CIRCUS CIRCUS ENTERPRISES, INC. Issuer and FIRST INTERSTATE BANK OF NEVADA, N.A., Trustee Indenture

EXHIBIT 4(y)

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CIRCUS CIRCUS ENTERPRISES, INC.
Issuer

and

FIRST INTERSTATE BANK OF NEVADA, N.A.,
Trustee

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Indenture

[Dated as of_________ __, ____]
[$______________]
[___% Senior Subordinated Notes Due ____]

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CROSS-REFERENCE TABLE*

TIA
SECTION INDENTURE SECTION
------- -----------------

310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10; 12.02
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.11
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.11
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.07
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.03
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.06
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.06
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06; 12.02
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07; 12.02
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.05
(f). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 12.02
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.11
316(a)(last sentence). . . . . . . . . . . . . . . . . . . . . . . . . . . 12.06
(a)(1)(A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.05
(a)(1)(B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.07
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.09
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.06
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.01
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.A.
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
N.A. means Not Applicable.

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

TABLE OF CONTENTS

PAGE

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. . . . 6
SECTION 1.03. RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . . 6

ARTICLE TWO

THE SECURITIES

SECTION 2.01. FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. . . . . 7
SECTION 2.03. AMOUNT UNLIMITED, ISSUABLE IN SERIES.. . . . . . . . . . 8
SECTION 2.04. EXECUTION AND AUTHENTICATION; DENOMINATIONS; DELIVERY
AND DATING. . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.05. REGISTRAR AND PAYING AGENT.. . . . . . . . . . . . . . . 11
SECTION 2.06. PAYING AGENT TO HOLD MONEY IN TRUST. . . . . . . . . . . 11
SECTION 2.07. SECURITYHOLDER LISTS.. . . . . . . . . . . . . . . . . . 11
SECTION 2.08. TRANSFER AND EXCHANGE. . . . . . . . . . . . . . . . . . 12
SECTION 2.09. REPLACEMENT SECURITIES.. . . . . . . . . . . . . . . . . 12
SECTION 2.10. OUTSTANDING SECURITIES.. . . . . . . . . . . . . . . . . 12
SECTION 2.11. TEMPORARY SECURITIES.. . . . . . . . . . . . . . . . . . 13
SECTION 2.12. CANCELLATION.. . . . . . . . . . . . . . . . . . . . . . 13
SECTION 2.13. DEFAULTED INTEREST.. . . . . . . . . . . . . . . . . . . 13
SECTION 2.14. MANDATORY DISPOSITION OF SECURITIES PURSUANT TO GAMING
LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE THREE

SUBORDINATION

SECTION 3.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.. . . . . 14
SECTION 3.02. NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES. . . . 15
SECTION 3.03. SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF COMPANY . . . . . . . . . . . . . . . 16
SECTION 3.04. SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS
OF SENIOR INDEBTEDNESS. . . . . . . . . . . . . . . . . 17
SECTION 3.05. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.. . . . . . . . 17

PAGE

SECTION 3.06. TRUSTEES AND PAYING AGENT ENTITLED TO ASSUME PAYMENTS
NOT PROHIBITED IN ABSENCE OF NOTICE . . . . . . . . . . 18
SECTION 3.07. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT.. . . 18
SECTION 3.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS
OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. . . . . . 18
SECTION 3.09. SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE
SUBORDINATION OF SECURITIES . . . . . . . . . . . . . . 19
SECTION 3.10. RIGHT OF TRUSTEE AND PAYING AGENT TO HOLD SENIOR
INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.11. ARTICLE THREE NOT TO PREVENT EVENTS OF DEFAULT.. . . . . 19

ARTICLE FOUR

COVENANTS

SECTION 4.01. PAYMENT OF SECURITIES. . . . . . . . . . . . . . . . . . 19
SECTION 4.02. CORPORATE EXISTENCE. . . . . . . . . . . . . . . . . . . 20
SECTION 4.03. PAYMENT OF TAXES AND OTHER CLAIMS. . . . . . . . . . . . 20
SECTION 4.04. MAINTENANCE OF PROPERTIES. . . . . . . . . . . . . . . . 20
SECTION 4.05. MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . 21
SECTION 4.06. COMPLIANCE CERTIFICATE.. . . . . . . . . . . . . . . . . 21
SECTION 4.07. REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.08. WAIVER OF STAY, EXTENSION OF USURY LAWS. . . . . . . . . 22
SECTION 4.09. LIMITATION ON LIENS. . . . . . . . . . . . . . . . . . . 22
SECTION 4.10. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.. . . . . 24
SECTION 4.11. DEFEASANCE OF CERTAIN OBLIGATIONS. . . . . . . . . . . . 24
SECTION 4.12. LIMITATION ON LAYERING DEBT. . . . . . . . . . . . . . . 26

ARTICLE FIVE

SUCCESSOR CORPORATION

ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . 27
SECTION 6.02. ACCELERATION.. . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.03. OTHER REMEDIES.. . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.04. WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . 29
SECTION 6.05. CONTROL BY MAJORITY. . . . . . . . . . . . . . . . . . . 29
SECTION 6.06. LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . 30

PAGE

SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.. . . . . . . . . . 30
SECTION 6.08. COLLECTION SUIT BY TRUSTEE.. . . . . . . . . . . . . . . 30
SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.. . . . . . . . . . . . 31
SECTION 6.10. PRIORITIES.. . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.11. UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . 31

ARTICLE SEVEN

TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . . 32
SECTION 7.02. RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . . . . . 33
SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.. . . . . . . . . . . . . . 33
SECTION 7.04. TRUSTEE'S DISCLAIMER.. . . . . . . . . . . . . . . . . . 33
SECTION 7.05. NOTICE OF DEFAULTS.. . . . . . . . . . . . . . . . . . . 33
SECTION 7.06. REPORTS BY TRUSTEE.. . . . . . . . . . . . . . . . . . . 34
SECTION 7.07. COMPENSATION AND INDEMNITY.. . . . . . . . . . . . . . . 34
SECTION 7.08. REPLACEMENT OF TRUSTEE.. . . . . . . . . . . . . . . . . 34
SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.. . . . . . . . . . . . 36
SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. . . . . . . . . . . . . . 36
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . 36
SECTION 7.12. AUTHENTICATING AGENT.. . . . . . . . . . . . . . . . . . 36

