<PAGE>   1

                                                                     EXHIBIT 4.4




================================================================================





                            AMERISTAR CASINOS, INC.,


                          the GUARANTORS named herein


                                      and

                                U.S. BANK TRUST
                             NATIONAL ASSOCIATION,
                                   as Trustee


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


                                    INDENTURE

                          Dated as of February 2, 2001


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


                   10 3/4% Senior Subordinated Notes due 2009



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





================================================================================



<PAGE>   2





                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
                                                         ARTICLE 1

                                          DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions.............................................................................1
SECTION 1.02.         Other Definitions......................................................................27
SECTION 1.03.         Trust Indenture Act Definitions........................................................27
SECTION 1.04.         Rules of Construction..................................................................28

                                                         ARTICLE 2

                                                         THE NOTES

SECTION 2.01.         Form and Dating........................................................................28
SECTION 2.02.         Execution and Authentication...........................................................30
SECTION 2.03.         Registrar and Paying Agent.............................................................30
SECTION 2.04.         Paying Agent to Hold Money in Trust....................................................31
SECTION 2.05.         Holder Lists...........................................................................31
SECTION 2.06.         Transfer and Exchange..................................................................31
SECTION 2.07.         Replacement Notes......................................................................44
SECTION 2.08.         Outstanding Notes......................................................................44
SECTION 2.09.         Treasury Notes.........................................................................45
SECTION 2.10.         Temporary Notes........................................................................45
SECTION 2.11.         Cancellation...........................................................................45
SECTION 2.12.         Defaulted Interest.....................................................................46
SECTION 2.13.         CUSIP Numbers..........................................................................46

                                                         ARTICLE 3

                                                 REDEMPTION AND PREPAYMENT

SECTION 3.01.         Notices to Trustee.....................................................................46
SECTION 3.02.         Selection of Notes to Be Redeemed......................................................47
SECTION 3.03.         Notice of Redemption...................................................................47
SECTION 3.04.         Effect of Notice of Redemption.........................................................48
SECTION 3.05.         Deposit of Redemption Price............................................................48
SECTION 3.06.         Notes Redeemed in Part.................................................................49
SECTION 3.07.         Optional Redemption....................................................................49
SECTION 3.08.         Mandatory Redemption...................................................................49
SECTION 3.09.         Offer to Purchase by Application of Net Proceeds Offer Amount..........................49
SECTION 3.10.         Redemption Based upon Gaming Laws......................................................52

</TABLE>


                                      -i-


<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
                                                         ARTICLE 4

                                                         COVENANTS

SECTION 4.01.         Payment of Notes.......................................................................53
SECTION 4.02.         Maintenance of Office or Agency........................................................53
SECTION 4.03.         Reports to Holders.....................................................................54
SECTION 4.04.         Compliance Certificate.................................................................54
SECTION 4.05.         Payment of Taxes.......................................................................55
SECTION 4.06.         Stay, Extension and Usury Laws.........................................................55
SECTION 4.07.         Limitation on Restricted Payments......................................................55
SECTION 4.08.         Limitation on Dividend and Other Payment Restrictions Affecting
                          Restricted Subsidiaries............................................................58
SECTION 4.09.         Limitation on Incurrence of Additional Indebtedness....................................59
SECTION 4.10.         Limitation on Asset Sales..............................................................59
SECTION 4.11.         Limitation on Transactions with Affiliates.............................................62
SECTION 4.12.         Limitation on Liens....................................................................63
SECTION 4.13.         Conduct of Business....................................................................64
SECTION 4.14.         Corporate Existence....................................................................64
SECTION 4.15.         Offer to Repurchase upon Change of Control.............................................64
SECTION 4.16.         Prohibition on Incurrence of Senior Subordinated Debt..................................66
SECTION 4.17.         Additional Subsidiary Guarantees.......................................................66
SECTION 4.18.         Limitation on Preferred Stock of Restricted Subsidiaries...............................67
SECTION 4.19.         Gaming Approvals.......................................................................67

                                                         ARTICLE 5

                                                         SUCCESSORS

SECTION 5.01.         Merger, Consolidation and Sale of Assets...............................................67
SECTION 5.02.         Successor Corporation Substituted......................................................69

                                                         ARTICLE 6

                                                  DEFAULTS AND REMEDIES

SECTION 6.01.         Events of Default......................................................................69
SECTION 6.02.         Acceleration...........................................................................71
SECTION 6.03.         Other Remedies.........................................................................72
SECTION 6.04.         Waiver of Past Defaults................................................................72
SECTION 6.05.         Control by Majority....................................................................72
SECTION 6.06.         Limitation on Suits....................................................................73
SECTION 6.07.         Rights of Holders of Notes to Receive Payment..........................................73
SECTION 6.08.         Collection Suit by Trustee.............................................................73
SECTION 6.09.         Trustee May File Proofs of Claim.......................................................73
SECTION 6.10.         Priorities.............................................................................74
SECTION 6.11.         Undertaking for Costs..................................................................74
SECTION 6.12.         Restoration of Rights and Remedies.....................................................75
</TABLE>


                                      -ii-


<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>

                                                         ARTICLE 7

                                                          TRUSTEE

SECTION 7.01.         Duties of Trustee......................................................................75
SECTION 7.02.         Rights of Trustee......................................................................76
SECTION 7.03.         Individual Rights of Trustee...........................................................77
SECTION 7.04.         Trustee's Disclaimer...................................................................77
SECTION 7.05.         Notice of Defaults.....................................................................77
SECTION 7.06.         Reports by Trustee to Holders of the Notes.............................................77
SECTION 7.07.         Compensation and Indemnity.............................................................78
SECTION 7.08.         Replacement of Trustee.................................................................79
SECTION 7.09.         Successor Trustee by Merger, etc.......................................................80
SECTION 7.10.         Eligibility; Disqualification..........................................................80
SECTION 7.11.         Preferential Collection of Claims Against Company......................................80
SECTION 7.12.         Trustee Obligations to Holders of Senior Debt..........................................80

                                                         ARTICLE 8

                                          LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.         Option to Effect Legal Defeasance or Covenant Defeasance...............................81
SECTION 8.02.         Legal Defeasance and Discharge.........................................................81
SECTION 8.03.         Covenant Defeasance....................................................................81
SECTION 8.04.         Conditions to Legal or Covenant Defeasance.............................................82
SECTION 8.05.         Deposited Money and Government Securities to Be Held in Trust; Other
                          Miscellaneous Provisions...........................................................84
SECTION 8.06.         Satisfaction and Discharge.............................................................84
SECTION 8.07.         Repayment to Company...................................................................85
SECTION 8.08.         Reinstatement..........................................................................85
SECTION 8.09.         Survival...............................................................................85

                                                         ARTICLE 9

                                             AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.         Without Consent of Holders of Notes....................................................86
SECTION 9.02.         With Consent of Holders of Notes.......................................................86
SECTION 9.03.         Compliance with Trust Indenture Act....................................................88
SECTION 9.04.         Revocation and Effect of Consents......................................................88
SECTION 9.05.         Notation on or Exchange of Notes.......................................................89
SECTION 9.06.         Trustee to Sign Amendments, etc........................................................89

                                                         ARTICLE 10

                                                        SUBORDINATION

SECTION 10.01.        Securities Subordinated to Senior Debt.................................................89
</TABLE>


                                      -iii-


<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>

SECTION 10.02.        Suspension of Payment When Senior Debt Is in Default...................................90
SECTION 10.03.        Obligations Subordinated to Prior Payment of All Senior Debt on
                          Dissolution, Liquidation or Reorganization of Company..............................91
SECTION 10.04.        Payments May Be Paid Prior to Dissolution..............................................92
SECTION 10.05.        Holders To Be Subrogated to Rights of Holders of Senior Debt...........................92
SECTION 10.06.        Obligations of the Company Unconditional...............................................93
SECTION 10.07.        Reliance on Judicial Order or Certificate of Liquidating Agent.........................93
SECTION 10.08.        Subordination Rights Not Impaired by Acts or Omissions of the Company
                          or Holders of Senior Debt..........................................................94
SECTION 10.09.        Holders Authorize Trustee To Effectuate Subordination of Obligations...................94
SECTION 10.10.        This Article 10 Not To Prevent Events of Default.......................................95
SECTION 10.11.        Amendments or Modifications to Article 10..............................................95
SECTION 10.12.        Acceleration of Notes..................................................................95
SECTION 10.13.        Rights of Trustee and Paying Agent.....................................................95

                                                         ARTICLE 11

                                                         GUARANTEE

SECTION 11.01.        Unconditional Guarantee................................................................96
SECTION 11.02.        Subordination of Guarantee.............................................................96
SECTION 11.03.        Severability...........................................................................97
SECTION 11.04.        Release of a Guarantor.................................................................97
SECTION 11.05.        Limitation of Guarantor's Liability....................................................97
SECTION 11.06.        Guarantors May Consolidate, etc., on Certain Terms.....................................97
SECTION 11.07.        Contribution...........................................................................98
SECTION 11.08.        Waiver of Subrogation..................................................................98
SECTION 11.09.        Evidence of Guarantee..................................................................99
SECTION 11.10.        Waiver of Stay, Extension or Usury Laws................................................99

                                                         ARTICLE 12

                                           SUBORDINATION OF GUARANTEE OBLIGATIONS

SECTION 12.01.        Guarantee Obligations Subordinated to Guarantor Senior Debt............................99
SECTION 12.02.        Suspension of Guarantee Obligations When Guarantor Senior Debt Is in
                          Default...........................................................................100
SECTION 12.03.        Guarantee Obligations Subordinated to Prior Payment of All Guarantor
                          Senior Debt on Dissolution, Liquidation or Reorganization of Such
                          Guarantor.........................................................................101
SECTION 12.04.        Payments May Be Paid Prior to Dissolution.............................................102
SECTION 12.05.        Holders To Be Subrogated to Rights of Holders of Guarantor Senior Debt................102
SECTION 12.06.        Guarantee Obligations of the Guarantors Unconditional.................................102
SECTION 12.07.        Reliance on Judicial Order or Certificate of Liquidating..............................103
SECTION 12.08.        Subordination Rights Not Impaired by Acts or Omissions of the
                          Guarantors or Holders of Guarantor Senior Debt....................................103
</TABLE>


                                      -iv-


<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                   <C>                                                                                  <C>
SECTION 12.09.        Holders Authorize Trustee To Effectuate Subordination of Guarantee
                          Obligations.......................................................................104
SECTION 12.10.        This Article 12 Not To Prevent Events of Default......................................104
SECTION 12.11.        Amendments or Modifications to Article 12.............................................104
SECTION 12.12.        Acceleration of Notes.................................................................105
SECTION 12.13.        Rights of Trustee and Paying Agent....................................................105

                                                         ARTICLE 13

                                                        MISCELLANEOUS

SECTION 13.01.        Trust Indenture Act Controls..........................................................105
SECTION 13.02.        Notices...............................................................................105
SECTION 13.03.        Communication by Holders of Notes with Other Holders of Notes.........................107
SECTION 13.04.        Certificate and Opinion as to Conditions Precedent....................................107
SECTION 13.05.        Statements Required in Certificate or Opinion.........................................107
SECTION 13.06.        Rules by Trustee and Agents...........................................................108
SECTION 13.07.        No Personal Liability of Directors, Officers, Employees and
                          Stockholders......................................................................108
SECTION 13.08.        Governing Law.........................................................................108
SECTION 13.09.        No Adverse Interpretation of Other Agreements.........................................108
SECTION 13.10.        Successors............................................................................108
SECTION 13.11.        Severability..........................................................................108
SECTION 13.12.        Counterpart Originals.................................................................108
SECTION 13.13.        Table of Contents, Headings, etc......................................................109
SECTION 13.14.        Application of Gaming Regulations.....................................................109

EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E      FORM OF GUARANTEE
</TABLE>


                                      -v-


<PAGE>   7




          INDENTURE dated as of February 2, 2001 among Ameristar Casinos, Inc.,
a Nevada corporation (the "Company"), the Guarantors (as defined herein) and
U.S. Bank Trust National Association, as trustee (the "Trustee").

          The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

          "Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary of the Company or at the time
it merges or consolidates with or into the Company or any of its Restricted
Subsidiaries or assumed in connection with the acquisition of assets from such
Person and in each case not incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
of the Company or such acquisition, merger or consolidation.

          "Additional Interest" means all additional interest then owing
pursuant to the Registration Rights Agreement.

          "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing.

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

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

          "Asset Acquisition" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person or comprise any division or line of business of
such Person or any other properties or assets of such Person other than in the
ordinary course of business.




<PAGE>   8

                                      -2-


          "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company, a Guarantor or a Wholly Owned Restricted
Subsidiary of the Company of: (1) any Capital Stock of any Restricted Subsidiary
of the Company; or (2) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that asset sales or other dispositions shall not
include: (a) a transaction or series of related transactions for which the
Company or its Restricted Subsidiaries receive aggregate consideration of less
than $2.0 million; (b) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of the Company as permitted
under Section 5.01; (c) any foreclosure sale of FF&E pursuant to a FF&E
Financing; (d) any Restricted Payment permitted by Section 4.07 (other than for
purposes of the calculation of the Consolidated Fixed Charge Coverage Ratio
only, any non-cash Restricted Payment) or that constitutes a Permitted
Investment; and (e) leases or subleases of real or personal property in the
ordinary course of business on commercially reasonable terms to the extent that
the Company determines that such property is immaterial and no longer necessary
in the conduct of its business or such lease or sublease is to an operator of a
restaurant, store or other enterprise within or adjacent to a casino facility of
the Company or its Subsidiaries.

          "Bankruptcy Law" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute or any
other United States federal, state or local law or the law of any other
jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,
reorganization or relief of debtors, whether in effect on the date hereof or
hereafter.

          "Board of Directors" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

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

          "Business Day" means any day that is not a Legal Holiday.

          "Capital Stock" means:

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

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

          "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under

<PAGE>   9


                                      -3-


GAAP and, for purposes of this definition, the amount of such obligations at any
date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.

          "Cash Equivalents" means:

          (1) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2) marketable direct obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either Standard & Poor's Ratings Group
     ("S&P") or Moody's Investors Service, Inc. ("Moody's");

          (3) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4) certificates of deposit or bankers' acceptances maturing within
     one year from the date of acquisition thereof issued by any bank organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia or any U.S. branch of a foreign bank having at the
     date of acquisition thereof combined capital and surplus of not less than
     $250.0 million;

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) above entered
     into with any bank meeting the qualifications specified in clause (4)
     above; and

          (6) investments in money market funds which invest substantially all
     their assets in securities of the types described in clauses (1) through
     (5) above.

          "Change of Control" means the occurrence of one or more of the
following events:

          (1) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the Company to any Person or group of related Persons for purposes of
     Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates
     thereof (whether or not otherwise in compliance with the provisions of this
     Indenture), other than to the Permitted Holders or a Guarantor and other
     than a transaction where the holders of the Capital Stock of the Company
     immediately prior to such transaction own, directly or indirectly, not less
     than a majority of the Capital Stock of the acquiring Person;

          (2) the approval by the holders of Capital Stock of the Company of any
     plan or proposal for the liquidation or dissolution of the Company (whether
     or not otherwise in compliance with the provisions of this Indenture);


<PAGE>   10

                                      -4-

          (3) any Person or Group (other than the Permitted Holders) shall
     become the owner, directly or indirectly, beneficially or of record, of
     shares representing more than 35% of the aggregate ordinary voting power
     represented by the issued and outstanding Capital Stock of the Company and
     at such time (i) the Permitted Holders together do not beneficially own,
     directly or indirectly, a greater percentage of the aggregate ordinary
     voting power of the Capital Stock of the Company than is beneficially owned
     by such other Person or Group and (ii) the Permitted Holders do not have
     the right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the Board of Directors of the Company;
     or

          (4) the replacement of a majority of the Board of Directors of the
     Company over a two-year period from the directors who constituted the Board
     of Directors of the Company at the beginning of such period, and such
     replacement shall not have been approved by a vote of at least a majority
     of the Board of Directors of the Company then still in office who either
     were members of such Board of Directors at the beginning of such period or
     whose election as a member of such Board of Directors was previously so
     approved.

          "Clearstream" means Clearstream Banking, S.A.

          "Commission" means the Securities and Exchange Commission or any
successor agency.

          "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

          "Company" means Ameristar Casinos, Inc. and any and all successors
thereto that become a party this Indenture in accordance with its terms.

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

          (1) Consolidated Net Income; and

          (2) to the extent Consolidated Net Income has been reduced thereby:

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

               (b) Consolidated Interest Expense;

               (c) all preopening expenses of such Person and its Restricted
          Subsidiaries paid or accrued in accordance with GAAP;


<PAGE>   11

                                      -5-

               (d) Consolidated Non-cash Charges less any non-cash items
          increasing Consolidated Net Income for such period, all as determined
          on a consolidated basis for such Person and its Restricted
          Subsidiaries in accordance with GAAP; and

               (e) development costs associated with the Company's unsuccessful
          bid for a gaming license in Lemay, Missouri and the costs of Missouri
          investigations and fines in each case paid or accrued prior to the
          Issue Date in accordance with GAAP.

          "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "Transaction
Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

          (1) the incurrence or repayment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries (and the application of the proceeds
     thereof) giving rise to the need to make such calculation and any
     incurrence or repayment of other Indebtedness (and the application of the
     proceeds thereof), other than the incurrence or repayment of Indebtedness
     in the ordinary course of business for working capital purposes pursuant to
     working capital facilities, occurring during the Four Quarter Period or at
     any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such incurrence or repayment, as the
     case may be (and the application of the proceeds thereof), occurred on the
     first day of the Four Quarter Period; and

          (2) any Asset Sales or Asset Acquisitions (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of the Asset Acquisition) incurring, assuming or otherwise being
     liable for Acquired Indebtedness and also including any Consolidated EBITDA
     (including any pro forma expense and cost reductions calculated on a basis
     consistent with Regulation S-X under the Exchange Act and determined
     without giving effect to clause (3) of the proviso set forth in the
     definition of Consolidated Net Income) attributable to the assets which are
     the subject of the Asset Acquisition during the Four Quarter Period)
     occurring during the Four Quarter Period or at any time subsequent to the
     last day of the Four Quarter Period and on or prior to the Transaction
     Date, as if such Asset Sale or Asset Acquisition (including the incurrence,
     assumption or liability for any such Acquired Indebtedness) occurred on the
     first day of the Four Quarter Period. If such Person or any of its
     Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
     third Person, the preceding sentence shall give effect to the incurrence of
     such guaranteed Indebtedness as if such Person or any Restricted Subsidiary
     of such Person had directly incurred or otherwise assumed such guaranteed
     Indebtedness (as determined under the definition of "Indebtedness").


