivered to the Company and the retiring Trustee. Such
     successor trustee so appointed shall forthwith upon its acceptance of such
     appointment become the successor trustee and supersede the successor
     trustee appointed by the Company. If no successor trustee shall have been
     so appointed by the Company or the Holders of the Securities and accepted
     appointment in the manner hereinafter provided, the Trustee or the Holder
     of any Security who has been a bona fide Holder for at least six months
     may, subject to Section 5.14, on behalf of himself and all others similarly
     situated, petition any court of competent jurisdiction for the appointment
     of a successor trustee.

               (f)  The Company shall give notice of each resignation and each
     removal of the Trustee and each appointment of a successor trustee by
     mailing written notice of such event by first-class mail, postage prepaid,
     to the Holders of Securities as their names and addresses appear in the
     Security Register. Each notice shall include the name of the successor
     trustee and the address of its Corporate Trust Office or agent hereunder.

Section 6.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

               Every successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor trustee, upon payment of its charges pursuant to Section 6.07 then
unpaid, such retiring Trustee shall 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 Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.

               No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 3.09(a) and this Article VI and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 6.10.

               Upon acceptance of appointment by any successor trustee as
provided in this Section 6.11, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the appointment, then the
notice called for by the

<PAGE>

                                      -62-

preceding sentence may be combined with the notice called for by Section 6.10.
If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

Section 6.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

               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 all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, PROVIDED that such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article VI and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 6.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

               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 shall have; PROVIDED that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name 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 COMPANY.

               If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act Section 311(a) to the
extent indicated therein.

                                   ARTICLE VII

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 7.01.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

               The Company will furnish or cause to be furnished to the Trustee

<PAGE>

                                      -63-

               (a)  semiannually, not more than 15 days after each Regular
     Record Date, a list, in such form as the Trustee may reasonably require, of
     the names and addresses of the Holders as of such Regular Record Date; and

               (b)  at such other times as the Trustee may reasonably request
     in writing, within 30 days after receipt by the Company of any such
     request, a list of similar form and content to that in subsection (a)
     hereof as of a date not more than 15 days prior to the time such list is
     furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 7.02.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

               Holders may communicate pursuant to Trust Indenture Act Section
312(b) with other Holders with respect to their rights under this Indenture or
the Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Trustee, the Security Registrar and any other Person
shall have the protection of Trust Indenture Act Section 312(c). Further, every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee or any agent of either
of them shall be held accountable by reason of the disclosure of any information
as to the names and addresses of the Holders in accordance with Trust Indenture
Act Section 312, 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 Trust Indenture Act Section 312.

Section 7.03.  REPORTS BY TRUSTEE.

               (a)  Within 60 days after May 15 of each year commencing with
the first May 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such May 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

               (b)  A copy of each report transmitted to Holders pursuant to
this Section 7.03 shall, at the time of such transmission, be mailed to the
Company and filed with each stock exchange, if any, upon which the Securities
are listed and also with the Commission. The Company will notify the Trustee
promptly if the Securities are listed on any stock exchange.

<PAGE>

                                      -64-

                                  ARTICLE VIII

                      CONSOLIDATION, MERGER, SALE OF ASSETS

Section 8.01.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

               (a)  The Company may not, in a single transaction or through a
series of related transactions, (i) consolidate with or merge with or into any
other Person; or (ii) sell, assign, convey or transfer its properties and assets
substantially in their entirety (computed on a Consolidated basis) to any
Person, unless:

               (i)  either (A) the Company is the surviving entity; or (B) the
     Person formed by or surviving such consolidation or merger (if other than
     the Company) or to which such sale, assignment, conveyance or transfer
     shall have been made (the "Surviving Entity") is an entity organized or
     existing under the laws of the United States, any state thereof or the
     District of Columbia;

               (ii) the Surviving Entity assumes all the obligations of the
     Company under the Securities and this Indenture; and

               (iii) immediately after giving effect to such transaction, no
     Default or Event of Default exists.

               (b)  The foregoing shall not apply to a sale, assignment,
conveyance, transfer, or other disposition of properties or assets solely
between or among the Company and any of its wholly-owned Subsidiaries.

Section 8.02.  SUCCESSOR SUBSTITUTED.

               Upon any consolidation or merger, or any sale, assignment,
conveyance or transfer of the properties and assets of the Company substantially
in their entirety in accordance with Section 8.01, the Surviving Entity shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under this Indenture and/or in the Securities, as the case may be,
with the same effect as if such successor had been named as the Company herein
and in the Securities, and the Company shall be discharged from all obligations
and covenants hereof and in the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF
               HOLDERS.

               Without the consent of any Holders, the Company and any other
obligor under the Securities when authorized by a Board Resolution, and the
Trustee, at any time and from time to time,

<PAGE>

                                      -65-

may enter into one or more indentures supplemental hereto or agreements in form
and substance satisfactory to the Trustee, for any of the following purposes:

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

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

               (c)  to evidence the succession of another Person to the Company
     or any other obligor upon the Securities, and the assumption by any such
     successor or obligor of the covenants of the Company herein and in the
     Securities in accordance with Article VIII;

               (d)  to add to the covenants of the Company or any other obligor
     upon the Securities for the benefit of the Holders, or to surrender any
     right or power conferred upon the Company or any other obligor upon the
     Securities, as applicable, herein or in the Securities;

               (e)  to comply with the requirements of the Commission in order
     to effect or maintain the qualification of this Indenture under the Trust
     Indenture Act, as contemplated by Section 9.05 or otherwise; or

               (f)  to evidence and provide the acceptance of the appointment
     of a successor trustee hereunder.

Section 9.02.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF HOLDERS.