ARTICLE EIGHT

DISCHARGE OF INDENTURE

SECTION 8.01. TERMINATION OF COMPANY'S OBLIGATIONS.. . . . . . . . . . 38
SECTION 8.02. APPLICATION OF TRUST MONEY.. . . . . . . . . . . . . . . 40
SECTION 8.03. REPAYMENT TO THE COMPANY.. . . . . . . . . . . . . . . . 40
SECTION 8.04. REINSTATEMENT. . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. WITHOUT CONSENT OF HOLDERS.. . . . . . . . . . . . . . . 41
SECTION 9.02. WITH CONSENT OF HOLDERS. . . . . . . . . . . . . . . . . 41
SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. . . . . . . . . . . 43
SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS. . . . . . . . . . . . 43
SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES. . . . . . . . . . 43
SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC. . . . . . . . . . . . . 43

iii

PAGE

ARTICLE TEN

MEETINGS OF SECURITYHOLDERS

SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.. . . . . . . 44
SECTION 10.02. MANNER OF CALLING MEETINGS. . . . . . . . . . . . . . . 44
SECTION 10.03. CALL OF MEETINGS BY COMPANY OR HOLDERS. . . . . . . . . 45
SECTION 10.04. WHO MAY ATTEND VOTE AT MEETINGS.. . . . . . . . . . . . 45
SECTION 10.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE
MEETING; VOTING RIGHTS; ADJOURNMENT. . . . . . . . . . 45
SECTION 10.06. VOTING AT THE MEETING AND RECORD TO BE KEPT.. . . . . . 46
SECTION 10.07. EXERCISE OF RIGHTS OF TRUSTEE OR SECURITYHOLDERS MAY
NOT BE HINDERED OR DELAYED BY CALL OF MEETING. . . . . 47

ARTICLE ELEVEN

REDEMPTION

SECTION 11.01. NOTICES TO TRUSTEE. . . . . . . . . . . . . . . . . . . 47
SECTION 11.02. SELECTION OF SECURITIES TO BE REDEEMED. . . . . . . . . 47
SECTION 11.03. NOTICE OF REDEMPTION. . . . . . . . . . . . . . . . . . 48
SECTION 11.04. EFFECT OF NOTICE OF REDEMPTION. . . . . . . . . . . . . 49
SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.. . . . . . . . . . . . . . 49
SECTION 11.06. SECURITIES REDEEMED IN PART.. . . . . . . . . . . . . . 49

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS. . . . . . . . . . . . . . 49
SECTION 12.02. NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS . . . . . . 50
SECTION 12.04. CERTIFICATES AND OPINION AS TO CONDITIONS PRECEDENT.. . 50
SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.. . . . . 50
SECTION 12.06. WHEN TREASURY SECURITIES DISREGARDED. . . . . . . . . . 51
SECTION 12.07. RULES BY PAYING AGENT, REGISTRAR. . . . . . . . . . . . 51
SECTION 12.08. LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.09. GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.. . . . . 51
SECTION 12.11. NO RECOURSE AGAINST OTHERS. . . . . . . . . . . . . . . 52
SECTION 12.12. SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 12.13. DUPLICATE ORIGINALS.. . . . . . . . . . . . . . . . . . 52
SECTION 12.14. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . 52
SECTION 12.15. EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC. . . . . . . 52

INDENTURE, dated as of [________ __, ____,] between Circus Circus
Enterprises, Inc., a Nevada corporation ("Company"), and First Interstate Bank
of Nevada, N.A., a corporation organized and existing as a national banking
association under the laws of the United States, as Trustee ("Trustee").

RECITALS

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its Senior
Subordinated Notes to be issued in one or more series (the "Securities"), as
herein provided, up to such principal amount as may from time to time be
authorized in or pursuant to one or more resolutions of the Board of Directors
or by supplemental indenture.

All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities
by the Holders (as hereinafter defined) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of the Holders of each series of
the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

"Affiliate" means a person "affiliated" with the Company, as that term is
defined in Rule 405 promulgated under the Securities Act of 1933, as amended.

"Authenticating Agent" shall have the meaning provided in Section 7.12.

"Bankruptcy Law" shall have the meaning provided in Section 6.01.

"Board of Directors" means the Board of Directors of the Company or any
committee of such Board.

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

"Company" means the party named as such in this Indenture until a successor
replaces it pursuant to the applicable provisions of this Indenture and
thereafter means the successor.

"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed) and (ii) all goodwill, trade names, trademarks, patents, purchased
technology, unamortized debt discount and other like intangible assets, all as
set forth on the most recent quarterly balance sheet of the Company and its
consolidated subsidiaries and computed in accordance with generally accepted
accounting principles.

"Consolidated Property" means any property of the Company or any subsidiary
of the Company.

"Custodian" shall have the meaning provided in Section 6.01.

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

"Event of Default" shall have the meaning provided in Section 6.01.

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

"Existing Completion Guarantees and Make-Well Agreements" means (i) that
certain Make-Well Agreement by the Company in favor of the Trustee dated as of
May 30, 1995 relating to the Circus and Eldorado Joint Venture, a Nevada general
partnership, (ii) that certain Circus Completion Guaranty by the Company in
favor of the Trustee dated as of May 30, 1995 relating to the Circus and
Eldorado Joint Venture, a Nevada general partnership and (iii) that certain
Guaranty by the Company in favor of Bank of America National Trust and Savings
Association dated as of July 12, 1995 relating to Victoria Partners, a Nevada
general partnership.