<PAGE>   12

                                      -6-

          Furthermore, in calculating "Consolidated Fixed Charges" for purposes
of determining the denominator (but not the numerator) of this "Consolidated
Fixed Charge Coverage Ratio":

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date; and

          (2) notwithstanding clause (1) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Interest Swap Obligations, shall be deemed to
     accrue at the rate per annum resulting after giving effect to the operation
     of such agreements.

          "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1) Consolidated Interest Expense; plus

          (2) the product of (x) the amount of all dividend payments on any
     series of Preferred Stock of such Person and, to the extent permitted under
     this Indenture, its Restricted Subsidiaries (other than dividends paid in
     Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued
     during such period times (y) a fraction, the numerator of which is one and
     the denominator of which is one minus the then current effective
     consolidated federal, state and local tax rate of such Person, expressed as
     a decimal.

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication:

          (1) the aggregate of the interest expense of such Person and its
     Restricted Subsidiaries for such period determined on a consolidated basis
     in accordance with GAAP, including without limitation: (a) any amortization
     of debt discount and amortization or write-off of deferred financing costs;
     (b) the net costs under Interest Swap Obligations; (c) all capitalized
     interest; and (d) the interest portion of any deferred payment obligation;
     and

          (2) the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

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

          (1) after-tax gains from Asset Sales (without regard to the $2.0
     million limitation set forth in the definition thereof) or abandonments or
     reserves relating thereto;

          (2) after-tax items classified as extraordinary or nonrecurring gains;


<PAGE>   13

                                      -7-

          (3) the net income of any Person acquired in a "pooling of interests"
     transaction accrued prior to the date it becomes a Restricted Subsidiary of
     the referent Person or is merged or consolidated with the referent Person
     or any Restricted Subsidiary of the referent Person;

          (4) the net income (but not loss) of any Restricted Subsidiary of the
     referent Person to the extent that the declaration of dividends or similar
     distributions by that Restricted Subsidiary of that income is restricted by
     a contract, operation of law or otherwise;

          (5) the net income of any Person, other than a Restricted Subsidiary
     of the referent Person, except to the extent of cash dividends or
     distributions paid to the referent Person or to a Wholly Owned Restricted
     Subsidiary of the referent Person by such Person;

          (6) any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following December 31, 2000;

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

          (8) in the case of a successor to the referent Person by consolidation
     or merger or as a transferee of the referent Person's assets, any earnings
     of the successor corporation prior to such consolidation, merger or
     transfer of assets; and

          (9) non-cash charges relating to compensation expense in connection
     with benefits provided under employee stock option plans, restricted stock
     option plans and other employee stock purchase or stock incentive plans.

          "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

          "Consolidated Non-cash Charges" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Restricted Subsidiaries reducing Consolidated Net Income
of such Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (including amortization of goodwill
and other intangibles and excluding any such charges constituting an
extraordinary item or loss or any such charge which requires an accrual of or a
reserve for cash charges for any future period).

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

          "Credit Agreement" means the Credit Agreement dated as of December 20,
2000, between the Company, the lenders party thereto in their capacities as
lenders thereunder and Bankers


<PAGE>   14

                                      -8-

Trust Company, as administrative agent, together with the related documents
thereto (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted by Section 4.09) or adding Restricted Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

          "Custodian" means any custodian, receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

          "Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06, in the form of
Exhibit A-1 except that such Note shall not bear the Global Note Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

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

          "Designated Senior Debt" means (1) Indebtedness under or in respect of
the Credit Agreement and (2) any other Indebtedness constituting Senior Debt
which, at the time of determination, has an aggregate principal amount
(available or committed) of at least $25.0 million and is specifically
designated in the instrument evidencing such Senior Debt as "Designated Senior
Debt" by the Company.

          "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control), on or prior to the final maturity date of the Notes.

          "Distribution Compliance Period" means as defined in Regulation S.

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

          "Exchange Notes" means the notes to be issued in exchange for or upon
transfer of the Initial Notes pursuant to the Exchange Offer or Shelf
Registration Statements provided for in the Registration Rights Agreement.


<PAGE>   15

                                      -9-

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

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

          "Existing Debt" means the Indebtedness of the Company and its
Restricted Subsidiaries outstanding on the Issue Date.

          "fair market value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith, whose determination shall be conclusive if
evidenced by a Board Resolution of the Board of Directors of the Company
delivered to the Trustee.

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

          "Futuresouth Royalty" means the royalty payments required to be made
pursuant to the Asset Purchase and Sale Agreement, dated as of February 15,
2000, by and between Futuresouth, Southboat Lemay, Inc., Southboat Limited
Partnership and Ameristar Casino St. Louis, Inc., as in effect on the Issue Date
and without giving effect to any subsequent amendment, modification and
supplement.

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

          "Gaming Authority" means any governmental authority with regulatory
oversight of, authority to regulate or jurisdiction over any gaming businesses
or enterprises, including, but not limited to, the Nevada State Gaming Control
Board, the Nevada Gaming Commission, the Mississippi Gaming Commission, the
Mississippi State Tax Commission, the Missouri Gaming Commission, the Iowa
Racing and Gaming Commission and any agency established by a federally
recognized Indian tribe to regulate gaming on such tribe's reservation with
regulatory oversight of, authority to regulate or jurisdiction over any gaming
operation (or proposed gaming operation) owned, managed or operated by the
Company or any Subsidiary.

          "Gaming Regulations" shall mean the laws, rules, regulations and
orders applicable to the casino and gaming businesses or activities of the
Company or any of its Subsidiaries in any jurisdiction, as in effect from time
to time, including the policies, interpretations and administration thereof by
the Gaming Authorities.

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


<PAGE>   16

                                      -10-

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A, issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(f).

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and for the payment of which the
United States pledges its full faith and credit.

          "Guarantee Obligations" shall mean, as to any Guarantor, all
Obligations of every nature of such Guarantor from time to time owing to the
Holders and the Trustee under the Notes (including its Guarantee).

          "Guarantor" means: (1) each of the Company's existing Subsidiaries and
(2) each of the Company's Restricted Subsidiaries that in the future execute a
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Guarantor; provided that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture.

          "Guarantor Senior Debt" means, with respect to any Guarantor: the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of a Guarantor, whether
outstanding on the Issue Date or thereafter created, incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Guarantee of such Guarantor. Without limiting the generality of the foregoing,
"Guarantor Senior Debt" shall also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on, and all other amounts owing in respect of:

          (x) all monetary obligations of every nature of such Guarantor under,
     or with respect to, the Credit Agreement, including, without limitation,
     obligations to pay principal and interest, reimbursement obligations under
     letters of credit, fees, expenses and indemnities (and guarantees thereof);
     and

          (y) all Interest Swap Obligations (and guarantees thereof), in each
     case whether outstanding on the Issue Date or thereafter incurred.

          Notwithstanding the foregoing, "Guarantor Senior Debt" shall not
include:

          (1) any Indebtedness of such Guarantor to a Subsidiary of such
     Guarantor;

          (2) Indebtedness to, or guaranteed on behalf of, any shareholder,
     director, officer or employee of such Guarantor or any Subsidiary of such
     Guarantor (including, without



<PAGE>   17
                                      -11-


     limitation, amounts owed for compensation) other than a shareholder who is
     also a lender (or an Affiliate of a lender) under the Credit Agreement;

          (3) Indebtedness to trade creditors;

          (4) Indebtedness represented by Preferred Stock and Disqualified
     Capital Stock;

          (5) any liability for federal, state, local or other taxes owed or
     owing by such Guarantor;

          (6) that portion of any Indebtedness incurred in violation of Section
     4.09 (but, as to any such obligation, no such violation shall be deemed to
     exist for purposes of this clause (6) if the holder(s) of such obligation
     or their representative shall have received an officers' certificate of the
     Company to the effect that the incurrence of such Indebtedness does not
     (or, in the case of revolving credit indebtedness, that the incurrence of
     the entire committed amount thereof at the date on which the initial
     borrowing thereunder is made would not) violate such provisions of the
     Indenture);

          (7) Indebtedness which, when incurred and without respect to any
     election under Section 1111(b) of Title 11, United States Code, is without
     recourse to the Company; and

          (8) any Indebtedness which is, by its express terms, subordinated in
     right of payment to any other Indebtedness of such Guarantor.

          "Holder" or "Noteholder" means a Person in whose name a Note is
registered.

          "IAI Global Note" means a global note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to an Institutional Accredited Investor.

          "incur" has the meaning set forth in Section 4.09 (and "incurrence,"
"incurred," "incurrable" and "incurring" shall have meanings correlative to the
foregoing).

          "Indebtedness" means with respect to any Person, without duplication:

          (1) all Obligations of such Person for borrowed money;

          (2) all Obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) all Capitalized Lease Obligations of such Person;

          (4) all Obligations of such Person for the deferred purchase price of
     property or services (other than, to the extent deferred in the ordinary
     course of business, deferred payments in respect of services by employees)
     which remain unpaid more than 120 days after the due date therefor other
     than payments which are being contested in good faith;


<PAGE>   18

                                      -12-


          (5) all Obligations for the reimbursement of any obligor on any letter
     of credit, banker's acceptance or similar credit transaction;

          (6) guarantees and other contingent obligations in respect of
     Indebtedness referred to in clauses (1) through (5) above and clause (8)
     below;

          (7) all Obligations of any other Person of the type referred to in
     clauses (1) through (6) which are secured by any lien on any property or
     asset of such Person, the amount of such Obligation being deemed to be the
     lesser of the fair market value of such property or asset or the amount of
     the Obligation so secured;

          (8) all Interest Swap Obligations of such Person; and

          (9) all Disqualified Capital Stock issued by such Person with the
     amount of Indebtedness represented by such Disqualified Capital Stock being
     equal to the greater of its voluntary or involuntary liquidation preference
     and its maximum fixed repurchase price at any time prior to its stated
     repurchase date, but excluding accrued dividends, if any.

          For purposes hereof, (1) the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital Stock
and (2) the principal amount of Indebtedness arising from royalty obligations
representing the deferred purchase price of property or services shall equal the
greater of (x) the principal amount thereof as determined in accordance with
GAAP and (y) the present value of the amounts the management of the Company
believes in good faith will be required to be paid under such royalty
obligation; provided that in the case of the Futuresouth Royalty, the principal
amount of such Indebtedness shall equal the present value of the greater of (x)
the minimum royalty payments and (y) the amount actually paid in respect of the
Futuresouth Royalty in respect of the most recently ended period.

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

          "Independent Financial Advisor" means a firm: (1) which does not, and
whose directors, officers and employees or Affiliates do not, have any material
direct or indirect financial interest in the Company; and (2) which, in the good
faith judgment of the Board of Directors of the Company, is otherwise
independent and qualified to perform the task for which it is to be engaged.

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

          "Initial Notes" means any Notes issued under this Indenture for so
long as such securities constitute Restricted Securities.


<PAGE>   19

                                      -13-

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

          "Interest Swap Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

          "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. "Investment" shall exclude extensions of trade credit by the
Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Restricted Subsidiary is no longer a
Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Common Stock of such Restricted Subsidiary not sold or
disposed of.

          "Issue Date" means February 2, 2001.

          "Issuers" means, collectively, the Company and the Guarantors.

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

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

          "License Subsidiary" means each Subsidiary of the Company on the Issue
Date and any future Subsidiary, in either case that holds any gaming license
from any Gaming Authority requiring approval for the incurrence of Indebtedness
of such Subsidiary or for the incurring of any Lien on the Capital Stock of such
Subsidiary.

          "Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).


<PAGE>   20


                                      -14-

          "Maturity," when used with respect to any Note, means the date on
which the principal of such Note becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise (including in connection with any offer to purchase
that this Indenture requires the Company to make).

          "Missouri Stock Option Agreements" means the four Non-Qualified Stock
Option Agreements dated as of December 18, 2000 between the Company on the one
hand, and John Finamore, Troy Stremming, Thomas Burke and Anthony Raymon on the
other hand, in each case as in effect on the Issue Date and without giving
effect to any amendment, modification or supplement thereto.

          "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

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

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

          (3) repayment of Indebtedness that is secured by the property or
     assets that are the subject of such Asset Sale; and

          (4) appropriate amounts to be provided by the Company or any
     Restricted Subsidiary, as the case may be, as a reserve, in accordance with
     GAAP, against any liabilities associated with such Asset Sale and retained
     (or indemnified against) by the Company or any Restricted Subsidiary, as
     the case may be, after such Asset Sale, including, without limitation,
     pension and other post-employment benefit liabilities, liabilities related
     to environmental matters and liabilities under any indemnification
     obligations associated with such Asset Sale.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

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

          "Notes" means, collectively, the Initial Notes and the Exchange Notes,
treated as a single class of securities, as amended or supplemented from time to
time in accordance with the terms hereof, that are issued pursuant to this
Indenture.

          "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, expenses, damages and other
liabilities payable under the documentation governing any such obligation.


<PAGE>   21

                                      -15-


          "Officer" means, with respect to any Person, the President, Chief
Executive Officer, any Vice President, Chief Operating Officer, Treasurer,
Secretary or the Chief Financial Officer of such Person.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers of such Person; provided, however, that every
Officers' Certificate with respect to compliance with a covenant or condition
provided for in this Indenture shall include (i) a statement that the Officers
making or giving such Officers' Certificate have read such condition and any
definitions or other provisions contained in this Indenture relating thereto and
(ii) a statement at to whether, in the opinion of the signers, such conditions
has been complied with.

          "144A Global Note" means a global note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Sections
13.04 and 13.05. The counsel may be an employee of or counsel to the Company,
any Subsidiary of the Company or the Trustee.

          "Pari Passu Indebtedness" means Indebtedness that is not (1) Senior
Debt or (2) expressly subordinated in right of payment to the Notes.

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

          "Participating Broker-Dealer" means any broker-dealer that is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Notes received by such broker-dealer in the Exchange Offer.

          "Permitted Holders" shall mean and include (i) Craig H. Neilsen or Ray
Neilsen, their respective estates, spouses, heirs, ancestors, lineal
descendants, legatees, legal representatives or the trustee of any bona fide
trust in which no one other than the foregoing has any interest, (ii) any entity
controlled, directly or indirectly, by any of the foregoing referred to in the
previous clause (i), whether through the ownership of voting securities, by
contract or otherwise, and (iii) Craig H. Neilsen or Ray Neilsen (a) in their
respective capacity as a trustee under a revocable trust in which no one other
than the persons and entities listed in the foregoing clause (i) has any
interest, together with each successor trustee thereof, or (b) as the executor
of the estate of Gwendolyn Anderson or of any Person named in clause (i).

          "Permitted Indebtedness" means, without duplication, each of the
following:

          (1) the Indebtedness incurred on the Issue Date in respect of the
     Notes, this Indenture and the Guarantees (including the Exchange Notes (and
     the guarantees of such Exchange Notes) issued in exchange therefor pursuant
     to the Exchange Offer relating to the Notes issued on the Issue Date);




<PAGE>   22

                                      -16-


          (2) Indebtedness incurred pursuant to the Credit Agreement in an
     aggregate principal amount at any time outstanding not to exceed $475.0
     million less the amount of all permanent repayments actually made (which
     are accompanied by a corresponding permanent commitment reduction)
     thereunder as a result of the application of the Net Cash Proceeds of any
     Asset Sale;

          (3) the Existing Debt reduced by the amount of any scheduled
     amortization payments or mandatory prepayments when actually paid or
     permanent reductions thereon;

          (4) Interest Swap Obligations of the Company or any Restricted
     Subsidiary of the Company covering Indebtedness of the Company or any of
     its Restricted Subsidiaries; provided, however, that such Interest Swap
     Obligations are entered into to protect the Company and its Restricted
     Subsidiaries from fluctuations in interest rates on their outstanding
     Indebtedness to the extent the notional principal amount of such Interest
     Swap Obligation does not, at the time of the incurrence thereof, exceed the
     principal amount of the Indebtedness to which such Interest Swap Obligation
     relates;

          (5) Indebtedness of a Restricted Subsidiary of the Company to the
     Company or a Guarantor for so long as such Indebtedness is held by the
     Company or a Guarantor, in each case subject to no Lien held by a Person
     other than the Company, a Guarantor or the Representative acting on behalf
     of the lenders under the Credit Agreement; provided that if as of any date
     any Person other than the Company, a Guarantor or the Representative acting
     on behalf of the lenders under the Credit Agreement owns or holds any such
     Indebtedness or holds a Lien in respect of such Indebtedness, such date
     shall be deemed the incurrence of Indebtedness not constituting Permitted
     Indebtedness by the issuer of such Indebtedness;

          (6) Indebtedness of the Company to a Guarantor for so long as such
     Indebtedness is held by a Guarantor, subject to no Lien held by any Person
     other than a Guarantor or the Representative acting on behalf of the
     lenders under the Credit Agreement; provided that if as of any date any
     Person other than a Guarantor or the Representative acting on behalf of the
     lenders under the Credit Agreement owns or holds any such Indebtedness or
     holds a Lien in respect of such Indebtedness, such date shall be deemed the
     incurrence of Indebtedness not constituting Permitted Indebtedness by the
     Company;

          (7) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; provided, however, that such
     Indebtedness is extinguished within three business days of notice of
     incurrence;


          (8) Indebtedness of the Company or any of its Restricted Subsidiaries
     in respect of bankers' acceptances, workers' compensation claims, appeal
     bonds, payment obligations in connection with self-insurance or similar
     obligations, deferred compensation to employees and bank overdrafts (and
     letters of credit in respect thereof), in each case in the ordinary course
     of business;


<PAGE>   23


                                      -17-

          (9) Indebtedness of the Company or any of its Restricted Subsidiaries
     incurred solely in respect of performance, surety and similar bonds or
     completion guarantees, to the extent that such incurrence does not result
     in the incurrence of any obligation for the payment of borrowed money of
     others;

          (10) Indebtedness of the Company and its Restricted Subsidiaries
     incurred in the ordinary course of business (including any refinancing
     thereof) not to exceed $30.0 million in the aggregate at any one time
     outstanding represented by (A) Capitalized Lease Obligations and (B) FF&E
     Financing and Purchase Money Indebtedness;

          (11) Refinancing Indebtedness;

          (12) the guarantee by the Company or any Guarantor of Indebtedness of
     the Company or a Restricted Subsidiary that was permitted to be incurred by
     another provision of this definition (other than Indebtedness that is
     subordinate or junior in right of payment to the Notes); and

          (13) Indebtedness under the Futuresouth Royalty; and

          (14) additional Indebtedness of the Company and its Restricted
     Subsidiaries in an aggregate principal amount not to exceed $10.0 million
     at any one time outstanding (which amount may, but need not, be incurred in
     whole or in part under the Credit Agreement).