               Except as permitted by Section 9.01, with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by Board Resolutions, and the Trustee may (i) enter
into an indenture or indentures supplemental hereto or agreements in form and
substance satisfactory to the Trustee, for the purpose of adding any provisions
to or amending, modifying or changing in any manner or eliminating any of the
provisions of this Indenture or the Securities (including but not limited to,
for the purpose of modifying in any manner the rights of the Holders under this
Indenture or the Securities) or (ii) waive compliance with any provision in this
Indenture or the Securities (other than waivers of past Defaults covered by
Section 5.13 and waivers of covenants which are covered by Section 10.12);
PROVIDED, HOWEVER, that no such supplemental indenture or agreement shall,
without the consent of the Holder of each Outstanding Security affected thereby:

               (a)  reduce the percentage in principal amount of the
     Outstanding Securities, the consent of whose Holders is required for any
     such supplemental indenture or agreement, or the consent of whose Holders
     is required for any waiver or compliance with certain provisions of this
     Indenture;

               (b)  change the Stated Maturity of the principal of, or any
     installment of interest on, or extend the time for payment of interest on
     any Security, or change to an earlier date any Redemption Date of, or waive
     a default in the payment of the principal or interest on, any

<PAGE>

                                      -66-

     such Security or otherwise alter the provisions with respect to the
     redemption of the Securities in a manner adverse to Holders, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or change the coin or currency in
     which the principal of any Security or any premium or the interest thereon
     is payable, or impair the right to institute suit for the enforcement of
     any such payment on or after the Stated Maturity thereof (or, in the case
     of redemption, on or after the Redemption Date); and

               (c)  modify any of the provisions of this Section 9.02 or
     Sections 5.13, 10.01 or 10.12.

               Upon the written request of the Company accompanied by a copy of
Board Resolutions authorizing the execution of any such supplemental indenture
or agreement and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture.

               It shall not be necessary for any Act of Holders under this
Section 9.02 to approve the particular form of any proposed supplemental
indenture or agreement, but it shall be sufficient if such Act shall approve the
substance thereof.

Section 9.03.  EXECUTION OF SUPPLEMENTAL INDENTURES OR AGREEMENTS.

               In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Trust Indenture Act
Sections 315(a) through 315(d) and Section 6.02 hereof) shall be fully protected
in relying upon, an Opinion of Counsel and an Officers' Certificate stating that
the execution of such supplemental indenture, agreement or instrument is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture, agreement or
instrument which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 9.04.  EFFECT OF SUPPLEMENTAL INDENTURES.

               Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 9.05.  CONFORMITY WITH TRUST INDENTURE ACT.

               Every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect.

<PAGE>


                                      -67-

Section 9.06.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

               Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

Section 9.07.  NOTICE OF SUPPLEMENTAL INDENTURES.

               Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 9.02, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 1.06, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

                                    ARTICLE X

                                    COVENANTS

Section 10.01.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

               The Company shall duly and punctually pay the principal of,
premium, if any, and interest on the Securities in accordance with the terms of
the Securities and this Indenture. Payments in respect of the Securities
represented by a Global Security (including principal, premium, if any, interest
and Additional Interest will be made by wire transfer of immediately available
funds to the accounts specified by the Global Security Holder. With respect to
Securities that are not Global Securities, the Company will make all payments of
principal, premium, if any, interest and Additional Interest, if any, by wire
transfer of immediately available funds to the accounts specified by Holders
thereof or, if no such account is specified, by mailing a check to each such
Holder's registered address.

Section 10.02.  MAINTENANCE OF OFFICE OR AGENCY.

               The Company shall maintain an office or agency where Securities
may be presented or surrendered for payment. The Company also will maintain in
The City of New York an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be
served. The office of the Trustee, at its Corporate Trust Office initially
located at Norwest Corporate Trust, c/o Depository Trust Company, 1st Floor,
TADS Department, 55 Water Street, New York, New York 10041, will be such office
or agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company

<PAGE>

                                      -68-

will give prompt written notice to the Trustee of the location and any change in
the location of any such offices or agencies. If at any time the Company shall
fail to maintain any such required offices or agencies or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the office of the Trustee and the Company
hereby appoints the Trustee such agent as its agent to receive all such
presentations, surrenders, notices and demands.

               The Company may from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Securities
may be presented or surrendered for any or all such purposes, and may from time
to time rescind such designation. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such office or agency.

               The Trustee shall initially act as Paying Agent for the
Securities.

Section 10.03.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

               If the Company or any of its Affiliates shall at any time act as
Paying Agent, it will, on or before each due date of the principal of, premium,
if any, or interest on any of the Securities, segregate and hold in trust for
the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

               If the Company or any of its Affiliates is not acting as Paying
Agent, the Company will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, deposit with a Paying
Agent a sum in same day funds sufficient to pay the principal, premium, if any,
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

               If the Company is not acting as Paying Agent, the Company will
cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:

               (a)  hold all sums held by it for the payment of the principal
     of, premium, if any, or interest on the Securities in trust for the benefit
     of the Persons entitled thereto until such sums shall be paid to such
     Persons or otherwise disposed of as herein provided;

               (b)  give the Trustee notice of any Default by the Company (or
     any other obligor upon the Securities) in the making of any payment of
     principal, premium, if any, or interest on the Securities;

<PAGE>

                                      -69-


               (c)  at any time during the continuance of any such Default,
     upon the written request of the Trustee, forthwith pay to the Trustee all
     sums so held in trust by such Paying Agent; and

               (d)  acknowledge, accept and agree to comply in all aspects
     with the provisions of this Indenture relating to the duties, rights and
     disabilities of such Paying Agent.