"Funded Debt" means all Indebtedness of the Company which (i) matures by
its terms, or is renewable at the option of any obligor thereon to a date, more
than one year after the date of original issuance of such Indebtedness and
(ii) ranks at least PARI PASSU with the Securities.

"Gaming Authority" means the Nevada Gaming Commission, the Nevada Gaming
Control Board, the Ontario Gaming Control Commission, the Mississippi Gaming
Commission, the Illinois Gaming Board or any similar commission or agency which
has, or may at any time after the date of this Indenture have, jurisdiction over
the gaming activities of the Company or a subsidiary of the Company or any
successor thereto.

"Gaming Laws" means the gaming laws of a jurisdiction or jurisdictions to
which the Company or a subsidiary of the Company is, or may at any time after
the date of this Indenture be, subject.

"Global Security" shall mean a Security issued to evidence all or a part of
any series of Securities that is executed by the Company and authenticated and
delivered by the Trustee to a

depositary or pursuant to such depositary's instructions, all in accordance
with this Indenture and pursuant to an Officer's Certificate, which shall be
registered as to principal and interest in the name of such depositary or its
nominee.

"Holder" or "Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

"Indebtedness" of any person means (a) any indebtedness of such person,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property, including any such indebtedness
incurred in connection with the acquisition by such person or any of its
subsidiaries of any other business or entity, if and to the extent such
indebtedness would appear as a Liability upon a balance sheet of such person
prepared in accordance with generally accepted accounting principles, including
for such purpose obligations under capitalized leases, and (b) any guaranty,
endorsement (other than for collection or deposit in the ordinary course of
business), discount with recourse, agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire or to supply or advance funds with
respect to, or to become liable with respect to (directly or indirectly) any
indebtedness, obligation, liability or dividend of any person, but shall not
include indebtedness or amounts owed (except to banks or other financial
institutions) for compensation to employees, or for goods or materials
purchased, or services utilized, in the ordinary course of business of such
person. Notwithstanding anything to the contrary in the foregoing,
"Indebtedness" shall not include (i) any contracts providing for the completion
of construction or other payment or performance with respect to the
construction, maintenance or improvement of property or equipment of the Company
or its Affiliates or (ii) any contracts providing for the obligation to advance
funds, property or services on behalf of an Affiliate of the Company in order to
maintain the financial condition of such Affiliate, in each case, including
Existing Completion Guarantees and Make-Well Agreements. For purposes hereof, a
"capitalized lease" shall be deemed to mean a lease of real or personal property
which, in accordance with generally accepted accounting principles, is required
to be capitalized.

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

"Joint Venture" means (i) with respect to properties located in the United
States, any partnership, corporation or other entity, in which up to and
including 50% of the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by the Company and/or one or
more subsidiaries, and (ii) with respect to properties located outside the
United States, any partnership, corporation or other entity, in which up to and
including 60% of the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by the Company and/or one or
more subsidiaries.

"Legal Holiday" shall have the meaning provided in Section 12.08.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, security interest, lien (statutory or other), or
preference, priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).

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

"Officers' Certificate" means a certificate signed by two Officers or by an
Officer and an Assistant Treasurer, Assistant Secretary or Assistant Controller
of the Company. See Sections 12.04 and 12.05.

"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 12.04 and 12.05.

"Original Issue Discount Security" means any Security which provides that
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

"Paying Agent" shall have the meaning provided in Section 2.05.

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

"Predecessor Securities" of any Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

"principal" of a debt security, including the Securities, means the
principal of the security plus, when appropriate, the premium, if any, on the
security.

"Project Cost" means, with respect to any Resort Property, the aggregate
costs required to complete such construction project in accordance with
the plans therefor and applicable legal requirements, as set forth in an
Officers' Certificate submitted to the Trustee, setting forth in reasonable
detail all amounts theretofore expended and any anticipated costs and expenses
estimated to be incurred and reserves to be established in connection with the
construction and development of such future addition or improvement, including
direct costs related thereto such as construction management, architectural
engineering and interior design fees, site work, utility installations and
hook-up fees, construction permits, certificates and bonds, land acquisition
costs and the cost of furniture, fixtures, furnishings, machinery and equipment,
but excluding the

following: principal or interest payments on any Indebtedness (other than
interest which is required to be capitalized in accordance with generally
accepted accounting principal, which shall be included in determining Project
Cost), or costs related to the operation of the Resort Property including,
but not limited to, non-construction supplies and pre-operating payroll.

"Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

"Registrar" shall have the meaning provided in Section 2.05.

"Resort Property" means any property owned or to be owned by the Company or
any of its subsidiaries that is, or will be upon completion, a casino (including
a riverboat casino), casino-hotel, destination resort or a theme park.

"Sale and Lease-Back Transaction" means any arrangement with any person
(other than the Company or a subsidiary of the Company), or to which any such
person is a party, providing for the leasing to the Company or a subsidiary of
the Company for a period of more than three years of any Consolidated Property
which has been or is to be sold or transferred by the Company or such subsidiary
to such person or to any other person (other than the Company or a subsidiary of
the Company), to which funds have been or are to be advanced by such person on
the security of the leased property.

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning specified in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

"Senior Indebtedness" shall have the meaning provided in Section 3.01.

"Senior Secured Notes" shall have the meaning provided in Section 3.01.

"subsidiary" of any person means (i) any corporation of which at least a
majority in interest of the outstanding stock having by the terms thereof
voting power under ordinary circumstances to elect a majority of the
directors of such corporation, irrespective of whether or not at the time
stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency, is at the
time, directly or indirectly, owned or controlled by such person, or by one
or more other corporations a majority in interest of such stock of which is
similarly owned or controlled, or by such person and one or more other
corporations a majority in interest of such stock of which is similarly owned
or controlled and (ii) any other person (other than a corporation, or a
partnership, corporation or other entity described in clause (ii) of the
definition of Joint Venture) in which such person or any subsidiary, directly
or indirectly, has greater than a 50% ownership interest.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture.