          For purposes of determining compliance with Section 4.09, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (14) above
or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage
Ratio provisions of such covenant, the Company shall, in its sole discretion,
classify (or later reclassify) such item of Indebtedness in any manner that
complies with this defini tion. Accrual of interest, accretion or amortization
of original issue discount, the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Capital Stock in the form of additional shares of the
same class of Disqualified Capital Stock will not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Capital Stock for purposes of
Section 4.09.

          "Permitted Investments" means:

          (1) Investments by the Company or any Restricted Subsidiary of the
     Company in any Person that is or will become immediately after such
     Investment a Restricted Subsidiary of the Company engaged in a Permitted
     Line of Business or that will merge or consolidate into the Company or a
     Restricted Subsidiary of the Company engaged in a Permitted Line of
     Business;

          (2) Investments in the Company by any Guarantor;

          (3) investments in cash and Cash Equivalents;




<PAGE>   24

                                      -18-

          (4) loans and advances to employees and officers of the Company and
     its Restricted Subsidiaries (or guarantees of third party loans to
     employees and officers) in the ordinary course of business for bona fide
     business purposes not in excess of $2.5 million at any one time
     outstanding;

          (5) Currency Agreements and Interest Swap Obligations entered into in
     the ordinary course of the Company's or its Restricted Subsidiaries'
     businesses and otherwise in compliance with this Indenture;

          (6) Investments in entities engaged or to be engaged in Permitted
     Lines of Business in an amount not to exceed $10 million in the aggregate
     at any one time outstanding;

          (7) Investments in securities of trade creditors or customers received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or customers in good faith
     settlement of delinquent obligations of such trade creditors or customers;

          (8) Investments made by the Company or its Restricted Subsidiaries as
     a result of consideration received in connection with an Asset Sale made in
     compliance with Section 4.10 or in connection with any disposition of
     assets not constituting an Asset Sale; and

          (9) the redemption, repurchase, retirement, defeasance or other
     acquisition of any Senior Debt, any Guarantor Senior Debt or the Notes.

          "Permitted Liens" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either (a) not delinquent or (b) contested in good faith by appropriate
     proceedings and as to which the Company or its Restricted Subsidiaries
     shall have set aside on their books such reserves as may be required
     pursuant to GAAP;

          (2) statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
     incurred in the ordinary course of business for sums that are not yet
     delinquent, are bonded or are being contested in good faith, if such
     reserve or other appropriate provision, if any, as shall be required by
     GAAP shall have been made in respect thereof;

          (3) Liens incurred or deposits made in the ordinary course of business
     in connection with workers' compensation, unemployment insurance and other
     types of social security, including any Lien securing letters of credit
     issued in the ordinary course of business consistent with industry practice
     in connection therewith, or to secure the performance of tenders, statutory
     obligations, surety and appeal bonds, bids, leases, government contracts,
     performance and return-of-money bonds and other similar obligations
     (exclusive of obligations for the payment of borrowed money);

          (4) judgment Liens not giving rise to an Event of Default;


<PAGE>   25

                                      -19-

          (5) easements, rights-of-way, zoning restrictions and other similar
     charges or encumbrances in respect of real property not interfering in any
     material respect with the ordinary conduct of the business of the Company
     or any of its Restricted Subsidiaries;

          (6) any interest or title of a lessor under any Capitalized Lease
     Obligation; provided that such Liens do not extend to any property or
     assets which is not leased property subject to such Capitalized Lease
     Obligation;

          (7) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (8) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (9) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual, or warranty requirements of the Company
     or any of its Restricted Subsidiaries, including rights of offset and
     set-off;

          (10) Liens securing Interest Swap Obligations which Interest Swap
     Obligations relate to Indebtedness that is otherwise permitted under this
     Indenture;

          (11) Liens securing Indebtedness permitted pursuant to clause (10)(A)
     of the definition of "Permitted Indebtedness"; provided, however, that the
     Indebtedness shall not be se cured by any property or assets of the Company
     or any Restricted Subsidiary of the Company other than the property or
     assets subject to such initial Capitalized Lease Obligation;

          (12) Liens securing Indebtedness permitted pursuant to clause (10)(B)
     of the definition of "Permitted Indebtedness"; provided, however, that (a)
     the Indebtedness shall not exceed the cost of such property or assets and
     shall not be secured by any property or assets of the Company or any
     Restricted Subsidiary of the Company other than the property and assets so
     acquired, installed, constructed or improved and (b) the initial Lien
     securing such Indebtedness shall be created within 180 days of such
     acquisition, installation, construction or improvement or, in the case of a
     refinancing of any such Indebtedness, within 180 days of such refinancing;

          (13) Liens securing Refinancing Indebtedness permitted to be incurred
     under this Indenture or amendments or renewals of Liens that were permitted
     to be incurred, provided, in each case, that such Liens do not extend to
     any additional property or asset that did not secure the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded or that did
     not secure the Indebtedness affected by such amendment or renewal;

          (14) Liens incurred in the ordinary course of business of the Company
     or any Restricted Subsidiary with respect to aggregate obligations that do
     not exceed $1,000,000 at any one time outstanding; and


<PAGE>   26

                                      -20-


          (15) Liens securing Acquired Indebtedness incurred in accordance with
     Section 4.09; provided that:

               (a) such Liens secured such Acquired Indebtedness at the time of
          and prior to the incurrence of such Acquired Indebtedness by the
          Company or a Restricted Subsidiary of the Company and were not granted
          in connection with, or in anticipation of, the incurrence of such
          Acquired Indebtedness by the Company or a Restricted Subsidiary of the
          Company; and

               (b) such Liens do not extend to or cover any property or assets
          of the Company or of any of its Restricted Subsidiaries other than the
          property or assets that secured the Acquired Indebtedness prior to the
          time such Indebtedness became Acquired Indebtedness of the Company or
          a Restricted Subsidiary of the Company and, when considered as a
          whole, are not materially more favorable to the lienholders than those
          securing the Acquired Indebtedness prior to the incurrence of such
          Acquired Indebtedness by the Company or a Restricted Subsidiary of the
          Company.

          "Permitted Lines of Business" means, with respect to any Person, any
casino gaming business of such Person (whether owned, leased or managed by such
Person) or any business that is related to, ancillary to or supportive of,
connected with or arising out of the gaming business of such Person (including,
without limitation, developing and operating lodging, dining, amusement, sports
or entertainment facilities, transportation services or other related activities
or enterprises and any additions or improvements thereto).


          "Person" means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.

          "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

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

          "Public Equity Offering" means an underwritten public offering of
Qualified Capital Stock of the Company pursuant to a registration statement
filed with the Commission in accordance with the Securities Act.

          "Purchase Money Indebtedness" means Indebtedness of the Company and
its Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property or equipment.

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


<PAGE>   27
                                      -21-


          "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

          "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

          "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.09 (other than pursuant to clause (2), (4), (5), (6), (7), (8), (9),
(12), (13) or (14) of the definition of "Permitted Indebtedness"), in each case
that does not:

          (1) result in an increase in the aggregate principal amount of
     Indebtedness of such Person as of the date of such proposed Refinancing
     (plus the amount of any premium required to be paid under the terms of the
     instrument governing such Indebtedness and plus the amount of reasonable
     expenses incurred by the Company in connection with such Refinancing); or

          (2) create Indebtedness with: (a) a Weighted Average Life to Maturity
     that is less than the Weighted Average Life to Maturity of the Indebtedness
     being Refinanced; or (b) a final maturity earlier than the final maturity
     of the Indebtedness being Refinanced; provided that (x) if such
     Indebtedness being Refinanced is Indebtedness of the Company, then such
     Refinancing Indebtedness shall be Indebtedness solely of the Company and
     (y) if such Indebtedness being Refinanced is subordinate or junior to the
     Notes, then such Refinancing Indebtedness shall be subordinate to the Notes
     at least to the same extent and in the same manner as the Indebtedness
     being Refinanced.

          "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date by and among the Company, the Guarantors,
and the initial purchasers named therein, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
terms thereof or any other Registration Rights Agreement with similar terms
entered into in connection with the issuance of Additional Notes.

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

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

          "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

          "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend, the Private
Placement Legend and the Regula-

<PAGE>   28
                                      -22-


tion S Temporary Global Note Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

          "Regulation S Temporary Global Note Legend" means the legend set forth
in Section 2.06(g)(iii) which is required to be placed on all Regulation S
Temporary Global Notes issued under this Indenture.

          "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Designated Senior Debt; provided that if,
and for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for such Designated Senior Debt shall at all times constitute
the holders of a majority in outstanding principal amount of such Designated
Senior Debt in respect of any Designated Senior Debt.

          "Responsible Trust Officer" means, when used with respect to the
Trustee, any director, principal, vice president, assistant vice president,
assistant treasurer, assistant secretary or any other officer within the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
shall mean, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge and familiarity
with the particular subject.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

          "Restricted Subsidiary" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

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

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

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

          "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such property.

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

<PAGE>   29
                                      -23-


          "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Without limiting the generality
of the foregoing, "Senior Debt" shall also include the principal of, premium, if
any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of:

          (1) all monetary obligations of every nature of the Company under, or
     with respect to, the Credit Agreement, including, without limitation,
     obligations to pay principal and interest, reimbursement obligations under
     letters of credit, fees, expenses and indemnities (and guarantees thereof);
     and

          (2) all Interest Swap Obligations (and guarantees thereof),

in each case whether outstanding on the Issue Date or thereafter incurred.

          Notwithstanding the foregoing, "Senior Debt" shall not include:

          (1) any Indebtedness of the Company to a Subsidiary of the Company;

          (2) Indebtedness to, or guaranteed on behalf of, any shareholder,
     director, officer or employee of the Company or any Subsidiary of the
     Company (including, without limitation, amounts owed for compensation)
     other than a shareholder who is also a lender (or an Affiliate of a lender)
     under the Credit Agreement;

          (3) Indebtedness to trade creditors;

          (4) Indebtedness represented by Preferred Stock and Disqualified
     Capital Stock;

          (5) any liability for federal, state, local or other taxes owed or
     owing by the Company;

          (6) that portion of any Indebtedness incurred in violation of Section
     4.09 (but, as to any such obligation, no such violation shall be deemed to
     exist for purposes of this clause (6) if the holder(s) of such obligation
     or their representative shall have received an officers' certificate of the
     Company to the effect that the incurrence of such Indebtedness does not
     (or, in the case of revolving credit indebtedness, that the incurrence of
     the entire committed amount thereof at the date on which the initial
     borrowing thereunder is made would not) violate such provisions of this
     Indenture);

          (7) Indebtedness which, when incurred and without respect to any
     election under Section 1111(b) of Title 11, United States Code, is without
     recourse to the Company; and

<PAGE>   30
                                      -24-


          (8) any Indebtedness which is, by its express terms, subordinated in
     right of payment to any other Indebtedness of the Company.

          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "Significant Subsidiary", with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

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

          "Station" shall mean Station Casinos, Inc., a Nevada corporation.

          "Subsidiary", with respect to any Person, means:

          (1) any corporation of which the outstanding Capital Stock having at
     least a majority of the votes entitled to be cast in the election of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2) any other Person of which at least a majority of the voting
     interest under ordinary circumstances is at the time, directly or
     indirectly, owned by such Person.

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

          "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A-1 attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.


<PAGE>   31
                                      -25-


          "Unrestricted Subsidiary" of any Person means:

          (1) any Subsidiary of such Person that at the time of determination
     shall be or continue to be designated an Unrestricted Subsidiary by the
     Board of Directors of such Person in the manner provided below; and

          (2) any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary), other than Ameristar Casino Council
Bluffs, Inc., Ameristar Casino Vicksburg, Inc., Ameristar Casino Kansas City,
Inc., Ameristar Casino St. Charles, Inc. and Cactus Pete's, Inc., to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, the Company or any other Subsidiary
of the Company that is not a Subsidiary of the Subsidiary to be so designated;
provided that:

          (1) the Company certifies to the Trustee that such designation
     complies with Section 4.07; and

          (2) each Subsidiary to be so designated and each of its Subsidiaries
     has not at the time of designation, and does not thereafter, create, incur,
     issue, assume, guarantee or otherwise become directly or indirectly liable
     with respect to any Indebtedness pursuant to which the lender has recourse
     to any of the assets of the Company or any of its Restricted Subsidiaries.

          The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if:

          (1) immediately after giving effect to such designation, the Company
     is able to incur at least $1.00 of additional Indebtedness (other than
     Permitted Indebtedness) in compliance with Section 4.09; and

          (2) immediately before and immediately after giving effect to such
     designation, no Default or Event of Default shall have occurred and be
     continuing. Any such designation by the Board of Directors shall be
     evidenced to the Trustee by promptly filing with the Trustee a copy of the
     Board Resolution giving effect to such designation and an officers'
     certificate certifying that such designation complied with the foregoing
     provisions.

          "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

<PAGE>   32
                                      -26-


          "Wholly Owned Restricted Subsidiary" of any Person means any Wholly
Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

          "Wholly Owned Subsidiary" of any Person means any Subsidiary of such
Person of which all the outstanding voting securities (other than in the case of
a foreign Subsidiary, directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by such Person or any Wholly Owned Subsidiary of such Person.



<PAGE>   33
                                      -27-


SECTION 1.02. Other Definitions.


<TABLE>
<CAPTION>

                                                                                        Defined in
                  Term                                                                    Section
<S>                                                                                     <C>
         "Acceleration Notice" ..................................................            6.02
         "Additional Notes" .....................................................            2.02
         "Affiliate Transaction".................................................            4.11
         "Applicable Date".......................................................            4.19
         "Change of Control Date"................................................            4.15
         "Change of Control Offer"...............................................            4.15
         "Covenant Defeasance"...................................................            8.03
         "DTC"...................................................................            2.03
         "Event of Default"......................................................            6.01
         "Funding Guarantor".....................................................           11.07
         "Guarantee".............................................................           11.01
         "Legal Defeasance"......................................................            8.02
         "Liquor Laws"...........................................................           13.14
         "Net Proceeds Offer"....................................................            4.10
         "Net Proceeds Offer Amount".............................................            4.10
         "Net Proceeds Offer Payment Date".......................................            4.10
         "Net Proceeds Offer Trigger Date".......................................            4.10
         "Non-payment Default"...................................................           10.02
         "Offer Payment Date"....................................................            4.15
         "Offer Period"..........................................................            3.09
         "Paying Agent"..........................................................            2.03
         "Payment Blockage Notice"...............................................           10.02
         "Payment Blockage Period"...............................................           10.02
         "Payment Default".......................................................           10.02
         "Purchase Date".........................................................            3.09
         "Reference Date"........................................................            4.07
         "Registrar".............................................................            2.03
         "Replacement Assets"....................................................            4.10
         "Restricted Payment"....................................................            4.07
         "Surviving Entity"......................................................            5.01

</TABLE>

SECTIO8N 1.03. Trust Indenture Act Definitions.

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

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

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

<PAGE>   34
                                      -28-


          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the Notes and the Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the
Guarantees, respectively.

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

SECTION 1.04. Rules of Construction.

          Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

          (5) provisions apply to successive events and transactions; and

          (6) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the Commission from time to time.

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01. Form and Dating.

          (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

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

<PAGE>   35
                                      -29-


thereby. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.

          (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A-1 or A-2 (including the Global Note Legend thereon).
Notes issued in definitive form shall be substantially in the form of Exhibit
A-1 (but without the Global Note Legend thereon). Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06.

          (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Distribution Compliance Period shall be
terminated upon the receipt by the Trustee of (i) a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
certifying that they have received certification of non-United States beneficial
ownership of 100% of the aggregate principal amount of the Regulation S
Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Distribution Compliance Period pursuant
to another exemption from registration under the Securities Act and who will
take delivery of a beneficial ownership interest in a 144A Global Note or an IAI
Global Note bearing a Private Placement Legend, all as contemplated by Section
2.06(g)(i)), and (ii) an Officers' Certificate from the Company. Following the
termination of the Distribution Compliance Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate
principal amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

          (d) Euroclear and Clearstream Procedures Applicable. The provisions of
     the "Operating Procedures of the Euroclear System" and "Terms and
     Conditions Governing Use of Euroclear" and the "General Terms and
     Conditions of Clearstream" and "Customer Handbook" of Cedel Bank (as
     adopted by Clearstream) and any alternative or additional procedures from
     time to time adopted by Euroclear or Clearstream shall be applicable to
     transfers of beneficial interests in the Regulation S Temporary Global Note
     and the Regulation S Permanent Global Notes that are held by Participants
     through Euroclear or Clearstream.

<PAGE>   36
                                      -30-


SECTION 2.02. Execution and Authentication.

          One Officer shall sign the Notes for the Company by manual or
facsimile signature.

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

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

          The Trustee shall authenticate Notes for original issue from time to
time in one or more series upon a written order of the Company in the form of an
Officers' Certificate. Each such written order shall specify the amount of Notes
to be authenticated, whether the Notes are to be Initial Notes or Exchange Notes
and whether the Notes are to be issued as Definitive Notes or Global Notes or
such other information as the Trustee shall reasonably request. After the Issue
Date, any additional amount of Notes issued from time to time (other than the
Exchange Notes) ("Additional Notes") shall be subject to Section 4.09 and shall
have terms substantially identical in all material respects to the Notes issued
on the Issue Date.

          The Notes shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Notes issued under this Indenture shall vote and consent together on all
matters as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.

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

SECTION 2.03. Registrar and Paying Agent.