               The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), and mail to each such Holder, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining will
promptly be repaid to the Company.

Section 10.04.  CORPORATE EXISTENCE.

               Subject to Article VIII, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Restricted Subsidiary; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole; and PROVIDED, FURTHER, HOWEVER, that the foregoing
shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary or
any of its assets in compliance with the terms of this Indenture.

Section 10.05.  PAYMENT OF TAXES AND OTHER CLAIMS.

               The Company shall pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any of its Subsidiaries shown to be due on any return of the

<PAGE>

                                      -70-

Company or any of its Subsidiaries or otherwise assessed or upon the income,
profits or property of the Company or any of its Subsidiaries if failure to pay
or discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company to perform its obligations hereunder and
(b) all lawful claims for labor, materials and supplies, which, if unpaid, would
by law become a Lien upon the property of the Company or any of its
Subsidiaries, except for any Lien permitted to be incurred under Section 10.07,
if failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company to perform its obligations
hereunder; PROVIDED, HOWEVER, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Company) are being maintained in accordance with GAAP.

Section 10.06. MAINTENANCE OF INSURANCE.

               The Company shall at all times keep all of its and its
Subsidiaries' properties which are of an insurable nature insured with insurers,
believed by the Company in good faith to be financially sound and responsible,
against loss or damage to the extent that property of similar character is
usually so insured by corporations similarly situated and owning like properties
in the same general geographic areas in which the Company and its Subsidiaries
operate, except where the failure to do so could not reasonably be expected to
have a material adverse effect on the condition (financial or otherwise),
earnings, business affairs or prospects of the Company and its Subsidiaries,
taken as a whole.

Section 10.07. LIMITATION ON LIENS.

               (a)  Neither the Company nor any Restricted Subsidiary will,
directly or indirectly, create, assume or suffer to exist any Lien of any kind
(i) upon any Principal Property, (ii) upon any shares of Capital Stock of any
Restricted Subsidiary owned by the Company or any Restricted Subsidiary or (iii)
securing Debt of any Restricted Subsidiary, without equally and ratably securing
the Securities with (or prior to) the Debt secured by such Lien, for so long as
such Debt shall be so secured, PROVIDED, HOWEVER, that the Company and any
Restricted Subsidiary may, directly or indirectly, create, assume or suffer to
exist Permitted Liens.

               (b)  Notwithstanding the foregoing, the Company or any Restricted
Subsidiary may create, assume or suffer to exist Liens not otherwise permitted
as described above, provided that at the time of such incurrence, assumption or
sufferance, after giving effect to such Lien, the sum of outstanding Debt
secured by such Liens (not including Permitted Liens) plus all Attributable Debt
in respect of Sale and Lease-Back Transactions entered into (not including Sale
and Lease-Back Transactions expressly permitted under Section 10.08(a) below),
measured, in each case, at the time the Lien is incurred, does not exceed 15% of
Consolidated Net Tangible Assets.

Section 10.08.  LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

               (a)  Neither the Company nor any Restricted Subsidiary will
enter into any arrangement with any lessor (other than the Company or a
Restricted Subsidiary), providing for the lease to

<PAGE>

                                      -71-

the Company or a Restricted Subsidiary for a period of more than three years
(including renewals at the option of the lessee) of any Principal Property that
has been or is to be sold or transferred by the Company or any Restricted
Subsidiary to such lessor or to any other Person, and for which funds have been
or are to be advanced by such lessor or other Person on the security of the
leased property (a "Sale and Lease-Back Transaction"), unless either: (i) the
Company or such Restricted Subsidiary would be entitled, pursuant to the
provisions described in clauses (a) through (o) of the definition of "Permitted
Liens" to create, assume or suffer to exist a Lien on the property to be leased
without equally and ratably securing the Securities, or (ii) an amount equal to
(A) the greater of the net cash proceeds of such sale or the fair market value
of such property (in the opinion of the Board of Directors) less (B) the fair
market value (in the opinion of the Board of Directors) of any noncash proceeds
of the sale of such property (provided such noncash proceeds constitute
"Principal Property," acquired on the date the property sold in the Sale and
Lease-Back Transaction was acquired by the Company or any of its Restricted
Subsidiaries), is applied within 180 days to the retirement or other discharge
of the Securities or Pari Passu Debt.

               (b)  Notwithstanding the foregoing, the Company or any
Restricted Subsidiary may enter into Sale and Lease-Back Transactions not
otherwise permitted as described above, provided that at the time of entering
into such Sale and Lease-Back Transaction, after giving effect to such Sale and
Lease-Back Transaction, the sum of outstanding Debt secured by such Liens (not
including Permitted Liens) plus all Attributable Debt in respect of Sale and
Lease-Back Transactions entered into (not including Sale and Lease-Back
Transactions permitted under Section 10.08(a)), measured, in each case, at the
time any such Sale and Lease-Back Transaction is entered into, does not exceed
15% of Consolidated Net Tangible Assets.

Section 10.09. RULE 144A INFORMATION REQUIREMENTS.

               So long as any of the Initial Securities remain outstanding, the
Company shall furnish, within a reasonable amount of time, to the Holders or
beneficial owners of Initial Securities and to prospective purchasers of the
Initial Securities the information required by Rule 144A(d)(4) under the
Securities Act, upon their written request, until such time as the Company has
either exchanged the Initial Securities for the Exchange Securities or until
such time as the Holders thereof have disposed of such Initial Securities
pursuant to an effective shelf registration statement under the Securities Act.
The Company shall also furnish such information during the pendency of any
suspension of effectiveness of the shelf registration statement.