"Trustee" means the party named as such in this Indenture until a successor
replaces it pursuant to the applicable provisions of this Indenture and
thereafter means the successor.

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

"U.S. Government Obligations" means direct non-cancelable obligations of
the United States of America for the payment of which the full faith and credit
of the United States is pledged.

"Value" means, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (i) the net proceeds of the
sale or transfer of property leased pursuant to such Sale and Lease-Back
Transaction or (ii) the fair value, in the opinion of the Board of Directors as
evidenced by a board resolution, of such property at the time of entering into
such Sale and Lease Back Transaction.

SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder or Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Company.

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

SECTION 1.03. 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 as
signed to it in accordance with generally accepted accounting principles;

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions.

ARTICLE TWO

THE SECURITIES

SECTION 2.01. FORMS GENERALLY.

The Securities of each series shall be in such form as shall be established
by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate provisions as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required by any Gaming Authority or as may be required to comply with the rules
of any securities exchange or depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. If the form of any series of Securities is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of a written order signed by two Officers or by and Officer and an
Assistant Treasurer of the Company for the authentication and delivery of such
Securities.

The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

The terms and provisions in the Securities shall constitute, and are hereby
expressly made, a part of this Indenture.

SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The Trustee's certificates of authentication shall be in substantially the
following form:

This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

---------------------------------------
As Trustee

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

SECTION 2.03. AMOUNT UNLIMITED, ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 2.04,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
any series of Securities:

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other
series);

(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.08, 2.09, 2.11 or 9.05 and except for any
Securities which, pursuant to Section 2.04, are deemed never to have been
authenticated and delivered hereunder);

(3) the person to whom any interest on a Security of the series shall
be payable, if other than the person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
record date for such interest;

(4) the date or dates on which the principal of any Securities of the
series is payable;

(5) the rate or rates at which any Securities of the series shall
bear interest, if any, the date or dates from which any such interest shall
accrue, the dates on which any such interest shall be payable and the
record date for any such interest payable on any such payment date;

(6) the place or places where the principal of and any premium and
interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series may be
redeemed, in whole or in part, at the option of the Company and, if other
than by a Board Resolution, the manner in which any election by the Company
to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods
within which, the price or prices at which and

the terms and conditions upon which any Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denomination of $1,000 and any integral multiple
thereof, the denominations in which any Securities of the series shall be
issuable;

(10) if the amount of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be
determined;

(11) if other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of or any
premium or interest on any Securities of the series shall be payable and
the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose;

(12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than that
or those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be
payable, the periods within which and the terms and conditions upon which
such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);

(13) if other than the entire principal amount thereof the portion of
the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to
Section 6.02;

(14) if the principal amount payable at the maturity of any Securities
of the series will not be determinable as of any one or more dates prior to
maturity, the amount which shall be deemed to be the principal amount of
such Securities as of any such date for any purpose thereunder or
hereunder, including the principal amount thereof which shall be due and
payable upon any maturity date other than the stated maturity or which
shall be deemed to be outstanding as of any date prior to the stated
maturity (or, in any such case, the manner in which such amount deemed to
be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or
any specified part, shall be defeasible pursuant to Section 4.11, and, if
other than by a Board Resolution, the manner in which any election by the
Company to defease such Securities shall be evidenced;

(16) any addition to or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 6.02;

(17) any addition to or change in the covenants set forth in Article
Four which applies to Securities of the series;

(18) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities, and the
depositary for such Global Security and Securities; and

(19) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series,
provided that no such term may modify or delete any provision hereof if
imposed by the Trust Indenture Act, and provided, further that any
modification or deletion of the rights, duties or immunities of the Trustee
hereunder shall have been consented to in writing by the Trustee).

If any of the foregoing terms are not available at the time such Board
Resolution is adopted, or such officers' Certificate or any supplemental
indenture is executed, such resolutions, Officers' Certificate or supplemental
indenture may reference the document or documents to be created in which such
terms will be set forth prior to the issuance of such Securities.

All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 2.04) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 2.04. EXECUTION AND AUTHENTICATION; DENOMINATIONS; DELIVERY AND DATING.

Two Officers shall sign the Securities for the Company by facsimile
signature. The Company's seal shall be reproduced on the Securities.

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

A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

Upon a written order of the Company signed by two Officers or by an Officer
and an Assistant Treasurer of the Company, the Trustee shall authenticate the
Securities.

The Securities shall be issuable only in registered form without coupons
and only in minimum denominations of $100,000 and in integral multiples of
$1,000 in denominations above $100,000.

The Company and the Trustee, by their execution and authentication,
respectively, of the Securities, expressly agree to the terms and conditions
stated therein and to be bound thereby.

SECTION 2.05. REGISTRAR AND PAYING AGENT.

The Company shall maintain an office or agency where Securities of a series
may be presented for registration of transfer or for exchange ("Registrar") and
an office or agency where Securities of that series may be presented for payment
("Paying Agent"). At all times the Registrar and the Paying Agent shall each
maintain an office or agency in the State of New York where Securities of a
series may be presented for the above purposes. The Registrar shall keep a
register of the Securities of that series and of their registration of transfer
and exchange. The Company may have one or more co-registrars and one or more
additional paying agents for each series of Securities. The term "Paying Agent"
includes any additional paying agent. The term "Registrar" includes any
co-registrar.

The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee of the name and address of any such
agent. If the Company fails to maintain a Registrar or Paying Agent for any
series of Securities, the Trustee shall act as such.

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

SECTION 2.06. PAYING AGENT TO HOLD MONEY IN TRUST.

Subject to the provisions of Article Three and Section 8.03 hereof, each
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on any series of Securities, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or a
subsidiary of the Company acts as Paying Agent, it shall, on or before each due
date of principal of or interest on that series of Securities, segregate the
money and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon doing so the
Paying Agent shall have no further liability for the money.

SECTION 2.07. SECURITYHOLDER 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
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or 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 Securityholders, separately
by series, relating to such interest payment date or request, as the case may
be.