          The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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


<PAGE>   37
                                      -31-


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

SECTION 2.04. Paying Agent to Hold Money in Trust.

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

SECTION 2.05. Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Trustee receives notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 90
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Company for Definitive Notes prior to
(x) the expiration of the Distribution Compliance Period and (y) the receipt by
the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
under the Securities Act. Upon the occurrence of either of the preceding events
in (i) or (ii) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Except as
provided in this Section 2.06(a) and in Section 2.06(b)(ii) and Section 2.06(c)
for the exchange or transfer of Global Notes for Defini-

<PAGE>   38
                                      -32-


tive Notes, every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a); however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f).

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

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

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Depositary either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Regis trar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Distribution Compliance Period and (y) the receipt by the
     Registrar of any certificates required pursuant to Rule 903 under the
     Securities Act. Upon consummation of an Exchange Offer by the Company in
     accordance with Section 2.06(f), the requirements of this Section
     2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
     Registrar of the instructions contained in the Letter

<PAGE>   39
                                      -33-


     of Transmittal delivered by the Holder of such beneficial interests in the
     Restricted Global Notes. Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Notes contained in
     this Indenture and the Notes or otherwise applicable under the Securities
     Act, the Trustee shall adjust the principal amount of the relevant Global
     Note(s) pursuant to Section 2.06(h).

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

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

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

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications and certificates and Opinion of Counsel required by
          item (3) thereof, if applicable.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal or via the
          Depositary's book-entry system that it is not (1) a broker-dealer,
          (2) a Person participating in the distribution of the Exchange Notes
          or (3) a Person who is an affiliate (as defined in Rule 144) of the
          Company;

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


<PAGE>   40
                                      -34-


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

               (D) the Registrar receives the following:

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

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

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

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

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

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

          (i) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

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


<PAGE>   41
                                      -35-


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

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

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

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

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

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

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

          (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial
     interest in the Regulation S Temporary Global Note may not be exchanged for
     a Definitive Note or transferred to a Person who takes delivery thereof in
     the form of a Definitive Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates required pursuant to Rule 903(c)(3)(ii)(B) under the
     Securities Act, except in the



<PAGE>   42
                                      -36-


     case of a transfer pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 903 or Rule 904.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

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

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

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C, including the certifications in item (1)(b) thereof;
               or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B,
               including the certifications in item (4) thereof;

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

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the
     aggregate principal

<PAGE>   43
                                      -37-


     amount of the applicable Global Note to be reduced accordingly pursuant to
     Section 2.06(h), and the Company shall execute and the Trustee shall
     authenticate and deliver to the Person designated in the instructions a
     Definitive Note in the appropriate principal amount. Any Definitive Note
     issued in exchange for a beneficial interest pursuant to this Section
     2.06(c)(iv) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     deliver such Definitive Notes to the Persons in whose names such Notes are
     so registered. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(iv) shall not bear the Private
     Placement Legend.

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

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

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

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

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

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

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

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

<PAGE>   44
                                      -38-


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

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the 144A Global Note, in the case of clause (C) above, the
     Regulation S Global Note, and in all other cases, the IAI Global Note.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

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

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

               (D) the Registrar receives the following:

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

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

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

<PAGE>   45
                                      -39-


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

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

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

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

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

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

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

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


<PAGE>   46
                                      -40-


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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

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

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

               (D) the Registrar receives the following:

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

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

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

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

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
inter-

<PAGE>   47
                                      -41-


ests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amounts.

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

          (i) Private Placement Legend.

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

               THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
               ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
               MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
               THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
               BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
               (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
               144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND
               IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
               COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT
               IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501 (A)(1), (2),
               (3) OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR"),
               (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
               ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS
               SECURITY EXCEPT (A) TO AMERISTAR OR ANY SUBSIDIARY THEREOF, (B)
               INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
               COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE
               THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH
               TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
               BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
               REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
               TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
               OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE
               UNITED STATES IN AN OFFSHORE TRANSAC-


<PAGE>   48
                                      -42-


               TION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
               SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
               REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
               AVAILABLE), OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
               REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON
               AN OPINION OF COUNSEL IF AMERISTAR SO REQUESTS), OR (F) PURSUANT
               TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
               AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
               SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
               THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
               WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF
               THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER
               MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
               AMERISTAR SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
               INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
               THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
               OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
               OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
               TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING
               GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv),
          (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and
          all Notes issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

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

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
          OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
          NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
          GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
          TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
          TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
          OF THE COMPANY."


<PAGE>   49
                                      -43-


          (iii) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
          NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
          THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
          GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

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

          (i) General Provisions Relating to Transfers and Exchanges.

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

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

          (iii) The Registrar shall not be required (A) to register the transfer
     of or to exchange any Notes during a period beginning at the opening of
     business 15 days before the day of the mailing of notice of redemption
     under Section 3.03 and ending at the close of business on such day, or (B)
     to register the transfer of or exchange any Note selected for redemption in
     whole or in part, except the unredeemed portion of any Note being redeemed
     in part.

          (iv) All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the

<PAGE>   50
                                      -44-


     Company, evidencing the same debt, and entitled to the same benefits under
     this Indenture, as the Global Notes or Definitive Notes surrendered upon
     such registration of transfer or exchange.

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of the mailing of notice of
     redemption under Section 3.03 and ending at the close of business on such
     day, or (B) to register the transfer of or to exchange any Note so selected
     for redemption in whole or in part, except the unredeemed portion of any
     Note being redeemed in part.

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

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

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

          (ix) Any transfer of any Note shall be made only in compliance with
     applicable Gaming Regulations.

SECTION 2.07. Replacement Notes.

          If any mutilated Note is surrendered to the Trustee or the Company and

he Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of a
written authentication order, shall authenticate a replacement Note if the
Trustee's requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Company may charge for its reasonable out-of-pocket expenses in
replacing a Note.

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

SECTION 2.08. Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof and those described in

<PAGE>   51
                                      -45-


this Section as not outstanding. Except as set forth in Section 2.09, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

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

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

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

SECTION 2.09. Treasury Notes.

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

SECTION 2.10. Temporary Notes.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of a written authentication
order pursuant to Section 2.02, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have
variations that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes in exchange for temporary Notes.

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

SECTION 2.11. Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel and destroy all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation.
Certification of the destruction of all canceled Notes shall be delivered to the
Company. Subject to Section 2.07, the Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

<PAGE>   52
                                      -46-


SECTION 2.12. Defaulted Interest.

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

SECTION 2.13. CUSIP Numbers.

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

          In the event that the Company shall issue and the Trustee shall
authenticate any Notes issued under this Indenture subsequent to the Issue Date
pursuant to the fourth paragraph of Section 2.02, the Company shall use its best
efforts to obtain the same "CUSIP" number for such Notes as is printed on the
Notes outstanding at such time.

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, it shall furnish to the Trustee, at least
30 days but not more than 60 days before a redemption date an Officers'
Certificate setting forth (i) the clause of Section 3.07 pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the redemption price,
(iv) the CUSIP numbers of the Notes to be redeemed and (v) that such redemption
will comply with the conditions contained in this Article 3.

<PAGE>   53
                                      -47-


SECTION 3.02. Selection of Notes to Be Redeemed.

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. No
Notes of a principal amount of $1,000 or less shall be redeemed in part.
Notwithstanding the foregoing, if less than all of the Notes are to be redeemed
pursuant to Section 3.07(b) or purchased pursuant to Section 3.09, the Trustee
shall select the Notes to be redeemed among the Holders of the Notes on a pro
rata basis or on as nearly a pro rata basis as is practicable (subject to DTC
procedures and the requirements of the principal national securities exchange,
if any, on which the Notes are listed). In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount to be redeemed. Notes and portions of Notes
selected shall be in amounts of $1,000 or whole multiples of $1,000. The
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption.

          Subject to the provisions of Section 3.09 and Section 3.10, at least
30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed, by first-class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

          The notice shall identify the Notes to be redeemed, including CUSIP
numbers, and shall state:

          (a) the redemption date;

          (b) the redemption price and the amount of accrued and unpaid
     interest, if any, to be paid;

          (c) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

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

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


<PAGE>   54
                                      -48-


          (f) that, unless the Company defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date and the only remaining right of the Holders is to
     receive payment of the redemption price upon surrender of the applicable
     Note to the Paying Agent;

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

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

          At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

SECTION 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.05. Deposit of Redemption Price.

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

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption unless the payment
thereof is prohibited by the provisions of Article 10. If a Note is redeemed on
or after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date. If
any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01.

<PAGE>   55
                                      -49-


SECTION 3.06. Notes Redeemed in Part.

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

SECTION 3.07. Optional Redemption.

          (a) Except as provided in paragraph (b) below, the Notes are not
redeemable before February 15, 2006. Thereafter, the Company may redeem the
Notes at its option, in whole or in part, upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount thereof) set forth below plus accrued and unpaid interest and Additional
Interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period commencing on February 15 of the years set forth below:

<TABLE>
<CAPTION>

                                                                  Percentage
                                                                  of Principal
       Year                                                          Amount
       ----                                                       ------------
<S>                                                               <C>
       2006.....................................................     105.375%
       2007.....................................................     102.688%
       2008 and thereafter......................................     100.000%
</TABLE>

          (b) Notwithstanding the foregoing, at any time, or from time to time,
on or prior to February 15, 2004, the Company may, at its option, use the net
cash proceeds from one or more Public Equity Offerings to redeem up to 35% of
the principal amount of the Notes issued under this Indenture at a redemption
price of 110.75% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided that

          (i) at least 65% of the principal amount of Notes issued under this
     Indenture on the Issue Date remains outstanding immediately after any such
     redemption; and

          (ii) the Company makes such redemption not more than 90 days after the
     consummation of any such Public Equity Offering.

          (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08. Mandatory Redemption.

          The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

SECTION 3.09. Offer to Purchase by Application of Net Proceeds Offer Amount.

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

<PAGE>   56
                                      -50-


          The Net Proceeds Offer shall remain open for a period of 20 Business
Days following its commencement or such longer period as may be required by
applicable law (the "Offer Period"). No later than the date of the termination
of the Offer Period (the "Purchase Date"), the Company shall purchase an amount
of Notes (and, to the extent required by the terms of any Pari Passu
Indebtedness, an amount of Pari Passu Indebtedness, on a pro rata basis) equal
to the Net Proceeds Offer Amount except as provided in Section 3.02 or, if Notes
in an aggregate principal amount less than the Net Proceeds Offer Amount (less
the portion of the Net Proceeds Offer Amount required to be used to repurchase
Pari Passu Indebtedness) have been tendered, all Notes validly tendered in
response to the Net Proceeds Offer.

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

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

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

          (b) the Net Proceeds Offer Amount, the purchase price and the Purchase
     Date;

          (c) the aggregate amount of Pari Passu Indebtedness to which an offer
     comparable to the Net Proceeds Offer is being made and that, if the Holders
     properly tendering Notes and the holders of Pari Passu Indebtedness
     properly tender such Indebtedness in an amount exceeding the Net Proceeds
     Offer Amount, the tendered Notes and the tendered Pari Passu Indebtedness
     will be purchased on a pro rata basis on the amount of Notes and such
     Indebtedness tendered.

          (d) that any Note not validly tendered or accepted for payment shall
     continue to accrue interest;

          (e) that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Net Proceeds Offer shall cease to
     accrue interest after the Purchase Date and the only remaining right of the
     Holder is to receive payment of the purchase price upon surrender of the
     applicable Note to the Paying Agent;

          (f) that Holders electing to have a portion of a Note purchased
     pursuant to an Net Proceeds Offer may only elect to have such Note
     purchased in integral multiples of $1,000;

          (g) that Holders electing to have a Note purchased pursuant to any Net
     Proceeds Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect

<PAGE>   57
                                      -51-


     Purchase" on the reverse of the Note completed, or transfer by book-entry
     transfer, to the Company, a depositary, if appointed by the Company, or a
     Paying Agent at the address specified in the notice at least three days
     before the Purchase Date;

          (h) that Holders shall be entitled to withdraw their election if the
     Company, the depositary or the Paying Agent, as the case may be, receives,
     not later than the third Business Day before the Purchase Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Note the Holder delivered for purchase
     and a statement that such Holder is withdrawing his election to have such
     Note purchased;

          (i) that, if the aggregate principal amount of Notes surrendered by
     Holders exceeds the Net Proceeds Offer Amount (less the portion of the Net
     Proceeds Offer Amount required to be used to repurchase Pari Passu
     Indebtedness), the Company shall select the Notes to be purchased on a pro
     rata basis (based on amounts tendered and with such adjustments as may be
     deemed appropriate by the Company so that only Notes in denominations of
     $1,000, or integral multiples thereof, shall be purchased); and

          (j) that Holders whose Notes were purchased only in part shall be
     issued a new Note or Notes in principal amount equal to the unpurchased
     portion of the Notes surrendered (or transferred by book-entry transfer) in
     the name of the Holder thereof upon cancellation of the original Note.

          On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary and,
except as provided in Section 3.02, an amount of Notes or portions thereof
validly tendered pursuant to the Net Proceeds Offer equal to the Net Proceeds
Offer Amount (less the portion of the Net Proceeds Offer Amount required to be
used to repurchase Pari Passu Indebtedness), or if less than the Net Proceeds
Offer Amount attributed to the Notes has been validly tendered, all Notes or
portions thereof validly tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09. The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five Business Days after the Purchase Date) mail
or deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Net Proceeds Offer on the Purchase Date.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 and Section 4.10 shall be made pursuant to the
provisions of Sections 3.01 through 3.06.

          To the extent that the provisions of any securities laws or
regulations conflict with this Section 3.09 or Section 4.10, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 3.09 or Section 4.10.

<PAGE>   58


                                      -52-

SECTION 3.10. Redemption Based upon Gaming Laws.

          Notwithstanding any other provision of this Indenture, if any Gaming
Authority requires that a holder or beneficial owner of Notes must be licensed,
qualified, found suitable or otherwise obtain any approval, consent, permit or
finding under any applicable gaming law and such holder or beneficial owner (i)
fails to apply therefor within 30 days (or such shorter period as may be
required by the applicable Gaming Authority) after being requested to do so by
the Gaming Authority or (ii) is denied such license or qualification or not
found suitable or denied such other approval, consent, permit or finding, or
otherwise fails to qualify under applicable Gaming Regulations, the Company
shall have the right, at its option:

          (A) to require any such holder or beneficial owner to dispose of its
     Notes within 30 days (or such earlier date as may be required by the
     applicable Gaming Authority) of receipt of such notice or finding by such
     Gaming Authority or other failure to qualify under applicable Gaming
     Regulations, or

          (B) to call for the redemption of the Notes of such holder or
     beneficial owner at a redemption price equal to

               (a) the least of:

                    (1) the principal amount thereof, together with accrued
               interest and Additional Interest, if any, to the earlier of the
               date of redemption or the date of the denial of license or
               qualification or of the finding of unsuitability or of the denial
               of such other approval, consent, permit or finding by such Gaming
               Authority or other failure to qualify under applicable Gaming
               Regulations,

                    (2) the price at which such holder or beneficial owner
               acquired the Notes, together with accrued interest and Additional
               Interest, if any, to the earlier of the date of redemption or the
               date of the denial of license or qualification or of the finding
               of unsuitability or of the denial of such other approval,
               consent, permit or finding by such Gaming Authority or other
               failure to qualify under applicable Gaming Regulations, and

                    (3) the fair market value of the Notes to be redeemed on the
               date of redemption; or

               (b) such other amount as may be required by applicable law or
          order of such Gaming Authority.

          The Company shall notify the Trustee in writing of any such redemption
as soon as practicable. The holder or beneficial owner applying for a license,
qualification or a finding of suitability, or for any other approval, consent,
permit or finding must pay all costs of the licensure or investigation for such
qualification or finding of suitability.


<PAGE>   59
                                      -53-


          Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.06.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01. Payment of Notes.

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

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

SECTION 4.02. Maintenance of Office or Agency.

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

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

<PAGE>   60
                                      -54-


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

SECTION 4.03. Reports to Holders.

          Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish the
Holders of Notes:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if the Company were required to file such Forms, including: (a) a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" that describes the financial condition and results of
     operations of the Company and its consolidated Subsidiaries (showing in
     reasonable detail, ) either on the face of the financial statements or in
     the footnotes thereto and in Management's Discussion and Analysis of
     Financial Condition and Results of Operations, the financial condition and
     results of operations of the Company and its Restricted Subsidiaries
     separate from the financial condition and results of operations of the
     Unrestricted Subsidiaries of the Company, if any), (b) information with
     respect to the net revenues, EBITDA and operating income for each of the
     Company's principal operating subsidiaries and (c) with respect to the
     annual information only, a report thereon by the Company's certified
     independent accountants; and

          (2) all current reports that would be required to be filed with the
     Commission on Form 8-K if the Company were required to file such reports,
     in each case within the time periods specified in the Commission's rules
     and regulations.

          In addition, whether or not required by the rules and regulations of
the Commission, the Company will file a copy of all such information and reports
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations (unless the Commission will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request. In addition, the Company has agreed that,
for so long as any Notes remain outstanding, it will furnish to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

SECTION 4.04. Compliance Certificate.

          (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and


<PAGE>   61
                                      -55-



what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

          (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05. Payment of Taxes.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.06. Stay, Extension and Usury Laws.