Section 10.10. STATEMENT BY OFFICERS AS TO DEFAULT.

               (a) The Company will deliver to the Trustee, on or before a date
not more than 120 days after the end of each fiscal year of the Company ending
after the date hereof, a written statement signed by two executive officers of
the Company, one of whom shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, as to
compliance herewith, including whether or not, after a review of the activities
of the Company during such year and of the Company's performance under this
Indenture, to the best knowledge, based on such review, of the signer thereof,
the Company has fulfilled all of their respective obligations and are in
compliance

<PAGE>

                                      -72-

with all conditions and covenants under this Indenture throughout such year and,
if there has been a Default specifying each Default and the nature and status
thereof and any actions being taken by the Company with respect thereto.

               (b)  When any Default or Event of Default has occurred and is
continuing, the Company shall deliver notice to the Trustee promptly upon
becoming aware of any Default or Event of Default, by registered or certified
mail or facsimile transmission followed by an originally executed copy of an
Officers' Certificate specifying such Default or Event of Default, the status
thereof and what actions the Company is taking or proposes to take with respect
thereto.

Section 10.11. REPORTS BY COMPANY.

               The Company shall:

               (a)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, 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 Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of said Sections, then it shall (i) deliver to
     the Trustee annual audited financial statements of the Company and its
     Subsidiaries, prepared on a Consolidated basis in conformity with GAAP,
     within 120 days after the end of each fiscal year of the Company, and (ii)
     file with the Trustee and, to the extent permitted by law, the Commission,
     in accordance with the rules and regulations prescribed from time to time
     by the Commission, such of the supplementary and periodic information,
     documents and reports which may be required pursuant to Section 13 or
     Section 15(d) of the Exchange Act in respect of a security listed and
     registered on a national securities exchange as may be prescribed from time
     to time in such rules and regulations;

               (b)  file with the Trustee and the Commission, in accordance
     with the rules and regulations prescribed from time to time by the
     Commission, such additional information, documents and reports with respect
     to compliance by the Company with the conditions and covenants of this
     Indenture as are required from time to time by such rules and regulations
     (including such information, documents and reports referred to in Trust
     Indenture Act Section 314(a)); and

               (c)  within the time period allowed for filings with the
     Trustee, transmit by mail to all Holders in the manner and to the extent
     provided in Trust Indenture Act Section 313(c), such summaries of any
     information, documents and reports required to be filed by the Company
     pursuant to subsections (a) and (b) of this Section as are required by
     rules and regulations prescribed from time to time by the Commission.


<PAGE>

                                      -73-

Section 10.12. WAIVER OF CERTAIN COVENANTS.

               The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 10.06 through 10.11, if, before
or after the time for such compliance, the Holders of not less than a majority
in aggregate principal amount of the Securities at the time Outstanding shall,
by Act (which for purposes of this Section 10.12 includes transmissions across
the internet) of such Holders, waive such compliance in such instance with such
covenant or provision, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

                                   ARTICLE XI

               REDEMPTION AND MANDATORY DISPOSITION OF SECURITIES

Section 11.01. RIGHTS OF REDEMPTION.

               The Securities are subject to redemption at any time, at the
option of the Company, in whole but not in part, at a Redemption Price equal to
100% of the principal amount thereof plus the Make-Whole Premium, together with
accrued and unpaid interest thereon, if any, to the Redemption Date (subject to
the right of Holders of record on relevant Regular Record Dates and Special
Record Dates to receive interest due on relevant Interest Payment Dates and
Special Payment Dates).

Section 11.02. APPLICABILITY OF ARTICLE.

               Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article XI.

Section 11.03. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

               The election of the Company to redeem any Securities pursuant to
Section 11.01 shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date,
Redemption Price and of the principal amount of Securities to be redeemed.

Section 11.04. SECURITIES TO BE REDEEMED IN PART.

               For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part in accordance
with Section 11.10, to the portion of the principal amount of such Security
which has been or is to be redeemed.

<PAGE>

                                      -74-

Section 11.05. NOTICE OF REDEMPTION.

               Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

               All notices of redemption shall state:

               (a)  the Redemption Date;

               (b)  the Redemption Price;

               (c)  if less than all Outstanding Securities are to be redeemed
in accordance with Section 11.10, the identification of the particular
Securities to be redeemed;

               (d)  in the case of a Security to be redeemed in part in
accordance with Section 11.10, the principal amount of such Security to be
redeemed and that after the Redemption Date upon surrender of such Security, new
Security or Securities in the aggregate principal amount equal to the unredeemed
portion thereof will be issued;

               (e)  that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

               (f)  that on the Redemption Date the Redemption Price will
become due and payable upon each such Security or portion thereof to be
redeemed, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said date;

               (g)  the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 10.02 where such Securities are to be
surrendered for payment of the Redemption Price;

               (h)  the CUSIP number, if any, relating to such Securities; and

               (i)  the procedures that a Holder must follow to surrender the
Securities to be redeemed.

               Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's written
request, by the Trustee in the name and at the expense of the Company. If the
Company elects to give notice of redemption, it shall provide the Trustee with a
certificate stating that such notice has been given in compliance with the
requirements of this Section 11.05.

               The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a

<PAGE>

                                      -75-

whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

Section 11.06. DEPOSIT OF REDEMPTION PRICE.

               On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company or any of its
Affiliates is acting as Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date or Special Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date. The Paying Agent shall
promptly mail or deliver to Holders of Securities so redeemed payment in an
amount equal to the Redemption Price of the Securities purchased from each such
Holder. All money, if any, earned on funds held in trust by the Trustee or any
Paying Agent shall be remitted to the Company. For purposes of this Section
11.06, the Company shall choose a Paying Agent which shall not be the Company.