SECTION 2.08. TRANSFER AND EXCHANGE.

Where a Security is presented to the Registrar or a co-registrar with a
request to register a transfer, the Registrar shall register the transfer as
requested if the requirements of Section 8-401(1) of the Nevada Uniform
Commercial Code are met. Where Securities are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit registration of transfers
and exchanges, the Trustee shall authenticate Securities at the Registrar's
request. The Company may charge a reasonable fee for any transfer or exchange
but not for any exchange pursuant to Section 2.11 or 9.05.

The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a series during a
period beginning at the opening of business 15 days before the day of any
selection of Securities of that series for redemption under Section 11.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.

SECTION 2.09. REPLACEMENT SECURITIES.

If the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate and make available for delivery a replacement Security of like
series if the requirements of Section 8-405 of the Nevada Uniform Commercial
Code are met. Before any Security is replaced, an indemnity bond must be
provided sufficient in the judgment of the Company and the Trustee to protect
the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
from any loss which any of them may suffer if a Security is replaced. The
Company may charge for its expenses in replacing a Security. Every replacement
Security shall constitute a contractual obligation of the Company and shall be
entitled to all the benefits of this Indenture equally with all other Securities
of the same series issued hereunder.

SECTION 2.10. OUTSTANDING SECURITIES.

The Securities of any series outstanding at any time are all the Securities
of that series authenticated by the Trustee except for those canceled by it and
those described in this Section. Subject to the provisions of Section 12.06
hereof, a Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.

If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If the Paying Agent holds on the maturity date money sufficient to pay
Securities payable on that date, then on and after that date such Securities
shall cease to be outstanding and interest on them shall cease to accrue.

For each series of Original Issue Discount Securities, the principal amount
of such Securities that shall be deemed to be outstanding and used to determine
whether the necessary Holders have given any request, demand, authorization,
direction, notice, consent or waiver shall be the principal amount of such
Securities that could be declared to be due and payable upon acceleration upon
an Event of Default as of the date of such determination. When requested by the
Trustee, the Company will advise the Trustee of such amount, showing its
computations in reasonable detail.

SECTION 2.11. TEMPORARY SECURITIES.

Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a written order of
the Company signed by two officers of the Company. Temporary Securities shall
be substantially in the form of definitive Securities, but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

SECTION 2.12. CANCELLATION.

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall cancel and destroy any
Securities surrendered to them for registration of transfer, exchange, payment
or cancellation. Certification of the destruction of all cancelled securities
shall be delivered to the Company. The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation.

SECTION 2.13. DEFAULTED INTEREST.

If the Company defaults in a payment of interest on any series of
Securities, it shall pay the defaulted interest to the persons who are
Securityholders of that series on a subsequent special record date. After the
deposit by the Company with the Trustee of money sufficient to pay such
defaulted interest, the Trustee shall fix the record date and payment date. At
least 15 days before the record date, the Company shall mail to each
Securityholder of that series a notice that states the record date, the payment
date, and the amount of defaulted interest to be paid. The Company may pay
defaulted interest in any other lawful manner.

SECTION 2.14. MANDATORY DISPOSITION OF SECURITIES PURSUANT TO GAMING LAWS.

Each Holder, by accepting the Securities, shall be deemed to have agreed
that if the Gaming Authority of any jurisdiction in which the Company or any of
its subsidiaries conducts or proposes to conduct gaming requires that a person
who is a Holder must be licensed, qualified or found suitable under the
applicable Gaming Laws, such Holder shall apply for a license,

qualification or a finding of suitability within the required time period.
If such person fails to apply or become licensed or qualified or is found
unsuitable, the Company shall have the right, at its option, (i) to require
such person to dispose of its Securities or beneficial interest therein
within 30 days of receipt of notice of the Company's election or such earlier
date as may be requested or prescribed by such Gaming Authority or (ii) to
redeem such Securities at a redemption price equal to the lesser of (A) such
person's cost and (B) 100% of the principal amount thereof, plus accrued and
unpaid interest to the earlier of the redemption date and the date of the
finding of unsuitability, which may be less than 30 days following the notice
of redemption if so requested or prescribed by the Gaming Authority. The
Company shall notify the Trustee in writing of any such redemption as soon as
practicable. The Company shall not be responsible for any costs or expenses
any such Holder may incur in connection with its application for a license,
qualification or a finding of suitability.

ARTICLE THREE

SUBORDINATION

SECTION 3.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

The Company, for itself and its successors, and each Holder, by his
acceptance of Securities, agrees that the payment of the principal of and
interest on the Securities is subordinated, to the extent and in the manner
provided in this Article Three, to the prior payment in full of all Senior
Indebtedness.

For purposes of this Article Three, "Senior Indebtedness" means the
principal of and interest on and other amounts due on or in connection with
(a) Indebtedness of the Company (other than the Securities and the
Subordinated Notes issued by the Company pursuant to the Indenture by and
between the Company and the Trustee dated _______ __, ____), whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed in any manner by the Company or in effect guaranteed by the
Company through an agreement to purchase or otherwise, and (b) renewals,
extensions, refunding or refinancing of Indebtedness of the kind described in
the preceding clause (a), unless, in the case of any particular Indebtedness,
renewal, extension, refunding or refinancing, the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness, renewal, extension, refunding or refinancing does not
constitute Senior Indebtedness. Notwithstanding anything to the contrary in
the foregoing, Senior Indebtedness shall include (i) all Indebtedness,
liabilities and obligations of the Company owed to banks and other financial
institutions and (ii) the Senior Secured Notes issued by the Company pursuant
to the Indenture by and between the Company and the Trustee dated _______ __,
_____ (the "Senior Secured Notes") and the Senior Unsecured Notes issued by
the Company pursuant to the Indenture by and between the Company and the
Trustee dated _______ __, ____, but shall not include (w) any Indebtedness
hereafter incurred that is subordinate or junior in right of payment to any
Senior Indebtedness, (x) Indebtedness of the Company to a subsidiary or
affiliate of the Company for money borrowed or advances from such subsidiary
or affiliate, (y) the 10 5/8% Senior Subordinated Notes of the Company Due
1997, the 6 3/4% Senior Subordinated Notes of the Company Due 2003, and the 7
5/8% Senior Subordinated Debentures of the Company