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

SECTION 4.07. Limitation on Restricted Payments.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any distribution (other than
     dividends or distributions payable in Qualified Capital Stock of the
     Company) on or in respect of shares of the Company's Capital Stock to
     holders of such Capital Stock;

          (2) purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company or any warrants, rights or options to purchase
     or acquire shares of any class of such Capital Stock;

          (3) make any principal payment on, purchase, defease, redeem, prepay,
     decrease or otherwise acquire or retire for value, prior to any scheduled
     final maturity, scheduled repayment or scheduled sinking fund payment, any
     Indebtedness of the Company or a Guarantor that is subordinate or junior in
     right of payment to the Notes or a guarantee of the Notes


<PAGE>   62
                                      -56-


     (except for the purchase, defeasance, redemption, prepayment or other
     acquisition of such subordinate or junior Indebtedness in anticipation of
     satisfying a sinking fund obligation, principal installment or final
     maturity, in each case due within one year of the date of acquisition); or

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

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

               (i) a Default or an Event of Default shall have occurred and be
          continuing; or

               (ii) the Company is not able to incur at least $1. 00 of
          additional Indebtedness (other than Permitted Indebtedness) in
          compliance with Section 4.09; or

               (iii) the aggregate amount of Restricted Payments (including such
          proposed Restricted Payment) made subsequent to the Issue Date shall
          exceed the sum of:

                    (v) 50% of the cumulative Consolidated Net Income (or if
               cumulative Consolidated Net Income shall be a loss, minus 100% of
               such loss) of the Company earned subsequent to December 31, 2000
               and on or prior to the date the Restricted Payment occurs (the
               "Reference Date") (treating such period as a single accounting
               period); plus

                    (w) 100% of the aggregate net cash proceeds received by the
               Company from any Person (other than a Subsidiary of the Company)
               from the issuance and sale subsequent to the Issue Date and on or
               prior to the Reference Date of Qualified Capital Stock of the
               Company or warrants, options or other rights to acquire Qualified
               Capital Stock of the Company (but excluding any debt security
               that is convertible into, or exchangeable for, Qualified Capital
               Stock and excluding any net cash proceeds from a Public Equity
               Offering to the extent used to redeem the Notes in compliance
               with Section 3.07(b)); plus

                    (x) the aggregate principal amount (or accreted value, if
               less) of Indebtedness of the Company issued since the Issue Date
               (other than Indebtedness issued to or held by a Subsidiary) that
               has been converted into Qualified Capital Stock (other than
               Capital Stock issued or sold to a Subsidiary);

                    (y) without duplication of any amounts included in clause
               (iii)(w) above, 100% of the aggregate net cash proceeds of any
               equity contribution received by the Company from a holder of the
               Company's Capital Stock (excluding any net cash proceeds from a
               Public Equity Offering to the extent used to redeem the Notes in
               compliance with Section 3.07(b)); plus

<PAGE>   63
                                      -57-


                    (z) without duplication, the sum of:

                         (1) the aggregate amount returned in cash on or with
                    respect to Investments (other than Permitted Investments)
                    made subsequent to the Issue Date whether through interest
                    payments, principal payments, dividends or other
                    distributions or payments;

                         (2) the net cash proceeds received by the Company or
                    any of its Restricted Subsidiaries from the disposition of
                    all or any portion of such Investments (other than to a
                    Subsidiary of the Company); and

                         (3) upon redesignation of an Unrestricted Subsidiary as
                    a Restricted Subsidiary, the fair market value of such
                    Subsidiary; provided, however, that the sum of clauses (1),
                    (2) and (3) above shall not exceed the aggregate amount of
                    all such Investments made subsequent to the Issue Date.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration of such dividend if the dividend would have been permitted on
     the date of declaration;

          (2) if no Default or Event of Default shall have occurred and be
     continuing, the acquisition of any shares of Capital Stock of the Company,
     either (i) solely in exchange for shares of Qualified Capital Stock of the
     Company or (ii) through the application of net proceeds of a substantially
     concurrent sale for cash (other than to a Subsidiary of the Company) of
     shares of Qualified Capital Stock of the Company;

          (3) if no Default or Event of Default shall have occurred and be
     continuing, the acquisition of any Indebtedness of the Company that is
     subordinate or junior in right of payment to the Notes either (i) solely in
     exchange for shares of Qualified Capital Stock of the Company, or (ii)
     through the application of net proceeds of a substantially concurrent sale
     for cash (other than to a Subsidiary of the Company) of (a) shares of
     Qualified Capital Stock of the Company or (b) Refinancing Indebtedness;

          (4) if no Default or Event of Default exists or would result
     therefrom, (A) the Company may pay amounts required for any repurchase,
     redemption or other acquisition for value of any capital stock or options
     to acquire capital stock of the Company held by any director, officer,
     employee or consultant of the Company or any of its Subsidiaries pursuant
     to any equity subscription agreement or stock option agreement or similar
     agreement, or otherwise upon their death, disability, retirement or
     termination of employment or departure from the board of directors of the
     Company (provided that the aggregate price paid for all such repurchased,
     redeemed, acquired or retired capital stock and options (other than
     payments described in clause (4)(B)) shall not exceed (x) $2.0 million in
     any twelve-month period or (y)

<PAGE>   64
                                      -58-


     $5.0 million in the aggregate from and after the Issue Date) and (B) the
     Company may pay amounts required under the Missouri Stock Option Agreements
     in effect on the Issue Date if the trading market for the common stock of
     the Company is not sufficiently liquid as provided therein in an aggregate
     amount not to exceed $3.75 million in each of the four calendar years
     commencing with calendar year 2001; provided that unused amounts may be
     carried forward to succeeding years through the maturity date of the Notes;

          (5) the redemption or repurchase of any Capital Stock or Indebtedness
     of the Company, including the Notes, if required by any Gaming Authority or
     if determined, in the good faith judgment of the Board of Directors, to be
     necessary to prevent the loss or to secure the grant or reinstatement of
     any gaming license or other right to conduct lawful gaming operations; and

          (6) Restricted Payments in an amount not to exceed $10.0 million in
     the aggregate.

In determining the aggregate amount of Restricted Payments made subsequent to
the Issue Date in accordance with clause (iii) of the immediately preceding
paragraph, amounts expended pursuant to clauses (1), (2)(ii), (3)(ii)(a), (4),
(5) (to the extent any payment under clause (5) would have constituted a
Restricted Payment) and (6) shall be included in such calculation. The amount of
all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the assets or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to the Restricted Payment.

SECTION 4.08. Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to:

          (1) pay dividends or make any other distributions on or in respect of
     its Capital Stock;

          (2) make loans or advances or to pay any Indebtedness or other
     obligation owed to the Company or any other Restricted Subsidiary of the
     Company; or

          (3) transfer any of its property or assets to the Company or any other
     Restricted Subsidiary of the Company,

except for such encumbrances or restrictions existing under or by reason of:

          (a) applicable law, including restrictions imposed by applicable
     gaming laws or any applicable Gaming Authority;

          (b) the Notes, the Guarantees and this Indenture;


<PAGE>   65
                                      -59-


          (c) customary non-assignment provisions of any contract or any lease
     governing a leasehold interest of any Restricted Subsidiary of the Company;

          (d) any instrument governing Acquired Indebtedness, which encumbrance
     or restriction is not applicable to any Person, or the properties or assets
     of any Person, other than the Person and its Subsidiaries or the properties
     or assets of the Person so acquired;

          (e) agreements existing on the Issue Date to the extent and in the
     manner such agreements are in effect on the Issue Date, including the
     Credit Agreement;

          (f) the provisions of security or pledge agreements or mortgages (or
     similar agreements) granting a Permitted Lien or restricting transfers of
     the assets secured thereby;

          (g) FF&E Financing, Purchase Money Indebtedness or Capitalized Lease
     Obligations for property acquired in the ordinary course of business that
     impose restrictions of the nature described in clause (3) above on the
     property so acquired; or

          (h) an agreement governing Indebtedness incurred to Refinance the
     Indebtedness issued, assumed or incurred pursuant to an agreement referred
     to in clause (b), (d), (e), (f) or (g) above; provided, however, that the
     provisions relating to such encumbrance or restriction contained in any
     such Indebtedness are not less favorable to the Company in any material
     respect as determined by the Board of Directors of the Company in their
     reasonable and good faith judgment than the provisions relating to such
     encumbrance or restriction contained in agreements referred to in such
     clause (b), (d), (e), (f) or (g).

SECTION 4.09. Limitation on Incurrence of Additional Indebtedness.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time of or as a
consequence of the incurrence of any such Indebtedness, the Company or any of
its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and any Restricted Subsidiary of the Company that is not or will
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company is greater than 2.0 to 1.0.

SECTION 4.10. Limitation on Asset Sales.

          The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly consummate an Asset Sale
unless:

          (1) the Company or the applicable Restricted Subsidiary, as the case
     may be, receives consideration at the time of such Asset Sale at least
     equal to the fair market value of

<PAGE>   66
                                      -60-


     the assets or Capital Stock sold or issued or otherwise disposed of (as
     determined in good faith by the Company's Board of Directors);

          (2) at least 75% of the consideration received by the Company or the
     Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
     the form of cash or Cash Equivalents and is received at the time of such
     disposition; provided that, for purposes of this clause (2) the following
     will be considered "cash" or "Cash Equivalents":

               (a) any Senior Debt or Guarantor Senior Debt that is assumed by
          the transferee of any such assets, to the extent the Company or such
          Restricted Subsidiary is released from any further liability; and

               (b) any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are converted by the Company or such Restricted Subsidiary into cash
          or Cash Equivalents (to the extent of the cash or Cash Equivalents
          received) within 30 days after receipt;

          (3) upon the consummation of an Asset Sale, the Company shall apply,
     or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
     (excluding amounts received and considered as "cash" or "Cash Equivalents"
     pursuant to clause (2)(a) above) relating to such Asset Sale within 365
     days of receipt thereof either:

               (a) to repay any Senior Debt or Guarantor Senior Debt and, in the
          case of any Senior Debt or Guarantor Senior Debt under any revolving
          credit facility, effect a permanent reduction in the availability
          under such revolving credit facility;

               (b) to make an investment in properties and assets that replace
          the properties and assets that were the subject of such Asset Sale, in
          the Capital Stock of a Person that becomes a Restricted Subsidiary as
          a result of such investment and that is engaged primarily in a
          Permitted Line of Business or in properties and assets that will be
          used by the Company and its Restricted Subsidiaries in a Permitted
          Business ("Replacement Assets"); and/or

               (c) a combination of prepayment and investment permitted by the
          foregoing clauses (3)(a) and (3)(b).

          Pending the final application of any such Net Cash Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Cash Proceeds in any manner that is not prohibited by this Indenture.
On the 366th day after an Asset Sale or such earlier date, if any, as the Board
of Directors of the Company or of such Restricted Subsidiary determines not to
apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(3)(a), (3)(b) and 3(c) of the preceding paragraph (each, a "Net Proceeds Offer
Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (3)(a), (3)(b) and 3(c) of the preceding paragraph (each a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary to
make an offer (the "Net Proceeds Offer") to all holders of Notes pursuant to
Section 3.09 and, to the extent required by the


<PAGE>   67
                                      -61-


terms of any Pari Passu Indebtedness, an offer to purchase to all holders of
such Pari Passu Indebtedness, on a date (the "Net Proceeds Offer Payment Date")
not less than 30 nor more than 60 days following the applicable Net Proceeds
Offer Trigger Date, from all Holders (and holders of any such Pari Passu
Indebtedness) on a pro rata basis, that amount of Notes (and Pari Passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount thereof to be purchased, plus accrued and unpaid interest
thereon, if any, to the date of purchase; provided, however, that if at any time
any non-cash consideration received by the Company or any Restricted Subsidiary
of the Company, as the case may be, in connection with any Asset Sale is
converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this covenant.

          The Company may defer the Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0
million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to this paragraph).

          Notwithstanding the first two paragraphs of this covenant, the Company
and its Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with such paragraphs to the extent that:

          1.   at least 75% of the consideration for such Asset Sale constitutes
               Replacement Assets; and

          2.   such Asset Sale is for fair market value; provided that any
               consideration not constituting Replacement Assets received by the
               Company or any of its Restricted Subsidiaries in connection with
               any Asset Sale permitted to be consummated under this paragraph
               shall constitute Net Cash Proceeds subject to the provisions of
               the first two paragraphs of this covenant.

          In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this covenant, and
shall comply with the provisions of this covenant (other than the first
paragraph of this covenant) with respect to such deemed sale as if it were an
Asset Sale. In addition, the fair market value of such properties and assets of
the Company or its Restricted Subsidiaries deemed to be sold shall be deemed to
be Net Cash Proceeds for purposes of this covenant.

          Each Net Proceeds Offer will be mailed to the record Holders as shown
on the register of Holders within 25 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in Section 3.09. Upon completion of a Net Proceeds Offer (including
payment of the purchase price for Notes duly tendered) the Net Cash Proceeds
that were the subject to such offer shall cease to be Net Cash Proceeds and the
Company or Res

<PAGE>   68
                                      -62-


tricted Subsidiary that engaged in the Asset Sale, as applicable, may use the
remaining Net Cash Proceeds for general corporate purposes.

          The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section 4.10
or Section 3.09, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.10 or Section 3.09 by virtue thereof.

SECTION 4.11. Limitation on Transactions with Affiliates.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under the third
paragraph of this covenant and (y) Affiliate Transactions on terms that are no
less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary.

          All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $2.0 million
shall be approved by the Board of Directors of the Company or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined in its good faith
judgment that such transaction complies with the foregoing provisions. If the
Company or any Restricted Subsidiary of the Company enters into an Affiliate
Transaction (or a series of related Affiliate Transactions related to a common
plan) that involves an aggregate fair market value of more than $10.0 million,
the Company or such Restricted Subsidiary, as the case may be, shall, prior to
the consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.

          The restrictions set forth in the first and second paragraphs of this
covenant shall not apply to:

          (1) reasonable fees and compensation paid to, indemnity provided on
     behalf of, and any benefits provided pursuant to any employee benefit plan
     or any similar arrangement (including any option or stock purchase plan) on
     behalf of, officers, directors, employees or consultants of the Company or
     any Restricted Subsidiary of the Company as determined in good faith by the
     Company's Board of Directors or senior management;

          (2) transactions exclusively between or among the Company and any of
     its Restricted Subsidiaries or exclusively between or among such Restricted
     Subsidiaries; provided that such transactions are not otherwise prohibited
     by this Indenture and; provided, further, in


<PAGE>   69
                                      -63-


     each case, that no Affiliate of the Company (other than another Restricted
     Subsidiary or a director owning qualifying shares) owns Capital Stock of
     any such Restricted Subsidiary;

          (3) any agreement as in effect as of the Issue Date or any amendment
     thereto or any transaction contemplated thereby (including pursuant to any
     amendment thereto) in any replacement agreement thereto so long as any such
     amendment or replacement agreement is not more disadvantageous to the
     Holders in any material respect than the original agreement as in effect on
     the Issue Date;

          (4) loans or advances to officers or employees of the Company or any
     Restricted Subsidiary made in the ordinary course of business of the
     Company or such Restricted Subsidiary in accordance with the past practice
     of the Company; provided that any such loan in excess of $250,000 must be
     approved by a majority of the members of the Board of Directors who are
     disinterested in the transaction;

          (5) Restricted Payments permitted by this Indenture; and

          (6) the issuance of Qualified Capital Stock.

SECTION 4.12. Limitation on Liens.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless:

          (1) in the case of Liens securing Indebtedness that is expressly
     subordinate or junior in right of payment to the Notes, the Notes are
     secured by a Lien on such property, assets or proceeds that is senior in
     priority to such Liens, in each case until such time as such Liens no
     longer secure other Indebtedness or obligations; and

          (2) in all other cases, the Notes are equally and ratably secured, in
     each case until such time as such Liens no longer secure other Indebtedness
     or obligations, except for:

               (a) Liens existing as of the Issue Date to the extent and in the
          manner such Liens are in effect on the Issue Date;

               (b) Liens securing Senior Debt and Liens securing Guarantor
          Senior Debt;

               (c) Liens securing the Notes and the Guarantees;

               (d) Liens of the Company or a Guarantor on assets of any
          Restricted Subsidiary of the Company;

<PAGE>   70
                                      -64-


               (e) Liens securing Refinancing Indebtedness which is incurred to
          Refinance any Indebtedness which has been secured by a Lien permitted
          under this Indenture and which has been incurred in accordance with
          the provisions of this Indenture; provided, however, that such Liens:
          (i) are not materially less favorable to the Holders and are not
          materially more favorable to the lienholders with respect to such
          Liens than the Liens in respect of the Indebtedness being Refinanced;
          and (ii) do not extend to or cover any property or assets of the
          Company or any of its Restricted Subsidiaries not securing the
          Indebtedness so Refinanced; and

               (g) Permitted Liens.

SECTION 4.13. Conduct of Business.

          The Company and its Restricted Subsidiaries will not engage in any
businesses other than Permitted Lines of Business.

SECTION 4.14. Corporate Existence.

          Subject to Article 5 and Section 11.06, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
(i) its corporate existence, and the corporate, partnership or other existence
of each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Restricted
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, if the Board of Directors
shall determine in good faith that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.15. Offer to Repurchase upon Change of Control.

          (a) Upon the occurrence of a Change of Control (the date of such
occurrence, the "Change of Control Date"), each Holder shall have the right to
require the purchase of all or a portion of such Holder's Notes pursuant to an
offer to purchase (the "Change of Control Offer") at a purchase price equal to
101% of the principal amount thereof plus accrued interest thereon to the date
of purchase. Prior to the mailing of the notice to the Holders and the Trustee
provided for in paragraphs (b) and (c) below but in any event within 30 days
following any Change of Control, the Company hereby covenants to (i) repay in
full and terminate all commitments under Indebtedness under the Credit Agreement
and all other Senior Debt the terms of which require repayment upon a Change of
Control (or that prohibits a Change of Control Offer) or to offer to repay in
full and terminate all commitments under all Indebtedness under the Credit
Agreement and all other such Senior Debt and to repay the Indebtedness of each
lender which has accepted such offer or (ii) obtain the requisite consents under
the Credit Agreement and all other such Senior Debt to permit the repurchase of
the Notes as provided for in paragraph (d) below. The Company shall first comply
with the covenant in the imme-
<PAGE>   71
                                      -65-


diately preceding sentence before it shall be required to repurchase the Notes
pursuant to this Section 4.15.

          (b) The notice to the Holders and the Trustee shall contain all
instructions and materials necessary to enable the Holders to tender Notes
pursuant to the Change of Control Offer. The notice will govern the terms of the
Change of Control Offer.