Section 11.07. SECURITIES PAYABLE ON REDEMPTION DATE.

               Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Holders will be
required to surrender the Securities to be redeemed to the Paying Agent at the
address specified in the notice of redemption at least one Business Day prior to
the Redemption Date. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price together with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such on the relevant
Regular Record Dates and Special Record Dates according to the terms and the
provisions of Section 3.09.

               If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

Section 11.08. SECURITIES REDEEMED OR PURCHASED IN PART.

               Any Security which is to be redeemed or purchased only in part in
accordance with Section 11.10 shall be surrendered to the Paying Agent at the
office or agency maintained for such purpose pursuant to Section 10.02 (with, if
the Company, the Security Registrar or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company, the
Security Registrar or the Trustee, as the case may be, duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities, of
any authorized denomination as requested by such Holder in aggregate principal
amount

<PAGE>

                                      -76-

equal to, and in exchange for, the unredeemed portion of the principal of the
Security so surrendered that is not redeemed or purchased.

Section 11.09. MANDATORY DISPOSITION PURSUANT TO GAMING LAWS.

               Each Holder, by accepting a Security, shall be deemed to have
agreed that if the gaming authority of any jurisdiction in which the Company or
any of its subsidiaries conducts or proposes to conduct gaming requires that a
Person who is a Holder or the beneficial owner of Securities be licensed,
qualified or found suitable under applicable gaming laws, such Holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such Person
fails to apply or become licensed or qualified or is found unsuitable, the
Company shall have the right, at its option:

               (a)  to require such Person to dispose of its Securities or
          beneficial interest therein within 30 days of receipt of notice of the
          Company's election or such earlier date as may be requested or
          prescribed by such gaming authority, or

               (b)  to redeem such Securities at a Redemption Price equal to
          the lesser of (i) such Person's cost or (ii) 100% of the principal
          amount thereof, plus accrued and unpaid interest thereon, if any, to
          the earlier of the Redemption Date or the date of the finding of
          unsuitability, which may be less than 30 days following the notice of
          redemption if so requested or prescribed by the applicable gaming
          authority.

               The Company shall notify the Trustee in writing of any such
redemption as soon as practicable. The Company shall not be responsible for any
costs or expenses any Holder or beneficial owner may incur in connection with
its application for a license, qualification or a finding or suitability.

Section 11.10. REDEMPTION PROCEDURES.

               Other than as specifically provided in Section 11.10, any
redemption pursuant to Section 11.09 shall be made pursuant to the provisions of
Sections 11.01 through 11.08 hereof, unless the context otherwise requires.

                                   ARTICLE XII

                                  SUBORDINATION

Section 12.01. SECURITIES SUBORDINATE TO SENIOR DEBT.

               The Company covenants and agrees, and each Holder of a Security,
by its acceptance thereof, likewise covenants and agrees, for the benefit of the
holders, from time to time, of Senior Debt that, to the extent and in the manner
hereinafter set forth in this Article, the Debt represented by the Securities
and the payment of the principal of (and premium, if any) and interest on each
and all

<PAGE>

                                      -77-

of the Securities are hereby expressly made subordinate and subject in right of
payment as provided in this Article to the prior payment in full in cash or cash
equivalents of all Senior Debt; provided, however, that the Securities, the Debt
represented thereby and the payment of the principal of (and premium, if any)
and interest on the Securities in all respects shall rank equally with, or prior
to, all existing and future senior subordinated indebtedness (including, without
limitation, Debt) of the Company that is subordinated to Senior Debt.

Section 12.02. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

               In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relating to the Company or to its
assets, or (b) any liquidation, dissolution or other winding-up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or other
marshaling of assets or liabilities of the Company (except in connection with
the consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety upon the terms and conditions described under
Article VIII), then and in any event:

               (i)  the holders of Senior Debt will be entitled to receive
          payment in full in cash or Cash Equivalents of all Senior Debt
          (including interest after the commencement of any bankruptcy,
          insolvency or similar proceeding at the rate specified in the
          applicable Senior Debt, whether or not such interest is an allowed
          claim in any such proceeding), or provision shall be made for such
          payment in full, before the Holders of Securities will be entitled to
          receive any payment or distribution of any kind or character (other
          than any payment made pursuant to Article IV from monies or U.S.
          Government Obligations previously deposited with the Trustee) on
          account of principal of, or premium, if any, or interest on the
          Securities; and

               (ii) any payment or distribution of assets of the Company of any
          kind or character, whether in cash, property or securities (other than
          payments made pursuant to Article IV from monies or U.S. Government
          Obligations previously deposited with the Trustee), by set-off or
          otherwise, to which the Holders of the Securities or the Trustee would
          be entitled but for the provisions of this Indenture shall be paid by
          the liquidating trustee or agent or other Person making such payment
          or distribution, whether a trustee in bankruptcy, a receiver or
          liquidating trustee or otherwise, directly to the holders of Senior
          Debt or their representative or representatives ratably according to
          the aggregate amounts remaining unpaid on account of the Senior Debt
          to the extent necessary to make payment in full of all Senior Debt
          remaining unpaid, after giving effect to any concurrent payment or
          distribution to the holders of such Senior Debt.

               The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article VIII shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the

<PAGE>


                                      -78-

purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer
or lease such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions set forth in Article VIII.

Section 12.03. SUSPENSION OF PAYMENT WHEN DESIGNATED SENIOR DEBT IN DEFAULT.