Due 2013, with respect to which the Securities will rank PARI PASSU in right
of payment, or (z) any Indebtedness specified in an indenture supplemental
hereto or an Officers' Certificate as being excepted from the definition of
Senior Indebtedness; PROVIDED, that any guaranty by the Company of
Indebtedness of a subsidiary of the Company to third parties shall constitute
Senior Indebtedness unless, in the case of any particular guaranty, the
instrument creating or evidencing the same provides that such guaranty does
not constitute Senior Indebtedness; PROVIDED FURTHER, that in the event a
subsidiary of the Company advances to the Company the proceeds attributable
to Indebtedness incurred by such subsidiary to a third party which
Indebtedness has been guaranteed by the Company, then such obligation of the
Company to repay such advance to the subsidiary shall constitute Senior
Indebtedness, unless the Company provides in writing that such advance does
not constitute Senior Indebtedness.

This Article Three shall constitute a continuing offer to all persons who,
in reliance upon such provisions, become holders of, or continue to hold, Senior
Indebtedness, and such provisions are made for the benefit of the holders of
Senior Indebtedness, and such holders are made obligees hereunder and they
and/or each of them may enforce such provisions.

SECTION 3.02. NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

(a) Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration or otherwise, all principal thereof and interest thereon and
other amounts due in connection therewith shall first be paid in full, or
such payment duly provided for or other provision made therefor in a manner
satisfactory to the holders of such Senior Indebtedness, before any payment
is made (i) on account of principal of or interest on any of the Securities
or (ii) to acquire any of the Securities for cash or property other than
capital stock of the Company.

(b) Upon the happening of an event of default (or if an event of
default would result upon any payment with respect to any of the
Securities) with respect to any Senior Indebtedness, as such event of
default is defined therein or in the instrument under which it is
outstanding, permitting the holders to accelerate the maturity thereof and
(if the default is other than (i) default in payment of the principal of or
interest on or other amount due in connection with such Senior Indebtedness
or (ii) a default for which notice is required to be sent under the terms
of such Senior Indebtedness by the holders thereof or their Representative)
upon written notice thereof given to the Company and the Trustee by the
holders of such Senior Indebtedness or their Representative, then, unless
and until such event of default shall have been cured or waived or shall
have ceased to exist, no payment shall be made by the Company with respect
to the principal of or interest on any of the Securities or to acquire any
of the Securities for cash or property other than capital stock of the
Company; PROVIDED, HOWEVER, that if such default is a default other than a
default referred to in clause (i) of this Section 3.02(b), nothing
contained in this Section 3.02(b) shall prevent the Company from making
payments of interest, when due, on any of the Securities.

(c) In the event that notwithstanding the provisions of this
Section 3.02 the Company shall make any payment to the Trustee on account
of the principal of or interest on any of the Securities (other than as
permitted by Section 3.02(b)) after the happening of an event of default of
the type specified in clauses (i) or (ii) of Section 3.02(b) above or after
receipt by the Company and the Trustee of written notice as provided in
Section 3.02(b) above of any other event of default with respect to any
Senior Indebtedness, then, unless and until such event of default shall
have been cured or waived or shall have ceased to exist, such payment
(subject to the provisions of Sections 3.06 and 3.07) shall be held by the
Trustee in trust for the benefit of, and shall be paid forthwith over and
delivered to, the holders of Senior Indebtedness (pro rata as to each of
such holders on the basis of the respective amounts of Senior Indebtedness
held by them) or their Representative or the trustee under the indenture or
other agreement (if any) pursuant to which Senior Indebtedness may have
been issued, as their respective interests may appear, for application to
the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Indebtedness. The Company shall give prompt
written notice to the Trustee of any default under any Senior Indebtedness
or under any agreement pursuant to which Senior Indebtedness may have been
issued.

SECTION 3.03. SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY.

Upon any distribution of assets of the Company pursuant to any dissolution,
winding up, liquidation or reorganization of the Company (whether in bankruptcy,
insolvency, receivership or similar proceedings relating to the Company or its
property or upon an assignment for the benefit of creditors or otherwise):

(a) the holders of all Senior Indebtedness shall first be entitled to
receive payment in full of the principal and interest due thereon and other
amounts due in connection therewith before the Holders are entitled to
receive any payment on account of the principal of or interest on any of
the Securities;

(b) any payment or distributions of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders
or the Trustee on behalf of the Holders would be entitled except for the
provisions of this Article Three shall be paid by the liquidating trustee
or agent or other person making such a payment or distribution directly to
the holders of Senior Indebtedness or their Representative to the extent
necessary to make payment in full of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution or
provision therefor to the holders of such Senior Indebtedness; and

(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 the Trustee or the
Holders or any Paying Agent (or, if the Company

is acting as its own Paying Agent, money for any such payment or
distribution shall be segregated or held in trust) on account of
principal of or interest on any of the Securities before all Senior
Indebtedness is paid in full, or effective provision made for its
payment, such payment or distribution (subject to the provisions of
Sections 3.06 and 3.07) shall be received and held in trust for and
shall be paid over to the holders of the Senior Indebtedness remaining
unpaid or unprovided for or to their Representative for application to
the payment of such Senior Indebtedness until all such Senior
Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution or provision therefor to the holders
of such Senior Indebtedness.

The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company or any
assignment for the benefit of the Company's creditors.

SECTION 3.04. SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.