          (c) Within 30 days following the Change of Control Date the Company
shall send, by first class mail, a notice to the Holders and the Trustee
stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes validly tendered will be accepted for
     payment;

          (2) the purchase price and the purchase date, which shall be a
     Business Day that is no earlier than 30 days nor later than 60 days from
     the date such notice is mailed (the "Offer Payment Date") other than as may
     be required by law;

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

          (4) that any Note accepted for payment pursuant to the Change of
     Control Offer shall cease to accrue interest after the Offer Payment Date
     unless the Company shall default in the payment of the purchase price of
     the Notes and the only remaining right of the Holder is to receive payment
     of the purchase price upon surrender of the applicable Note to the Paying
     Agent;

          (5) that Holders electing to have a portion of a Note purchased
     pursuant to a Change of Control Offer may only elect to have such Note
     purchased in integral multiples of $1,000;

          (6) that if a Holder elects to have a Note purchased pursuant to the
     Change of Control Offer it will be required to surrender the Note, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Note completed, or transfer by book-entry transfer, to the Paying Agent at
     the address specified in the notice prior to the close of business on the
     third Business Day prior to the Offer Payment Date;

          (7) that a Holder will be entitled to withdraw its election if the
     Company or the Trustee receives, not later than the third Business Day
     preceding the Offer Payment Date, a telegram, telex, facsimile transmission
     or letter setting forth the name of such Holder, the principal amount of
     Notes such Holder delivered for purchase, and a statement that such Holder
     is withdrawing its election to have such Note purchased;

          (8) that if Notes are purchased only in part a new Note of the same
     type will be issued in principal amount equal to the unpurchased portion of
     the Notes surrendered; and

          (9) that Holders whose Notes were purchased only in part shall be
     issued a new Note or Notes in principal amount equal to the unpurchased
     portion of the Notes surrendered

<PAGE>   72
                                      -66-


     (or transferred by book-entry transfer) in the name of the Holder upon
     cancellation of the original Note.

          (d) On or before the Offer Payment Date, the Company shall, to the
extent lawful, accept for payment, all Notes or portions thereof validly
tendered pursuant to the Change of Control Offer, and shall deliver to the
Trustee an Officers' Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 4.15. The Company, the Depositary or the Paying Agent, as the case may
be, shall promptly (but in any case not later than five days after the Offer
Payment Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written request from the Company shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Change of Control Offer on the Offer
Payment Date.

          (e) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Notes pursuant to an offer hereunder. To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section by
virtue thereof.

          (f) The Company is not required to make a Change of Control Offer upon
a Change of Control if a third party (i) makes the Change of Control Offer in
the manner and at the time and otherwise in compliance with the terms of this
Section, and (ii) purchases all Notes validly tendered and not withdrawn under
the Change of Control Offer.

SECTION 4.16. Prohibition on Incurrence of Senior Subordinated Debt.

          The Company will not, and will not permit any Restricted Subsidiary
that is a Guarantor to, directly or indirectly incur or suffer to exist any
Indebtedness that by its terms would rank senior in right of payment to the
Notes or any Guarantee, as the case may be, and would rank subordinate in right
of payment to any other Indebtedness of the Company or such Guarantor, as the
case may be.

SECTION 4.17. Additional Subsidiary Guarantees.

          If the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any Restricted Subsidiary that is not a Guarantor,
or if the Company or any of its Restricted Subsidiaries shall organize, acquire
or otherwise invest in another Restricted Subsidiary having total assets with a
book value in excess of $500,000, then, such transferee or acquired or other
Restricted Subsidiary shall:

          (1) execute and deliver to the Trustee a supplemental indenture in
     form reasonably satisfactory to the Trustee pursuant to which such
     Restricted Subsidiary shall uncondi-


<PAGE>   73
                                      -67-


     tionally guarantee all of the Company's obligations under the Notes and
     this Indenture on the terms set forth in this Indenture; and

          (2) deliver to the Trustee an opinion of counsel that such
     supplemental indenture has been duly authorized, executed and delivered by
     such Restricted Subsidiary and constitutes a legal, valid, binding and
     enforceable obligation of such Restricted Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of
this Indenture.

SECTION 4.18. Limitation on Preferred Stock of Restricted Subsidiaries.

          The Company will not permit any of its Restricted Subsidiaries that
are not Guarantors to issue any Preferred Stock (other than to the Company or to
a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary of the Company that is not a
Guarantor.

SECTION 4.19. Gaming Approvals.

          Restrictions on the transfer of the Capital Stock of the Company's
License Subsidiaries licensed in Nevada, Missouri, Iowa, Mississippi or other
jurisdictions, and agreements not to encumber such Capital Stock, in each case,
in respect of the Notes, are not effective without the prior approval of the
applicable Gaming Authorities. No License Subsidiary will be subject to such
restrictions until the earlier of such time (the "Applicable Date") as (1) prior
approval of such restrictions with respect to such License Subsidiary is
received from the applicable Gaming Authorities or (2) a registered public
offering of the notes is made pursuant to a prior approval of the applicable
Gaming Authorities of such offering that includes a prior approval of such
restrictions with respect to such License Subsidiary. Such prior approval has
been obtained with respect to the Company's Licensed Subsidiaries in Missouri,
Iowa and Mississippi as of the Issue Date. The Company will use commercially
reasonable efforts to cause the Applicable Date to occur for each other License
Subsidiary at the earliest practicable time.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation and Sale of Assets.

          The Company will not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any
Person unless:


<PAGE>   74
                                      -68-


          (1) either:

               (a) the Company shall be the surviving or continuing corporation;
          or

               (b) the Person (if other than the Company) formed by such
          consolidation or into which the Company is merged or the Person which
          acquires by sale, assignment, transfer, lease, conveyance or other
          disposition the properties and assets of the Company and of the
          Company's Restricted Subsidiaries substantially as an entirety (the
          "Surviving Entity"):

                    (x) shall be a corporation organized and validly existing
               under the laws of the United States or any State thereof or the
               District of Columbia; and

                    (y) shall expressly assume, by supplemental indenture (in
               form and substance satisfactory to the Trustee), executed and
               delivered to the Trustee, the due and punctual payment of the
               principal of, and premium, if any, and interest on all of the
               Notes and the performance of every covenant of the Notes, this
               Indenture and the Registration Rights Agreement on the part of
               the Company to be performed or observed;

          (2) immediately after giving effect to such transaction and the
     assumption contemplated by clause (1)(b)(y) above (including giving effect
     to any Indebtedness and Acquired Indebtedness incurred or anticipated to be
     incurred in connection with or in respect of such transaction), the Company
     or such Surviving Entity, as the case may be, (a) shall have a Consolidated
     Net Worth equal to or greater than the Consolidated Net Worth of the
     Company immediately prior to such transaction and (b) shall be able to
     incur at least $1.00 of additional Indebtedness (other than Permitted
     Indebtedness) pursuant to Section 4.09;

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

          (4) the Company or the Surviving Entity shall have delivered to the
     Trustee an officers' certificate and an opinion of counsel, each stating
     that such consolidation, merger, sale, assignment, transfer, lease,
     conveyance or other disposition and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     comply with the applicable provisions of this Indenture and that all
     conditions precedent in this Indenture relating to such transaction have
     been satisfied.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or sub-

<PAGE>   75
                                      -69-


stantially all of the properties and assets of the Company, shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

          Any merger or consolidation of a Guarantor with and into the Company
(with the Company being the surviving entity) or another Guarantor that is a
Wholly Owned Restricted Subsidiary of the Company need only comply with clause
(4) of this Section 5.01.

SECTION 5.02. Successor Corporation Substituted.

          Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Company in accordance with the
foregoing, in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, lease or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Notes with the same effect as if such surviving entity
had been named as such, and the Company shall be released from the obligations
under the Notes and this Indenture except in the case of a lease of the
Company's assets and except with respect to any obligations under the Notes and
this Indenture that arise from, or related to, such transaction.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

          "Events of Default" are:

          (a) the failure to pay interest on any Notes when the same becomes due
and payable and the default continues for a period of 30 days (whether or not
such payment shall be prohibited by Articles 10 or 12);

          (b) the failure to pay the principal on any Notes, when such principal
becomes due and payable, at maturity, upon redemption or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or a Net Proceeds Offer) (whether or not such payment shall be
prohibited by Articles 10 or 12);

          (c) a default in the observance or performance of any other covenant
or agreement contained in this Indenture which default continues for a period of
30 days after the Company receives written notice specifying the default (and
demanding that such default be remedied) from the Trustee or the Holders of at
least 25% of the outstanding principal amount of the Notes (except in the case
of a default with respect to Section 5.01, which will constitute an Event of
Default with such notice requirement but without such passage of time
requirement);

          (d) the failure to pay at final maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness of the Company or any Re-

<PAGE>   76
                                      -70-


stricted Subsidiary of the Company, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded, annulled
or otherwise cured within 20 days of receipt by the Company or such Restricted
Subsidiary of notice of any such acceleration), if the aggregate principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness in default for failure to pay principal at final maturity or
which has been accelerated (in each case with respect to which the 20-day period
described above has elapsed), aggregates $10.0 million or more at any time;

          (e) one or more judgments in an aggregate amount in excess of $10.0
million shall have been rendered against the Company or any of its Restricted
Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a
period of 60 days after such judgment or judgments become final and
non-appealable;

          (f) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of Bankruptcy laws:

               (i) commences a voluntary case;

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

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

               (iv) makes a general assignment for the benefit of its creditors;

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

               (i) is for relief against the Company or any of its Significant
          Subsidiaries;

               (ii) appoints a custodian of the Company or any of its
          Significant Subsidiaries or for all or substantially all of the
          property of the Company or any of its Significant Subsidiaries; or

               (iii) orders the liquidation of the Company or any of its
          Significant Subsidiaries;

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

          (h) any Guarantee of a Significant Subsidiary ceases to be in full
force and effect or any Guarantee of a Significant Subsidiary is declared to be
null and void and unenforceable or any Guarantee of a Significant Subsidiary is
found to be invalid or any Guarantor that is a Significant Subsidiary denies its
liability under its Guarantee (other than by reason of release of a Guarantor in
accordance with the terms of the Indenture); or

<PAGE>   77
                                      -71-


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

SECTION 6.02. Acceleration.

          If an Event of Default (other than an Event of Default specified in
Sections 6.01(f) and (g) with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Notes may declare the principal of and accrued interest on all the
Notes to be due and payable by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that it is a "notice of
acceleration" (the "Acceleration Notice"), and the same:

          (a) shall become immediately due and payable; or

          (b) if there are any amounts outstanding under the Credit Agreement,
     shall become immediately due and payable upon the first to occur of an
     acceleration under the Credit Agreement or 5 business days after receipt by
     the Company and the Representative under the Credit Agreement of such
     Acceleration Notice but only if such Event of Default is then continuing.

          If an Event of Default specified in Section 6.01(f) and (g) with
respect to the Company occurs and is continuing, then all unpaid principal of,
and premium, if any, and accrued and unpaid interest on all of the outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.

          At any time after a declaration of acceleration with respect to the
Notes as described in the preceding paragraph, the Holders of a majority in
principal amount of the Notes may rescind and cancel such declaration and its
consequences:

          (c) if the rescission would not conflict with any judgment or decree;

          (d) if all existing Events of Default have been cured or waived except
     nonpayment of principal or interest that has become due solely because of
     the acceleration;

          (e) to the extent the payment of such interest is lawful, interest on
     overdue installments of interest and overdue principal, which has become
     due otherwise than by such declaration of acceleration, has been paid;

          (f) if the Company has paid the Trustee its reasonable compensation
     and reimbursed the Trustee for its expenses, disbursements and advances;
     and

<PAGE>   78
                                      -72-


          (g) in the event of the cure or waiver of an Event of Default of the
     type described in Sections 6.01(f) and (g), the Trustee shall have received
     an officers' certificate and an opinion of counsel that such Event of
     Default has been cured or waived. No such rescission shall affect any
     subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies.

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

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

SECTION 6.04. Waiver of Past Defaults.

          The Holders of not less than a majority in aggregate principal amount
of the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes) may, by notice to
the Trustee, on behalf of the Holders of all the Notes waive any past Default
hereunder and its consequences, except a Default:

               (a) in the payment of the principal (or premium, if any) or
          interest on any Note (including any Note which is required to have
          been purchased pursuant to an offer to purchase that the Company is
          required to make under this Indenture); or

               (b) in respect of a Section of this Indenture which cannot be
          modified or amended without the consent of the holder of each
          outstanding Note affected.

          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; provided, however, no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority.

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

          In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
from the Company satisfactory to it against any fees, loss, liability, cost or
expense caused by taking such action or following such direction.
<PAGE>   79
                                      -73-


SECTION 6.06. Limitation on Suits.

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

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

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

          (c) such Holder of a Note or Holders of Notes offer and, if requested,
     provide to the Trustee indemnity satisfactory to the Trustee against any
     loss, liability or expense;

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

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

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

SECTION 6.07. Rights of Holders of Notes to Receive Payment.

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

SECTION 6.08. Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(f) or (g) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal amount of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any amounts due the Trustee under Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or

<PAGE>   80
                                      -74-


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

SECTION 6.10. Priorities.

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

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

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

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

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

SECTION 6.11. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a

<PAGE>   81
                                      -75-


Note pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

SECTION 6.12. 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 case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
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.

                                    ARTICLE 7

                                     TRUSTEE


SECTION 7.01. Duties of Trustee.

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

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

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

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

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

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

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Trust Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and
<PAGE>   82
                                      -76-


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

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

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture or to
take any action at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

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

SECTION 7.02. Rights of Trustee.

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

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

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

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

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

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


<PAGE>   83
                                      -77-


SECTION 7.03. Individual Rights of Trustee.

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

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

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

          (b) If a Default or Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice
of the Default or Event of Default no later than 30 days after it is known to a
Responsible Trust Officer or written notice if it received by the Trustee.
Except in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

SECTION 7.06. Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15 beginning with May 15, 2001, and for
so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes

<PAGE>   84

                                      -78-


are listed on any stock exchange.

SECTION 7.07. Compensation and Indemnity.

          The Company and the Guarantors shall jointly and severally pay to the
Trustee from time to time such compensation for its acceptance of this Indenture
and services hereunder as the parties shall agree from time to time. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company and the Guarantors shall jointly and
severally reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

          The Company and the Guarantors shall jointly and severally indemnify
the Trustee, its directors, officers, agents and employees, and each predecessor
Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of this
trust and its duties under this Indenture, including the costs and expenses
(including reasonable attorney's fees) of enforcing this Indenture against the
Company and the Guarantors (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company and the Guarantors or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its gross negligence, bad
faith or willful misconduct. The Trustee shall notify the Company and the
Guarantors promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company and the Guarantors shall not relieve the
Company and the Guarantors of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company and the Guarantors need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

          The obligations of the Company and the Guarantors under this Section
7.07 shall survive the resignation and removal of the Trustee and the
satisfaction and discharge of this Indenture.

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

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

          The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

<PAGE>   85
                                      -79-


SECTION 7.08. Replacement of Trustee.

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

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

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

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

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

          (d) the Trustee becomes incapable of acting.

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

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

          If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

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

<PAGE>   86
                                      -80-


SECTION 7.09. Successor Trustee by Merger, etc.

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

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes 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 Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities, that meets any requirements under applicable Gaming Regulations,
and that has a combined capital and surplus of at least $25.0 million as set
forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b). If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.10, the Trustee shall resign
immediately in the manner and with the effect specified in this Article 7

SECTION 7.11. Preferential Collection of Claims Against Company.

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

SECTION 7.12. Trustee Obligations to Holders of Senior Debt.

          With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in Article 10, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Indenture against the Trustee.
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
pay over or distribute to or on behalf of Holders or the Company or any other
Person money or assets to which any holders of Senior Debt shall be entitled by
virtue of Article 10, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

<PAGE>   87
                                      -81-


                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

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

SECTION 8.02. Legal Defeasance and Discharge.

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

          (a) the rights of Holders of outstanding Notes to receive solely from
     the trust fund described in Section 8.04(a), and as more fully set forth in
     such Section, payments in re spect of the principal amount of, premium, if
     any, and interest on such Notes when such payments are due,

          (b) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02,

          (c) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's obligations in connection therewith, and

          (d) this Article 8.

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

SECTION 8.03. Covenant Defeasance.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04, the Company shall be released from its obligations
under the covenants contained in Sections 3.09, 4.03, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 and the Guarantors shall be released
from their

<PAGE>   88
                                      -82-


obligations under Section 11.06 with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes and Guarantee shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
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 covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
of the option applicable to this Section 8.03 and subject to the satisfaction of
the conditions set forth in Section 8.04, the failure to comply with the terms
of Sections 6.01(d), 6.01(e), 6.01(h) and 6.01(i) shall not constitute Events of
Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes:

          (a) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders cash in United States dollars, non-callable
     Government Securities, or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally rec ognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay the principal of, premium, if any, and interest on
     the Notes on the stated date for payment thereof or on the applicable
     redemption date, as the case may be, in each case in accordance with the
     terms of this Indenture and the Notes;

          (b) in the case of an election under Section 8.02, the Company shall
     have delivered to the Trustee an Opinion of 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 of this Indenture, 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
     Counsel shall confirm that, the Holders will not recognize income, gain or
     loss for federal income tax purposes as a result of such Legal Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

<PAGE>   89
                                      -83-


          (c) in the case of an election under Section 8.03, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders 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 shall have occurred and be
     continuing on the date of such deposit or insofar as Section 6.01(f) or (g)
     are concerned, at any time in the period ending on the 91st day after the
     date of deposit;

          (e) such Legal 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 of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     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 over any other creditors of the Company or
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others;

          (g) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with; and

          (h) the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that:

               (i) the trust funds will not be subject to any rights of holders
          of Senior Debt, including, without limitation, those arising under
          this Indenture; and

               (ii) assuming no intervening bankruptcy of the Company between
          the date of deposit and the 91st day following the date of deposit and
          that no Holder is an insider of the Company, after the 91st day
          following the date of deposit, the trust funds will not be subject to
          the effect of any applicable bankruptcy, insolvency, reorganization or
          similar laws affecting creditors' rights generally or, in the case of
          Covenant Defeasance, will be subject to a first priority Lien in favor
          of the Trustee for the benefit of the Holders.

          Notwithstanding the foregoing, the Opinion of Counsel required by
clause (b) above with respect to a Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (1) have become
due and payable or (2) will become due and payable on the maturity date within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.


<PAGE>   90
                                      -84-


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

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

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

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

SECTION 8.06. Satisfaction and Discharge.