               (a)  Upon the occurrence and continuance beyond the applicable
grace period of a Payment Default, no payment or distribution of any assets of
the Company of any kind or character, whether in cash, property or securities
(other than payments made pursuant to Article IV from monies or U.S. Government
Obligations previously deposited with the Trustee), may be made by or on behalf
of the Company on account of principal of, premium, if any, or interest on the
Securities or on account of the purchase, redemption or other acquisition of
Securities until such Payment Default shall have been cured or waived in writing
from any representative of a holder of Designated Senior Debt or shall have
ceased to exist or such Designated Senior Debt shall have been discharged or
paid in full in cash or cash equivalents, after which the Company shall resume
making any and all required payments in respect of the Securities, including any
missed payments.

               (b)  Unless Section 12.02 shall be applicable upon (i) the
occurrence of a Non-Payment Default or (ii) receipt by the Trustee of written
notice thereof from the Company or any representative of a holder of Designated
Senior Debt (a "Payment Blockage Notice"), then no payment or distribution of
any assets of the Company of any kind or character, whether in cash, property or
securities (other than payments made pursuant to Article IV from monies or U.S.
Government Obligations previously deposited with the Trustee), may be made by or
on behalf of the Company on account of principal of, premium, if any, or
interest on the Securities or on account of the purchase, redemption or other
acquisition of Securities for a period (a "Payment Blockage Period") commencing
on the date of receipt by the Trustee of a Payment Blockage Notice and shall end
on the earliest of (i) 179 days thereafter (PROVIDED that any Designated Senior
Debt as to which notice was given shall not theretofore have been accelerated,
in which case the provisions of paragraph (a) shall apply), (ii) the date on
which such Non-Payment Default is cured, waived or ceases to exist or such
Designated Senior Debt is discharged or paid in full in cash or Cash Equivalents
or (iii) the date on which such Payment Blockage Period shall have been
terminated by written notice to the Trustee or the Company from such
representative initiating such Payment Blockage Period, after which the Company
will resume making any and all required payments in respect of the Securities,
including any missed payments. In any event, no new Payment Blockage Notice may
be delivered unless and until 360 days have elapsed since the effectiveness of
the immediately prior Payment Blockage Notice. No Non-Payment Default that
existed or was continuing on the date of the delivery of any Payment Blockage
Notice to the Trustee shall be, or can be made, the basis for the commencement
of a subsequent Payment Blockage Notice, unless such default has been cured or
waived for a period of not less than 180 consecutive days subsequent to the
commencement of such initial Payment Blockage Period.

               In the event that, notwithstanding the foregoing and the
provisions of Section 12.02, any payments or distribution shall be made to the
Trustee which is prohibited by the foregoing provisions of this Section and the
provisions of Section 12.02, then and in such event such payment shall

<PAGE>

                                      -79-

be paid over and delivered forthwith by the Trustee to any representative of
holders of Designated Senior Debt, as their interests may appear, for
application to Designated Senior Debt.

Section 12.04. PAYMENT PERMITTED IF NO DEFAULT.

               Nothing contained in this Article or elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Company referred to in Section 12.02 or under the conditions
described in Section 12.03, from making payments at any time of principal of,
and premium, if any, or interest on the Securities.

Section 12.05. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

               Subject to the payment in full of all Senior Debt, the Holders of
the Securities shall be subrogated (equally and ratably with the holders of all
Pari Passu Debt of the Company) to the rights of the holders of such Senior Debt
to receive payments and distributions of cash, property and securities
applicable to the Senior Debt to the extent that distributions otherwise payable
to the holders of the Securities have been applied to the payment of Senior
Debt. For purposes of such subrogation, no payments or distributions to the
holders of Senior Debt of any cash, property or securities to which the Holders
of the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Debt by Holders of the Securities or on their behalf or by
the Trustee, shall, as among the Company, its creditors other than holders of
Senior Debt, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt; it being
understood that the provisions of this Article are intended solely for the
purpose of determining the relative rights of the Holders of Securities, on the
one hand, and the holders of Senior Debt, on the other hand.

Section 12.06. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

               The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders on the one hand and
the holders of Senior Debt on the other hand. Nothing contained in this Article
or elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as between the Company and the Holders, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders the principal of, and
premium, if any, and interest on the Securities as and when the same shall
become due and payable in accordance with their terms; or (b) affect the
relative rights against the Company of the Holders and creditors of the Company
other than the holders of Senior Debt; or (c) prevent the Trustee or any Holder
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Debt.

<PAGE>

                                      -80-

Section 12.07. TRUSTEE TO EFFECTUATE SUBORDINATION.

               Each Holder of a Security by its acceptance thereof authorizes
and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 12.08. NO WAIVER OF SUBORDINATION PROVISIONS.

               (a)  No right of any present or future holder of any Senior
Debt to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

               (b)  Without in any way limiting the generality of paragraph
(a) of this Section, the holders of Senior Debt may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders to the holders of Senior Debt, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Senior Debt or any instrument evidencing the same or any
agreement under which Senior Debt is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (iii) release any Person liable in any manner for the collection of
Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Company and any other Person.

Section 12.09. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

               Whenever a distribution is to be made or a notice given to
holders of Senior Debt, the distribution may be made and the notice given to the
applicable trustee, agent or representative for the holders of such Senior Debt
(a "Representative").

               Upon any payment or distribution of assets of the Company
referred to in this Article XII, the Trustee and the Holders shall be entitled
to rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Debt of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other acts pertinent thereto or to this Article XII.

               The Company must promptly notify holders of Senior Debt if
payment of the Securities is accelerated because of an Event of Default.

<PAGE>


                                      -81-


Section 12.10. NOTICE TO TRUSTEE.