Subject to the payment in full in cash of all Senior Indebtedness, the
Holders of any series of Securities shall be subrogated to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company applicable to the Senior Indebtedness until all amounts owing on
such series of Securities shall be paid in full, and for the purpose of such
subrogation no such payments or distributions to the holders of Senior
Indebtedness by or on behalf of the Company or by or on behalf of the Holders of
such series by virtue of this Article Three which otherwise would have been made
to the Holders of such series shall, as between the Company and the Holders of
such series, be deemed to be payment by the Company to or on account of the
Senior Indebtedness, it being understood that the provisions of this
Article Three are and are intended solely for the purpose of defining the
relative rights of the Holders of such series, on the one hand, and the holders
of Senior Indebtedness, on the other hand.

SECTION 3.05. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

Nothing contained in this Article Three or elsewhere in this Indenture or
in any Security is intended to or shall impair, as between the Company and the
Holders, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders the principal of and interest on the Securities 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 Indebtedness, nor shall
anything herein or therein prevent the Trustee or any Holder from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article Three of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy. Upon any distribution of
assets of the Company referred to in this Article Three, the Trustee, subject to
the provisions of Sections 7.01 and 7.02, and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding up, liquidation, reorganization or similar
proceedings are pending, or a certificate of the liquidating trustee or agent or
other person making

any distribution to the Trustee or to the Holders for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness 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 Three.

SECTION 3.06. TRUSTEES AND PAYING AGENT ENTITLED TO ASSUME PAYMENTS NOT
PROHIBITED IN ABSENCE OF NOTICE.

The Trustee and Paying Agent shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee or the Paying Agent unless and until the Trustee or
the Paying Agent shall have received written notice thereof from the Company or
from one or more holders of Senior Indebtedness or from any Representative
therefor and, prior to the receipt of any such written notice, the Trustee and
Paying Agent, subject to the provisions of Sections 7.01 and 7.02, shall be
entitled in all respects conclusively to assume that no such fact exists.

SECTION 3.07. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT.

Any deposit of monies by the Company with the Trustee or any Paying Agent
(whether or not in trust) for the payment of principal of or interest on any of
the Securities shall be subject to the provisions of Sections 3.01, 3.02, 3.03
and 3.04 except that, if prior to the date on which by the terms of this
Indenture any such monies may become payable for any purpose (including, without
limitation, the payment of either principal of or interest on any Security) the
Trustee or such Paying Agent shall not have received with respect to such monies
the notice provided for in Section 3.06, then the Trustee or such Paying Agent
shall have full power and authority to receive such monies and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date.
Nothing herein shall be construed to relieve any Holders from duties imposed
upon them under Section 3.03(c) with respect to monies received in violation of
the provisions of this Article Three.

SECTION 3.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF COMPANY
OR HOLDERS OF SENIOR INDEBTEDNESS.

No right of any present or future holders of any Senior Indebtedness 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 Indenture, regardless of any
knowledge thereof which any such holder may have or be otherwise charged with.
The holders of Senior Indebtedness may extend, renew, modify or amend the terms
of the Senior Indebtedness or any security therefor and release, sell or
exchange such security and otherwise deal freely with the Company, all without
affecting the liabilities and obligations of the parties to the Indenture or the
Holders of the Securities. No provision in any supplemental indenture which
affects the superior position of the holders of the Senior Indebtedness shall be
effective against the holders of the Senior Indebtedness who have not consented
thereto.

SECTION 3.09. SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES.

Each Holder of the Securities by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Three and appoints the Trustee his attorney-in-fact for such purpose,
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
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the immediate filing of a claim for the unpaid balance of its or
his Securities in the form required in said proceedings and cause said claim to
be approved. 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 Senior Indebtedness
are hereby authorized to have the right to file and are hereby authorized to
file an appropriate claim for and on behalf of the Holders of said Securities.

SECTION 3.10. RIGHT OF TRUSTEE AND PAYING AGENT TO HOLD SENIOR INDEBTEDNESS.

The Trustee and the Paying Agent shall be entitled to all of the rights set
forth in this Article Three in respect of any Senior Indebtedness at any time
held by either of them to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee or the Paying Agent of any of its rights as such holder.

SECTION 3.11. ARTICLE THREE NOT TO PREVENT EVENTS OF DEFAULT.

The failure to make a payment on account of principal of or interest on the
Securities by reason of any provision of this Article Three shall not be
construed as preventing the occurrence of an Event of Default under
Section 6.01.

ARTICLE FOUR

COVENANTS

SECTION 4.01. PAYMENT OF SECURITIES.

The Company shall pay the principal of and interest on the Securities on
the dates and in the manner provided in the Securities. An installment of
principal of or interest on the Securities shall be considered paid on the date
it is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay the installment; PROVIDED, HOWEVER, that money held by the
Trustee for the benefit of holders of Senior Indebtedness pursuant to the
provisions of Article Three hereof shall not be considered paid within the
meaning of this Section 4.01.

The Company shall pay interest on overdue principal at the rate borne by
the Securities; it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.

SECTION 4.02. CORPORATE EXISTENCE.

Subject to Article Five, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate, partnership or other existence of each subsidiary in
accordance with the respective organizational documents of each subsidiary and
the rights (charter and statutory), licenses and franchises of the Company and
its subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve, with respect to itself, any right, license or franchise, and with
respect to the subsidiaries, any such existence, right, license or franchise, if
the Board of Directors, or the board of directors or managing partners of the
subsidiary concerned, shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or any subsidiary and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 4.03. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any subsidiary or upon the income,
profits or property of the Company or any subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any subsidiary; PROVIDED, HOWEVER, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings; and
PROVIDED, FURTHER, that the Company shall not be required to cause to be paid or
discharged any such tax, assessment, charge or claim if the Board of Directors,
or the board of directors or managing partners of the subsidiary concerned,
shall determine that such payment is not advantageous to the conduct of the
business of the Company or any subsidiary and that the failure so to pay or
discharge is not disadvantageous in any material respect to the Holders.

SECTION 4.04. MAINTENANCE OF PROPERTIES.