          This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
the Notes, as expressly provided for in this Indenture) as to all outstanding
Notes when:

          (1) either:

               (a) all the Notes theretofore authenticated and delivered (except
          lost, stolen or destroyed Notes which have been replaced or paid and
          Notes for whose payment money 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) have been delivered to
          the Trustee for cancellation; or

               (b) all Notes not theretofore delivered to the Trustee for
          cancellation have become due and payable, pursuant to an optional
          redemption notice or otherwise, and the Company has irrevocably
          deposited or caused to be deposited with the Trustee funds in an
          amount sufficient to pay and discharge the entire Indebtedness on the
          Notes not theretofore delivered to the Trustee for cancellation, for
          principal of, premium, if any, and interest on the Notes to the date
          of deposit together with irrevocable instructions from the Company
          directing the Trustee to apply such funds to the payment thereof at
          maturity or redemption, as the case may be;

<PAGE>   91
                                      -85-


               (2) the Company has paid all other sums payable under this
          Indenture by the Company; and

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel stating that all conditions
          precedent under this Indenture relating to the satisfaction and
          discharge of this Indenture have been complied with.

SECTION 8.07. Repayment to Company.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter, as a 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), 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 or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.08. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03, 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 Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03, as the case may
be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

SECTION 8.09. Survival.

          The Trustee's rights under this Article 8 shall survive termination of
this Indenture.

<PAGE>   92
                                      -86-


                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER


SECTION 9.01. Without Consent of Holders of Notes.

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

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

          (b) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 (including the
     related definitions) in a manner that does not materially adversely affect
     any Holder;

          (c) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes by a successor to the Company or a
     Guarantor pursuant to Article 5 or Article 11;

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

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

          (f) to allow any Guarantor to execute a supplemental indenture and/or
     a Guarantee with respect to the Notes or to provide for the release of a
     Guarantee in compliance with this Indenture; or

          (g) to evidence and provide for the acceptance of appointment under
     this Indenture of a successor Trustee.

          Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 and 9.06,
the Trustee shall join with the Company and the Guarantors in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

          Except as provided in this Section 9.02, this Indenture, the
Guarantees and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal

<PAGE>   93
                                      -87-


amount of the Notes then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture, the Guarantees or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

          Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Sections 7.02 and 9.06, the Trustee shall join with
the Company in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

          After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes) may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (b) reduce the rate of or change or have the effect of changing the
     time for payment of interest, including defaulted interest, on any Note;

          (c) reduce the principal of or change or have the effect of changing
     the fixed maturity of any Note or change the date on which any Notes may be
     subject to redemption or reduce the redemption price therefor;

          (d) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the

<PAGE>   94
                                      -88-


     Holders of at least a majority in aggregate principal amount of the then
     outstanding Notes, and a waiver of the payment default that resulted from
     such acceleration);

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

          (f) make any change in the provisions of this Indenture relating to
     the right of each Holder of Notes to receive payments of principal of and
     interest on such Note on or after the due date thereof or to bring suit to
     enforce such payment (except a rescission of acceleration of the Notes by
     the Holders of at least a majority in aggregate principal amount of the
     Notes and a waiver of the payment default that resulted from such
     acceleration), or permitting Holders of a majority in principal amount of
     Notes to waive Defaults or Events of Default;

          (g) after the Company's obligation to purchase Notes arises
     thereunder, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or make and consummate a Net Proceeds Offer
     with respect to any Asset Sale that has been consummated or, after such
     Change of Control has occurred or such Asset Sale has been consummated,
     modify any of the provisions or definitions with respect thereto;

          (h) modify or change any provision of this Indenture or the related
     definitions affecting the subordination or ranking of the Notes or any
     Guarantee in a manner which adversely affects the Holders;

          (i) release any Guarantor that is a Significant Subsidiary from any of
     its obligations under its Guarantee or this Indenture otherwise than in
     accordance with the terms of this Indenture; or

          (j) make any change in the foregoing amendment and waiver provisions
     (except to increase any percentage set forth therein).

SECTION 9.03. Compliance with Trust Indenture Act.

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

SECTION 9.04. Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

<PAGE>   95
                                      -89-


SECTION 9.05. Notation on or Exchange of Notes.

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

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 12.04, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and applicable Gaming Regulations.

                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01. Securities Subordinated to Senior Debt.

          Anything herein to the contrary notwithstanding, the Company, for
itself and its successors, and each Holder agrees that the payment of all
Obligations owing under the Notes to the Holders is subordinated, to the extent
and in the manner provided in this Article 10, to the prior payment in full in
cash or Cash Equivalents, or such payment duly provided for to the satisfaction
of the holders of Senior Debt, of all Obligations on Senior Debt (including the
Senior Debt Obligations with respect to the Credit Agreement, whether
outstanding on the Issue Date or thereafter incurred). Notwithstanding the
provisions of this Article 10, payments and distributions made relating to the
Notes pursuant to a trust fund established under Section 8.04(a) pursuant to the
terms of Article 8 (to the extent such trust fund did not result in a breach or
violation of, or constitute a default under, the Credit Agreement) or as
required under Section 3.10 shall not be subordinated to Senior Debt under this
Article 10.

          This Article 10 shall constitute a continuing offer to all Persons who
become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

<PAGE>   96
                                      -90-


SECTION 10.02. Suspension of Payment When Senior Debt Is in Default.

          (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Senior Debt
(including, without limitation, guarantees of the foregoing items which
constitute Senior Debt) (a "Payment Default"), then no payment or distribution
of any kind or character shall be made by or on behalf of the Company or any
other Person on its or their behalf with respect to any Obligations owing under
the Notes or to acquire any of the Notes for cash or property or otherwise until
such Payment Default (and all other Payment Defaults) shall have been cured or
waived in accordance with the terms of the documentation governing the
respective Senior Debt or ceased to exist or all Senior Debt with respect to
which any Payment Default has occurred and is continuing shall have been
discharged or paid in full in cash or Cash Equivalents.

          (b) If any event of default (other than a Payment Default) occurs and
is continuing with respect to any Designated Senior Debt (as such event of
default is defined in the instrument creating or evidencing such Designated
Senior Debt) permitting the holders of such Designated Senior Debt then
outstanding to accelerate the maturity thereof (a "Non-payment Default"), and if
the Representative for the respective issue of Designated Senior Debt gives
notice of the event of default to the Trustee stating that such notice is a
payment blockage notice (a "Payment Blockage Notice"), then during the period
(the "Payment Blockage Period") beginning upon the delivery of such Payment

          Blockage Notice and ending on the earlier of (x) all events of default
with respect to all Designated Senior Debt have been cured or waived or ceased
to exist, (y) 180 days after the date on which the applicable Payment Blockage
Notice is received, or (z) the Trustee receives notice thereof from the
Representative for the respective issue of Designated Senior Debt terminating
the Payment Blockage Period, neither the Company nor any other Person on its
behalf shall (i) make any payment of any kind or character with respect to any
Obligations owing under the Notes or (ii) acquire any of the Notes for cash or
property or otherwise. Notwithstanding anything herein to the contrary, (x) in
no event will a Payment Blockage Period extend beyond 180 days from the date the
applicable Payment Blockage Notice is received by the Trustee and (y) only one
such Payment Blockage Period may be commenced within any 360 consecutive days.
For all purposes of this Section 10.02(b), no event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Debt shall be, or be made, the basis for
the commencement of a second Payment Blockage Period by the Representative of
such Designated Senior Debt whether or not within a period of 360 consecutive
days, unless such event of default shall have been cured or waived for a period
of not less than 90 consecutive days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period ending after the
date of commencement of such Payment Blockage Period that, in either case, would
give rise to an event of default pursuant to any provisions under which an event
of default previously existed or was continuing shall constitute a new event of
default for this purpose).

          (c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or the Holder when such payment is prohibited
by the foregoing provisions of this Section 10.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt (pro rata to such holders on the basis of the respective amount of
Senior Debt held by such holders) or their respective Representatives, as their
respective interests


<PAGE>   97
                                      -91-


may appear. The Trustee shall be entitled to rely on information regarding
amounts then due and owing on the Senior Debt, if any, received from the holders
of Senior Debt (or their Representatives) or, if such information is not
received from such holders or their Representatives, from the Company and only
amounts included in the information provided to the Trustee shall be paid to the
holders of Senior Debt.

          Nothing contained in this Article 10 shall limit the right of the
Trustee or the Holders to take any action to accelerate the maturity of the
Notes and all other Obligations owing under the Notes pursuant to Article 6 or
to pursue any rights or remedies hereunder; provided that all Senior Debt
thereafter due or declared to be due shall first be paid in full in cash or Cash
Equivalents before the Holders are entitled to receive any payment of any kind
or character with respect to Obligations owing under the Notes.

SECTION 10.03. Obligations Subordinated to Prior Payment of All Senior Debt on
                Dissolution, Liquidation or Reorganization of Company.

          (a) Upon any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets and liabilities
of the Company or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to the Company or its assets, whether
voluntary or involuntary, all Obligations in respect of Senior Debt due or to
become due shall first be paid in full in cash or Cash Equivalents, or such
payment duly provided for to the satisfaction of the holders of Senior Debt
(including interest after the commencement of any bankruptcy or other like
proceeding at the rate specified in the applicable Senior Debt whether or not
such interest is an allowed claim in any such proceeding), before any payment or
distribution of any kind or character is made on account of any Obligations on
or for the acquisition of any of the Notes for cash or property or otherwise.
Upon any such dissolution, winding-up, liquidation, reorganization, receivership
or similar proceeding, any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to which the
Holders or the Trustee would be entitled, except for the provisions hereof,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders or by the Trustee if received by it, directly to the holders
of Senior Debt (pro rata to such holders on the basis of the respective amounts
of Senior Debt held by such holders) or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until all such Senior
Debt has been paid in full in cash or Cash Equivalents after giving effect to
any concurrent payment, distribution or provision therefor to or for the holders
of Senior Debt.

          (b) To the extent any payment of Senior Debt (whether by or on behalf
of the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part

<PAGE>   98
                                      -92-


thereof originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

          It is further agreed that any diminution (whether pursuant to court
decree or otherwise, including without limitation for any of the reasons
described in the preceding sentence) of the Company's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or Cash Equivalents, shall have no force
or effect for purposes of the subordination provisions contained in this Section
10, with any turnover of payments as otherwise calculated pursuant to this
Section 10 to be made as if no such diminution had occurred.

          (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or
distribution is prohibited by this Section 10.03, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Debt (pro rata to such holders on the basis of the
respective amount of Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt has been paid in full in cash or Cash
Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

SECTION 10.04. Payments May Be Paid Prior to Dissolution.

          Nothing contained in this Article 10 or elsewhere in this Agreement
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time for the purpose of making
payments of principal of and interest on the Obligations owing under the Notes,
or from depositing with the Trustee, any monies for such payments, or (ii) in
the absence of actual knowledge by the Trustee that a given payment would be
prohibited by Section 10.02 or 10.03, the application by the Trustee of any
monies deposited with it for the purpose of making such payments of principal
of, and interest on, the Obligations owing under the Notes to the Holders
entitled thereto unless at least one Business Day prior to the date upon which
such payment would otherwise become due and payable the Trustee shall have
actually received the written notice provided for in the first sentence of
Section 10.02(b) (provided that, notwithstanding the foregoing, the Holders
receiving any payments made in contravention of Section 10.02 and/or 10.03 (and
the respective such payments) shall otherwise be subject to the provisions of
Section 10.02 and Section 10.03). The Company shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of
the Company, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein.

SECTION 10.05. Holders To Be Subrogated to Rights of Holders of Senior Debt.

          Subject to the payment in full in cash or Cash Equivalents of all
Senior Debt, the Holders shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Debt until the Obliga-


<PAGE>   99
                                      -93-


tions owing under the Notes shall be paid in full; and, for the purposes of such
subrogation, no such payments or distributions to the holders of the Senior Debt
by or on behalf of the Company, or by or on behalf of the Holders by virtue of
this Article 10, which otherwise would have been made to the Holders shall, as
between the Company and the Holders, be deemed to be a payment by the Company to
or on account of the Senior Debt, it being understood that the provisions of
this Article 10 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.

SECTION 10.06. Obligations of the Company Unconditional.

          Nothing contained in this Article 10 or elsewhere in this Agreement is
intended to or shall impair, as among the Company, its creditors other than the
holders of Senior Debt, and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the principal of and any
interest on the Obligations owing under the Notes as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Debt, nor shall anything herein or therein
prevent any Holder or the Trustee on its behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Agreement, subject
to the rights, if any, under this Article 10, of the holders of Senior Debt in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

SECTION 10.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

          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 their
Representative.

          Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee, subject to the provisions of Article 7, and the
Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any insolvency, bankruptcy, receivership,
dissolution, winding-up, liquidation, reorganization or similar case or
proceeding is pending, or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or
other person making such payment or distribution, delivered to the Trustee or
the Holders, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Debt and other
Indebtedness 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 10. Nothing in this Article 10 shall apply to the claims of, or
payments to, the Trustee in its capacity as such under or pursuant to Section
7.07. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a Person representing himself or itself to be a holder of any Senior
Debt (or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior Debt or a
trustee or representative on behalf of any such holder.

          In the event that the Trustee determines in good faith that any
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 10, the Trustee may request such Person to furnish evidence to the

<PAGE>   100
                                      -94-


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 10, 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 10.08. Subordination Rights Not Impaired by Acts or Omissions of the
               Company or Holders of Senior Debt.

          No right of any present or future holders of any Senior Debt to
enforce subordination as provided herein 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
noncompliance by the Company with the terms of this Agreement, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee, without incurring responsibility to the
Trustee or the Holders and without impairing or releasing the subordination
provided in this Article 10 or the obligations hereunder of the Holders to the
holders of the 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 otherwise amend or supplement in any manner 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 payment or collection of Senior Debt; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

SECTION 10.09. Holders Authorize Trustee To Effectuate Subordination of
               Obligations.

          Each Holder authorizes and expressly directs the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate, as between
the holders of Senior Debt and the Holders, the subordination provided in this
Article 10, and appoints the Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
credits or otherwise) tending towards liquidation of the business and assets of
the Company, the filing of a claim for the unpaid balance of its Obligations
owing under the Notes and accrued interest in the form required in those
proceedings.

          If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Senior Debt or their
Representative are or is hereby authorized to have the right to file and are or
is hereby authorized to file an appropriate claim for and on behalf of the
Holders. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Debt or their Representative to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owing under the


<PAGE>   101
                                      -95-


Notes or the rights of any Holder thereof, or to authorize the Trustee or the
holders of Senior Debt or their Representative to vote in respect of the claim
of any Holder in any such proceeding.

SECTION 10.10. This Article 10 Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Obligations owing under the Notes by reason of any provision of this
Article 10 will not be construed as preventing the occurrence of an Event of
Default.

SECTION 10.11. Amendments or Modifications to Article 10.

          Notwithstanding anything to the contrary contained in this Agreement,
no amendment or modification to any provision of this Article 10 or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsistency herein, so long as such amendment or modification does not
adversely affect the rights of the holders of any Senior Debt then outstanding)
shall be permitted without the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes) or, if required by Section 9.02(h), by each
Holder affected.

SECTION 10.12. Acceleration of Notes.

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

SECTION 10.13. Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless a Responsible Trust Officer of the Trustee
shall have received at the Corporate Trust Office at least one Business Day
prior to the date of such payment written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article 10
(although the receipt of such payment shall otherwise be subject to the
applicable provisions of this Article 10). Only the Company or a Representative
may give the notice. Nothing in this Article 10 shall impair the claims of, or
payments to, the Trustee in its capacity as such under or pursuant to Section
7.07. Nothing in this Section 10.13 is intended to or shall relieve any Holder
of Notes from the obligations imposed under Sections 10.02(c) and 10.03 (c) with
respect to other distributions received in violation of the provisions hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.


<PAGE>   102
                                      -96-


                                   ARTICLE 11


                                    GUARANTEE


SECTION 11.01. Unconditional Guarantee.

          Each Guarantor hereby unconditionally, jointly and severally,
guarantees (such guarantee to be referred to herein as the "Guarantee"), subject
to Article 12, to each of the Holders and to the Trustee and their respective
successors and assigns that (i) the principal of and interest on the Notes will
be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration or otherwise, and interest on the overdue
principal, if any, and interest on any interest, if any, to the extent lawful,
of the Notes and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full or performed, all
in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any of the Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 11.05. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Agreement, the absence of any action to
enforce the same, any waiver or consent by any of the Holders with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Agreement and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of this Guarantee, and (y)
in the event of any acceleration of such obligations as provided in Article 6,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

SECTION 11.02. Subordination of Guarantee.

          The obligations of each Guarantor to the Holders and to the Trustee
pursuant to the Guarantee of such Guarantor and this Agreement are expressly
subordinate and subject in right of payment to the prior payment in full of all
Guarantor Senior Debt of such Guarantor, to the extent and in the manner
provided in Article 12.

<PAGE>   103
                                      -97-


SECTION 11.03. Severability.

          In case any provision of this Guarantee 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 11.04. Release of a Guarantor.

          In the event of a sale or other disposition of all of the properties
and assets of any Guarantor, by way of merger, consolidation or otherwise, the
sale of all of the Capital Stock of a Guarantor, whether by way of merger,
consolidation or otherwise, in either case provided that such sale or other
disposition complies with Section 4.10 (other than provisions for future
application of the Net Cash Proceeds), or in the event of the designation of any
Guarantor as an Unrestricted Subsidiary in accordance with this Indenture, the
Guarantor's Guarantee will be released.

          The Trustee shall promptly deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate certifying as to the compliance with this Section
11.04. Any Guarantor not so released remains liable for the full amount of
principal of and interest on the Notes as provided in this Article 11.

SECTION 11.05. Limitation of Guarantor's Liability.

          Each Guarantor and by its acceptance hereof each of the Holders hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor (including, but not limited
to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 11.07, result in the obligations of such Guarantor under the
Guarantee not constituting such fraudulent transfer or conveyance.

SECTION 11.06. Guarantors May Consolidate, etc., on Certain Terms.

          No Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in
connection with any sale of such Guarantor in a transaction complying with
Section 4.10) will, and the Company will not cause or permit any Guarantor to,
consolidate with or merge with or into any Person other than the Company or any
other Guarantor that is a Wholly Owned Restricted Subsidiary unless:

          (1) the entity formed by or surviving any such consolidation or merger
     (if other than the Guarantor) or to which such sale, lease, conveyance or
     other disposition shall have been made is a corporation organized and
     existing under the laws of the United States or any State thereof or the
     District of Columbia;

<PAGE>   104
                                      -98-


          (2) such entity assumes by supplemental indenture all of the
     obligations of the Guarantor on the Guarantee; and

          (3) immediately after giving effect to such transaction, no Default or
     Event of Default shall have occurred and be continuing.