               (a)  The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company, a holder of Senior Debt or from any trustee, fiduciary
or agent therefor; and, prior to the receipt of any such written notice, the
Trustee, subject to Sections 315(a) through 315(d) of the Trust Indenture Act,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that, if the Trustee shall not have received the notice provided for in
this Section at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, and premium, if any, or interest on
any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may be received by it within three
Business Days prior to such date.

               (b)  Subject to Sections 315(a) through 315(d) of the Trust
Indenture Act, the Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing itself to be a holder of Senior Debt (or
a trustee, fiduciary or agent therefor) to establish that such notice has been
given by a holder of Senior Debt (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

Section 12.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

               Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to Sections 315(a) through
315(d) of the Trust Indenture Act, and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Debt and
other Debt of the Company, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article; provided

<PAGE>

                                      -82-

that such court, trustee, receiver, custodian, assignee, agent or other Person
has been apprised of, or the order, decree or certificate makes reference to,
the provisions of this Article.

Section 12.12. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR DEBT; PRESERVATION OF
               TRUSTEE'S RIGHTS.

               The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article with respect to any Senior Debt which may
at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

Section 12.13. ARTICLE APPLICABLE TO PAYING AGENTS.

               In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 12.12 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 12.14. NO SUSPENSION OF REMEDIES.

               If the Company fails to make any payments on the Securities when
due or within any applicable grace period, whether or not on account of the
subordination provisions referred to in this Article XII, such failure would
constitute an Event of Default under this Indenture and would enable the Holders
of the Securities to accelerate the maturity thereof pursuant to Article V.
Nothing contained in this Article shall limit the right of the Trustee or the
Holders of Securities to take any action to accelerate the maturity of the
Securities pursuant to Article V or to pursue any rights or remedies hereunder
or under applicable law, except as provided in Article V.

Section 12.15. TRUST MONEYS NOT SUBORDINATED.

               Notwithstanding anything contained herein to the contrary,
payments from cash or the proceeds of U.S. Government Securities held in trust
under Article IV hereof by the Trustee (or other qualifying trustee) and which
were deposited in accordance with the terms of Article IV hereof and not in
violation of Section 12.03 hereof for the payment of principal of (and premium,
if any) and interest on the Securities shall not be subordinated to the prior
payment of any Senior Debt or subject to the restrictions set forth in this
Article XII, and none of the Holders shall be obligated to pay over any such
amount to the Company or any holder of Senior Debt or any other creditor of the
Company.

Section 12.16. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

               The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall mistakenly, in the absence of

<PAGE>

                                      -83-

gross negligence or willful misconduct, pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this Article
or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes
to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Debt shall be read into this Indenture against
the Trustee.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

Section 13.01. SATISFACTION AND DISCHARGE OF INDENTURE.

               This Indenture shall be discharged and shall cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities as expressly provided for herein) as to all Outstanding
Securities hereunder, and the Trustee, upon Company Request and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (a)  either

               (i)  all the Securities theretofore authenticated and delivered
     (other than (A) lost, stolen or destroyed Securities which have been
     replaced or paid as provided in Section 3.08 or (B) all Securities whose
     payment has theretofore been deposited in trust or segregated and held in
     trust by the Company and thereafter repaid to the Company or discharged
     from such trust as provided in Section 10.03) have been delivered to the
     Trustee for cancellation; or

               (ii) all such Securities not theretofore delivered to the
     Trustee for cancellation (A) have become due and payable, (B) will become
     due and payable at their Stated Maturity within one year or (C) are to be
     called for redemption within one year under arrangements reasonably
     satisfactory to the Trustee for the giving of notice of redemption by the
     Trustee in the name, and at the expense, of the Company; and the Company
     has irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust an amount in United States dollars sufficient to pay
     and discharge the entire Debt on the Securities not theretofore delivered
     to the Trustee for cancellation, including the principal of, premium, if
     any, and accrued interest on, such Securities at such Maturity, Stated
     Maturity or Redemption Date;

               (b)  the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

               (c)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel, in form and substance
reasonably satisfactory to the Trustee, each stating that (A) all conditions
precedent herein relating to the satisfaction and discharge hereof have been
complied with and (B) such satisfaction and discharge will not result in a
breach or violation of, or

<PAGE>

                                      -84-

constitute a default under, this Indenture or any other material agreement or
instrument to which the Company or any Subsidiary is a party or by which the
Company or any Subsidiary is bound.

               Notwithstanding the satisfaction and discharge hereof, the
obligations of the Company to the Trustee under Section 6.06 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of subsection (a) of this Section 13.01, the obligations of the Trustee
under Section 12.02 and the last paragraph of Section 10.03 shall survive.

                                      * * *


<PAGE>


                                      -85-


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

                                  PARK PLACE ENTERTAINMENT
                                    CORPORATION

                                  By: /s/ Scott A. LaPorta
                                      ---------------------------------
                                      Name:  Scott A. LaPorta
                                      Title: Executive Vice President and
                                             Chief Financial Officer

                                  Attest: /s/ Wes Allison
                                         ------------------------------
                                      Name:  Wes Allison
                                      Title: Vice President-Finance and
                                             Controller

                                  NORWEST BANK MINNESOTA, N.A., as Trustee

                                  By:  /s/ Timothy P. Mowdy
                                      ---------------------------------
                                      Name:  Timothy P. Mowdy
                                      Title: Corporate Trust Officer


<PAGE>

                                                                       EXHIBIT A

                     RESTRICTED SECURITIES CERTIFICATE

           (For transfers pursuant to Section 3.07(a)(i) of the Indenture)

Norwest Bank Minnesota, N.A.
Sixth and Marquette
MAC N9303-120
Minneapolis, MN 55479

           Re:      9 3/8% SENIOR SUBORDINATED NOTES DUE 2007
                    OF PARK PLACE ENTERTAINMENT CORPORATION (THE "SECURITIES")

               Reference is made to the Indenture, dated as of February 22, 2000
(the "Indenture"), among Park Place Entertainment Corporation (the "Company")
and Norwest Bank Minnesota, N.A., as Trustee. Terms used herein and defined in
the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

               This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                    CUSIP No(s). 700690AF7

                    CERTIFICATE No(s). _____________________

               The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

               The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

               (a)  RULE 144A TRANSFERS. If the transfer is being effected in
accordance with Rule 144A:

               (i)  the Specified Securities are being transferred to a person
     that the Owner and any person acting on its behalf reasonably believe is a
     "qualified institutional buyer" within

                                      A-1

<PAGE>


     the meaning of Rule 144A, acquiring for its own account or for the account
     of a qualified institutional buyer; and

               (ii) the Owner and any person acting on its behalf have taken
     reasonable steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer; and

               (b)  RULE 144 TRANSFERS. If the transfer is being effected
pursuant to Rule 144:

               (i)  the transfer is occurring after a holding period of at least
     one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (ii) the transfer is occurring after a holding period of at least
     two years has elapsed since the Specified Securities were last acquired
     from the Company or from an affiliate of the Company, whichever is later,
     and the Owner is not, and during the preceding three months has not been,
     an affiliate of the Company.

               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
      ----------------------------
                                       (Print the name of the Undersigned, as
                                       such term is defined in the second
                                       paragraph of this certificate.)

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

                                       (If the Undersigned is a corporation,
                                       partnership or fiduciary, the title of
                                       the person signing on behalf of the
                                       Undersigned must be stated.)



                                      A-2

<PAGE>

                                                                       EXHIBIT B



                       UNRESTRICTED SECURITIES CERTIFICATE

     (For removal of Securities Act Legends pursuant to Section 3.07(b))

Norwest Bank Minnesota, N.A.
Sixth and Marquette
MAC N9303-120
Minneapolis, MN 55479

          Re:      9 3/8% SENIOR SUBORDINATED NOTES DUE 2007
                   OF PARK PLACE ENTERTAINMENT CORPORATION (THE "SECURITIES")

               Reference is made to the Indenture, dated as of February 22,
2000, among Park Place Entertainment Corporation (the "Company") and Norwest
Bank Minnesota, N.A., as Trustee. Terms used herein and defined in the Indenture
or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are
used herein as so defined.

               This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

               CUSIP No(s). ___________________________

               CERTIFICATE No(s). _____________________

               The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

               The Owner has requested that the Specified Securities be
exchanged for Securities bearing no Private Placement Legend pursuant to Section
3.07(b) of the Indenture. In connection with such exchange, the Owner hereby
certifies that the exchange is occurring after a holding period of at least two
years (computed in accordance with paragraph (d) of Rule 144) has elapsed since
the Specified Securities were last acquired from the Company or from an
affiliate of the Company, whichever is later, and the Owner is not, and during
the preceding three months has not been, an affiliate of the Company. The Owner
also acknowledges that any future transfers of the Specified Securities must
comply with all applicable securities laws of the states of the United States
and other jurisdictions.

                                      B-1

<PAGE>


               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
      -----------------------
                                 (Print the name of the Undersigned, as such
                                 term is defined in the second paragraph of
                                 this certificate.)

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

                                 (If the Undersigned is a corporation,
                                 partnership or fiduciary, the title of the
                                 person signing on behalf of the Undersigned
                                 must be stated.)


                                      B-2

<PAGE>

                                                                   APPENDIX I

                             FORM OF TRANSFER NOTICE

               FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
                                  ---------------------------------------------

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

--------------------------------------------------------------------------------
   (Please print or typewrite name and address including zip code of assignee)

--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing

--------------------------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

           THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES
             FOR 9 3/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2007

               In connection with any transfer of this Security occurring prior
to the date which is the earlier of the date of an effective Registration
Statement or the date this Security is exchanged for a Series B Security in
connection with an effective Registration Statement, the undersigned confirms
that without utilizing any general solicitation or general advertising that:

                                   [Check One]

[    ]   (a)    this Security is being transferred in compliance with the
                exemption from registration under the Securities Act of 1933,
                as amended, provided by Rule 144A thereunder.

or

[    ]    (b)    this Security is being transferred other than in accordance
                 with (a) above and documents are being furnished which comply
                 with the conditions of transfer set forth in this Security and
                 the Indenture.

                                      I-1

<PAGE>



If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.07 of the Indenture
shall have been satisfied.

Date:
    ---------------------   -------------------------------------------------
                            NOTICE: The signature to this assignment must
                            correspond with the name as written upon the face of
                            the within-mentioned instrument in every particular,
                            without alteration or any change whatsoever.


Signature Guarantee:
                    ------------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                  TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

               The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.

Dated:
         --------------------------------------------------
         NOTICE:  To be executed by an authorized signatory

                                      I-2


<PAGE>

                                                                 APPENDIX II


                         FORM OF TRANSFEREE CERTIFICATE

I or we assign and transfer this Security to:

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

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

--------------------------------------------------------------------------------
Please insert social security or other identifying number of assignee

--------------------------------------------------------------------------------
Print or type name, address and zip code of assignee and irrevocably appoint

___________________________________________________________________________ as
Agent, to transfer this Security on the books of  the Company.  The Agent may
substitute another to act for him.

Dated                                   Signed
     ----------------                         ---------------------------------
                                              (Sign exactly as name appears on
                                              the other side of this Security)

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                      II-1