                  Any merger or consolidation of a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor that
is a Wholly Owned Restricted Subsidiary of the Company need only comply with
clause (4) of Section 5.01.

SECTION 11.07. Contribution.

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Obligations. "Adjusted Net Assets" of such
Guarantor at any date shall mean the lesser of (x) the amount by which the fair
value of the property of such Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date
(other than liabilities of such Guarantor under Subordinated Indebtedness)), but
excluding liabilities under the Guarantee, of such Guarantor at such date and
(y) the amount by which the present fair salable value of the assets of such
Guarantor at such date exceeds the amount that will be required to pay the
probable liabilities of such Guarantor on its debts including, without
limitation, Guarantor Senior Debt (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Guarantee), excluding debt in respect
of the Guarantee of such Guarantor, as they become absolute and matured.

SECTION 11.08. Waiver of Subrogation.

          Each Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Guarantor's obligations
under its Guarantee and this Agreement, including, without limitation, any right
of subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder against the Company, whether or
not such claim, remedy or right arises in equity, or under contract, statute or
common law, including, without limitation, the right to take or receive from the
Company, directly or indirectly, in cash or other property or by setoff or in
any other manner, payment or security on account of such claim or other rights
unless and until the Notes shall have been paid in full. If any amount shall be
paid to any Guarantor in violation of the preceding sentence and the Notes shall
not have been paid in full, such amount shall be deemed to have been paid to
such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders, and shall, subject to the provisions of Article 10, Section 11.02 and
Article 12, forthwith be paid to the Trustee for the benefit of such Holders to
be credited and applied upon the Notes, whether matured or unmatured, in
accordance with the terms of this Agreement. Each Guar-

<PAGE>   105
                                      -99-


antor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Agreement and that the waiver set
forth in this Section 11.08 is knowingly made in contemplation of such benefits.

SECTION 11.09. Evidence of Guarantee.

          To evidence their guarantees to the Holders set forth in this Article
11, each of the Guarantors hereby agrees to execute the notation of Guarantee in
substantially the form included in Exhibit E Each such notation of Guarantee
shall be signed on behalf of each Guarantor by an Officer or an assistant
Secretary.

          Each Guarantor hereby agrees that its Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

          If an Officer or assistant Secretary whose signature is on this
Indenture or on the Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee
shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

SECTION 11.10. Waiver of Stay, Extension or Usury Laws.

          Each Guarantor covenants that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law that would prohibit or
forgive such Guarantor from performing its Guarantee as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Agreement; and each Guarantor 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.

                                   ARTICLE 12

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

SECTION 12.01. Guarantee Obligations Subordinated to Guarantor Senior Debt.

          Anything herein to the contrary notwithstanding, each of the
uarantors, for itself and its successors, and each Holder agrees that the
payment of all Guarantee Obligations of such Guarantor are subordinated, to the
extent and in the manner provided in this Article 12, to the prior payment in
full in cash or Cash Equivalents, or such payment duly provided for to the
satisfaction of the holders of Guarantor Senior Debt, of all Obligations on
Guarantor Senior Debt of such Guarantor


<PAGE>   106
                                     -100-


(including Guarantor Senior Debt Obligations with respect to the Credit
Agreement, whether outstanding on the Issue Date or thereafter incurred).
Notwithstanding the provisions of this Article 12, payments and distributions
made as required under Section 3.10 shall not be subordinated to Guarantor
Senior Debt under this Article 12.

          This Article 12 shall constitute a continuing offer to all Persons who
become holders of, or continue to hold, Guarantor Senior Debt, and such
provisions are made for the benefit of the holders of Guarantor Senior Debt and
such holders are made obligees hereunder and any one or more of them may enforce
such provisions.

SECTION 12.02.  Suspension of Guarantee Obligations When Guarantor Senior Debt
                Is in Default

          (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Guarantor Senior
Debt (including, without limitation, guarantees of the foregoing items which
constitute Guarantor Senior Debt), then no payment or distribution of any kind
or character shall be made by or on behalf of such Guarantor or any other Person
on its or their behalf with respect to any Guarantee Obligations or to acquire
any of the Notes for cash or property or otherwise until such Payment Default
(and all other Payment Defaults) shall have been cured or waived in accordance
with the terms of the documentation governing the respective Guarantor Senior
Debt or ceased to exist or all Guarantor Senior Debt with respect to which any
Payment Default has occurred and is continuing shall have been discharged or
paid in full in cash or Cash Equivalents.

          (b) During any Payment Blockage Period (as determined in accordance
with Section 10.02(b), including the limitations set forth therein), neither any
Guarantor nor any other Person on any Guarantor's behalf shall (i) make any
payment of any kind or character with respect to any Guarantee Obligations or
(ii) acquire any of the Notes for cash or property or otherwise.

          (c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by the foregoing provisions of this Section 12.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Guarantor Senior Debt (pro rata to such holders on the basis of the respective
amount of Guarantor Senior Debt held by such holders) or their respective
Representatives, as their respective interests may appear. The Trustee shall be
entitled to rely on information regarding amounts then due and owing on the
Guarantor Senior Debt, if any, received from the holders of Guarantor Senior
Debt (or their Representatives) or, if such information is not received from
such holders or their Representatives, from a Guarantor and only amounts
included in the information provided to the Trustee shall be paid to the holders
of Guarantor Senior Debt.

<PAGE>   107
                                     -101-


SECTION 12.03. Guarantee Obligations Subordinated to Prior Payment of All
               Guarantor Senior Debt on Dissolution, Liquidation or
               Reorganization of Such Guarantor.

          (a) Upon any payment or distribution of assets of any Guarantor of any
kind or character, whether in cash, property or securities, to creditors upon
any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of such
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other
similar proceeding relating to such Guarantor or its property, whether voluntary
or involuntary, all Obligations in respect of Guarantor Senior Debt Obligations
due or to become due shall first be paid in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Guarantor
Senior Debt (including interest after the commencement of any bankruptcy or
other like proceeding at the rate specified in the applicable Guarantor Senior
Debt whether or not such interest is an allowed claim in any such proceeding),
before the Holders shall be entitled to receive any payment or distri bution of
any kind or character on account of any Guarantee Obligations or for the
acquisition of any of the Notes for cash or property or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of such Guarantor of any kind
or character, whether in cash, property or securities, to which the Holders or
the Trustee would be entitled, except for the provisions hereof, shall be paid
by such Guarantor or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee if received by them, directly to the holders of
Guarantor Senior Debt (pro rata to such holders on the basis of the respective
amounts of Guarantor Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Guarantor Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Guarantor
Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid
in full in cash or Cash Equivalents after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Guarantor
Senior Debt.

          (b) To the extent any payment of Guarantor Senior Debt (whether by or
on behalf of a Guarantor, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then, if such payment is recovered by, or
paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person, the Guarantor Senior Debt or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if
such payment had not occurred.

          (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of any Guarantor of any kind or character, whether in
cash, property or securities, shall be received by any Holder when such payment
or distribution is prohibited by this Section 12.03, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders
on the basis of the respective amount of Guarantor Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Guarantor Senior Debt may have
been issued, as their respective interests may appear, for application to the
payment of Guarantor Senior

<PAGE>   108
                                     -102-


Debt remaining unpaid until all such Guarantor Senior Debt has been paid in full
in cash or Cash Equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Guarantor
Senior Debt.

SECTION 12.04. Payments May Be Paid Prior to Dissolution.

          Nothing contained in this Article 12 or elsewhere in this Agreement
shall prevent (i) any Guarantor, except under the conditions described in
Sections 12.02 and 12.03, from making payments at any time for the purpose of
making payments on Guarantee Obligations, or from depositing with the Trustee
any monies for such payments, or (ii) in the absence of actual knowledge by the
Trustee that a given payment would be prohibited by Section 12.02 or 12.03, the
application by the Trustee of any monies deposited with it for the purpose of
making such payments on Guarantee Obligations to the Holders entitled thereto
unless at least one Business Day prior to the date upon which such payment would
otherwise become due and payable the Trustee shall have actually received the
written notice provided for in the first sentence of Section 10.02(b) (provided
that, notwithstanding the foregoing, the Holders receiving any payments made in
contravention of Sections 12.02 and/or 12.03 (and the respective such payments)
shall otherwise be subject to the provisions of Section 12.02 and Section
12.03). Each Guarantor shall give prompt written notice to the Trustee of any
dissolution, winding-up, liquidation or reorganization of such Guarantor,
although any delay or failure to give any such notice shall have no effect on
the subordination provisions contained herein.

SECTION 12.05. Holders To Be Subrogated to Rights of Holders of Guarantor
               Senior Debt.

          Subject to the payment in full in cash or Cash Equivalents of all
Guarantor Senior Debt, the Holders shall be subrogated to the rights of the
holders of Guarantor Senior Debt of such Guarantor to receive payments or
distributions of cash, property or securities of such Guarantor applicable to
such Guarantor Senior Debt until all amounts owing on or in respect of the
Guarantee Obligations shall be paid in full; and, for the purposes of such
subrogation, no such payments or distributions to the holders of such Guarantor
Senior Debt by or on behalf of such Guarantor, or by or on behalf of the Holders
by virtue of this Article 12, which otherwise would have been made to the
Holders shall, as between such Guarantor and the Holders, be deemed to be a
payment by such Guarantor to or on account of such Guarantor Senior Debt, it
being understood that the provisions of this Article 12 are and are intended
solely for the purpose of defining the relative rights of the Holders, on the
one hand, and the holders of Guarantor Senior Debt, on the other hand.

SECTION 12.06. Guarantee Obligations of the Guarantors Unconditional.

          Nothing contained in this Article 12 or elsewhere in this Agreement or
in the Guarantees is intended to or shall impair, as among the Guarantors, their
creditors other than the holders of Guarantor Senior Debt, and the Holders, the
obligation of the Guarantors, which is absolute and unconditional, to pay to the
Holders all amounts due and payable under the Guarantees as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the
Guarantors other than the holders of the Guarantor Senior Debt, nor shall
anything herein or therein prevent any Holder or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Agreement,
<PAGE>   109
                                     -103-



subject to the rights, if any, under this Article 12, of the holders of
Guarantor Senior Debt in respect of cash, property or securities of the
Guarantors received upon the exercise of any such remedy.

SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating.

          Whenever a distribution is to be made or a notice given to holders of
the Guarantor Senior Debt, the distribution may be made and the notice given to
their Representative.

          Upon any payment or distribution of assets of a Guarantor referred to
in this Article 12, the Trustee, subject to the provisions of Article 7 hereof,
and the Holders shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which any insolvency, bankruptcy,
receivership, dissolution, winding-up, liquidation, reorganization or similar
case or pro ceeding is pending, or upon a certificate of the trustee in
bankruptcy, liquidating trustee, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered
to the Trustee or the Holders, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Guarantor Senior Debt and other Indebtedness of such Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 12. Nothing in this
Article 12 shall apply to the claims of, or payments to, the Trustee in its
capacity as such under or pursuant to Section 7.07. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of the Guarantor Senior Debt (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Guarantor Senior Debt or a
trustee or representative on behalf of any such holder.

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of the
Guarantor Senior Debt to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of the Guarantor 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 12, 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 12.08. Subordination Rights Not Impaired by Acts or Omissions of the
               Guarantors or Holders of Guarantor Senior Debt.

          No right of any present or future holders of any Guarantor Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Guarantor
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by any Guarantor with the terms of this Agreement, regardless of
any knowledge thereof which any such holder may have or otherwise be charged
with.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Guarantor Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article 12 or the obligations hereunder of
the Holders to the


<PAGE>   110
                                     -104-


holders of Guarantor 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, Guarantor Senior Debt, or otherwise amend or supplement in
any manner Guarantor Senior Debt, or any instrument evidencing the same or any
agreement under which Guarantor Senior Debt is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Guarantor Senior Debt; (iii) release any Person liable in any manner
for the payment or collection of Guarantor Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Guarantors and any other Person.

SECTION 12.09. Holders Authorize Trustee To Effectuate Subordination of
               Guarantee Obligations.

          Each Holder, by its acceptance of the Guarantee Obligations,
authorizes and expressly directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate, as between the holders of
Guarantor Senior Debt and the Holders, the subordination provided in this
Article 12, and appoints the Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of any Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of any Guarantor, the filing of a claim for the unpaid balance under
its Guarantee Obligations and accrued interest in the form required in those
proceedings.

          If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of the Guarantor Senior Debt
or their Representative are or is hereby authorized to have the right to file
and are or is hereby authorized to file an appropriate claim for and on behalf
of the Holders. Nothing herein contained shall be deemed to authorize the
Trustee or the holders of Guarantor Senior Debt or their Representative to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Guarantee
Obligations or the rights of any Holder, or to authorize the Trustee or the
holders of Guarantor Senior Debt or their Representative to vote in respect of
the claim of any Holder in any such proceeding.

SECTION 12.10. This Article 12 Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Guarantee Obligations by reason of any provision of this Article 12 will
not be construed as preventing the occurrence of an Event of Default.

SECTION 12.11. Amendments or Modifications to Article 12.

          Notwithstanding anything to the contrary contained in this Agreement,
no amendment or modification to any provision of this Article 12 or the related
definitions used herein (other than to cure any ambiguity, defect, mistake or
inconsistency herein, so long as such amendment or modification does not
adversely affect the rights of the holders of any Guarantor Senior Debt then
outstanding) shall be permitted without the consent of the Holders of at least a
majority in principal

<PAGE>   111
                                     -105-


amount of the Notes then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes) or, if required by Section 9.02(h), by each Holder
affected.

SECTION 12.12. Acceleration of Notes.

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Guarantor Senior Debt of the
acceleration.

SECTION 12.13. Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 12 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless a Responsible Trust Officer of the Trustee
shall have received at the Corporate Trust Office at least one Business Day
prior to the date of such payment written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article 12
(although the receipt of such payment shall otherwise be subject to the
applicable provisions of this Article 12). Only the Company or a Representative
may give the notice. Nothing in this Article 12 shall impair the claims of, or
payments to, the Trustee in its capacity as such under or pursuant to Section
7.07. Nothing in this Section 12.13 is intended to or shall relieve any Holder
of Notes from the obligations imposed under Sections 12.02(c) and 12.03 (c) with
respect to other distributions received in violation of the provisions hereof.

          The Trustee in its individual or any other capacity may hold the
Guarantor Senior Debt with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 13.02. Notices.

          Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

<PAGE>   112
                                     -106-


                  If to the Company and/or any Guarantor:

                  Ameristar Casinos, Inc.
                  3773 Howard Hughes Parkway
                  Suite 490
                  Las Vegas, Nevada  89109
                  Attention:  Chief Financial Officer

                  with copies to:

                  Gibson, Dunn & Crutcher, LLP
                  331 South Grand Avenue
                  Los Angeles, California  90071
                  Attention:  Jonathan K. Layne, Esq.

                  and

                  Ameristar Casinos, Inc.
                  16633 Ventura Boulevard
                  Encino, California  91436
                  Attention:  General Counsel

                  If to the Trustee:

                  U.S. Bank Trust National Association
                  180 East 5th Street
                  St. Paul, Minnesota  55101

                  Attention:  Corporate Trust Administration

          The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when answered
back, if telexed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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



<PAGE>   113

                                     -107-

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

SECTION 13.03. Communication by Holders of Notes with Other Holders of Notes.

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

SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 13.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (b) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 13.05) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been satisfied.

SECTION 13.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

          (c) a statement that, in the opinion of such Person, he or she has or
     they have made such examination or investigation as is necessary to enable
     him to express an informed opinion as to whether or not such covenant or
     condition has been satisfied; and

          (d) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.


<PAGE>   114


                                     -108-


SECTION 13.06. Rules by Trustee and Agents.

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

SECTION 13.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or such Guarantor under the Notes,
the Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
and Guarantee waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes and Guarantees.

SECTION 13.08. Governing Law.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW) TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 13.09. No Adverse Interpretation of Other Agreements.

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

SECTION 13.10. Successors.

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

SECTION 13.11. Severability.

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

SECTION 13.12. Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.


<PAGE>   115


                                     -109-


SECTION 13.13. Table of Contents, Headings, etc.

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

SECTION 13.14. Application of Gaming Regulations

          This Indenture is subject to the Gaming Regulations and laws involving
the sale and distribution of liquor (the "Liquor Laws"). Without limiting the
foregoing, the Trustee and the Holders acknowledge that (i) they are subject to
being called forward by the Gaming Authorities or the government authorities
enforcing the Liquor Laws, in their discretion, for licensing or a finding of
suitability or to file or provide other information, and (ii) all rights,
remedies and powers in or under this Indenture may be exercised only to the
extent that the exercise thereof does not violate any applicable provisions of
the Gaming Regulations and Liquor Laws and only to the extent that required
approvals (including prior approvals) are obtained from the requisite Gaming
Authorities. The Trustee and the Holders agree to cooperate with all Gaming
Authorities in connection with the provision of such documents or other
information as may be requested by such Gaming Authorities.


<PAGE>   116


                                     S-1





Dated as of  February 2, 2001


                          AMERISTAR CASINOS, INC.


                          By:  /s/ Gordon R. Kanofsky
                               ---------------------------------------------
                               Name:   Gordon R. Kanofsky
                               Title:  Senior Vice President of Legal Affairs


                          AMERISTAR CASINO COUNCIL BLUFFS, INC.
                          AMERISTAR CASINO LAS VEGAS, INC.
                          AMERISTAR CASINO VICKSBURG, INC.
                          AMERISTAR CASINO ST. LOUIS, INC.
                          AMERISTAR CASINO KANSAS CITY, INC.
                          AMERISTAR CASINO ST. CHARLES, INC.
                          CACTUS PETE'S, INC.
                          A.C. FOOD SERVICES, INC.,
                                 as Guarantors


                          By:  /s/ Thomas M. Steinbauer
                               --------------------------------------------
                               Name:      Thomas M. Steinbauer
                               Title:     Vice President


                          U.S. BANK TRUST NATIONAL ASSOCIATION,
                               as Trustee


                          By:  /s/ Richard H. Prokosch
                               ---------------------------------------------
                               Name:   Richard H. Prokosch
                               Title:  Authorized Signatory