The Company will cause all properties used in the conduct of its business
or the business of any subsidiary to be maintained and kept in such condition,
repair and working order as in the judgment of the Company may be necessary, so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this
Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Board of Directors or of
the board of directors or managing partners of the subsidiary concerned,
desirable in the conduct of the business of the Company or any subsidiary and
not disadvantageous in any material respect to the Holders; and PROVIDED
FURTHER, that property may be disposed of in the ordinary course of the business
of the Company or its subsidiaries at the discretion of the appropriate officers
of the Company and its subsidiaries.

SECTION 4.05. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. Unless the Trustee serves as
Paying Agent or Registrar, the Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company 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
address of the Trustee set forth in Section 12.02.

The Company may also from time to time designate one or more other offices
or agencies where the Securities 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.

SECTION 4.06. COMPLIANCE CERTIFICATE.

The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company an Officers' Certificate stating whether or not
the signers know of any default by the Company in performing its covenants in
Sections 4.02, 4.03, 4.04, 4.05, 4.09 and 4.10. If they do know of such a
default, the certificate shall describe the default in detail.

SECTION 4.07. REPORTS.

The Company shall file with the Trustee within 15 days after it files them
with the SEC copies of the quarterly and annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

So long as any of the Securities remain outstanding the Company shall cause
to be mailed to the Holders at their addresses appearing in the register of
Securities maintained by the Registrar all annual, quarterly or other reports
which the Company mails or causes to be mailed to its stockholders generally,
concurrently with such mailing to stockholders, and will cause to be disclosed
in such annual reports as of the date of the most recent financial statements in
each such report the amount available for dividends and other payments pursuant
to the most restrictive covenant therefor as of such date.

SECTION 4.08. WAIVER OF STAY, EXTENSION OF USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in an manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or
advantage of, any stay or extension law or any usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the
interest on the Securities as contemplated herein, whenever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company 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.

SECTION 4.09. LIMITATION ON LIENS.

Nothing in this Indenture or in the Securities shall in any way restrict or
prevent the Company or any of its subsidiaries from incurring any Indebtedness;
PROVIDED, HOWEVER, that neither the Company nor any of its subsidiaries may
issue, assume or guarantee any Indebtedness secured by a Lien upon any
Consolidated Property without effectively providing that the Securities shall be
secured equally and ratably with (or prior to) such Indebtedness so long as such
Indebtedness shall be so secured, except that this restriction will not apply
to:

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

(b) Liens affecting property of a corporation or other entity
existing at the time it becomes a subsidiary of the Company or at the time
it is merged into or consolidated with the Company or a subsidiary of the
Company;

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

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

(e) Liens which secure Indebtedness owing by a subsidiary of the
Company to the Company or to a subsidiary of the Company;

(f) Liens securing Indebtedness of the Company the proceeds of which
are used substantially simultaneously with the incurrence of such
Indebtedness to retire Funded Debt;

(g) purchase money security Liens on personal property;

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

(i) Liens on the stock, partnership or other equity interest of the
Company or any subsidiary in any Joint Venture or any subsidiary which owns
an equity interest in such Joint Venture to secure Indebtedness, provided
the amount of such Indebtedness is contributed and/or advanced solely to
such Joint Venture;

(j) Liens securing any Senior Indebtedness, including without
limitation, the Senior Secured Notes;

(k) Liens in favor of the United States or any state thereof, or any
department, agency, instrumentality, or political subdivision of any such
jurisdiction, to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness incurred
for the purpose of financing all or any part of the purchase price or cost
of constructing or improving the property subject thereto, including,
without limitation, Liens to secure Indebtedness of the pollution control
or industrial revenue bond type;

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

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

(n) Liens for taxes or assessments and similar charges other (x) not
delinquent or (y) contested in good faith by appropriate proceedings and as
to which the Company or a subsidiary of the Company shall have set aside on
its books adequate reserves;

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

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

Notwithstanding the foregoing provisions of this Section 4.09, the Company
and any one or more of its subsidiaries may, without securing the Securities,
issue, assume or guarantee Indebtedness which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with all
other such Indebtedness of the Company and its subsidiaries which would
otherwise be subject to the foregoing restrictions (not including Indebtedness
permitted to be secured under clauses (a) through (j) inclusive above) and the
aggregate Value of Sale and Lease-Back Transactions (other than those in
connection with which the Company has voluntarily retired Funded Debt) does not
at any one time exceed 15% of Consolidated Net Tangible Assets of the Company
and its consolidated subsidiaries.

SECTION 4.10. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.

Neither the Company nor any of its subsidiaries shall enter into any Sale
and Lease-Back Transaction unless either (a) the Company or such subsidiary
would be entitled, pursuant to the provisions of Section 4.09, to incur
Indebtedness in a principal amount equal to or exceeding the Value of such Sale
and Lease-Back Transaction, secured by a Lien on the property to be leased,
without equally and ratably securing the Securities or (b) the Company (and in
any such case the Company covenants and agrees that it will do so) within
120 days after the effective date of such Sale and Lease-Back Transaction
(whether made by the Company or a subsidiary of the Company) applies to the
voluntary retirement of its Funded Debt an amount equal to the Value of the Sale
and Lease-Back Transaction less the principal amount of other Funded Debt
voluntarily retired by the Company within four months after the effective date
of such arrangement, excluding retirements of Funded Debt as a result of
conversions or pursuant to mandatory sinking fund or prepayment provisions or by
payment at maturity.

SECTION 4.11. DEFEASANCE OF CERTAIN OBLIGATIONS.

The Company may omit to comply with any term, provision or condition set
forth in Sections 4.03, 4.04, 4.09 and 4.10 and Article Five and Section 6.01(3)
(with respect to Sections 4.03, 4.04, 4.09 and 4.10 and Article Five) and, in
each case with respect to any series of Securities, such omission shall be
deemed not to be an Event of Default, PROVIDED, that the following conditions
have been satisfied with respect to such series:

(1) the Company has irrevocably deposited or caused to be deposited
with the Trustee, as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such series of
Securities, (A) money in an amount, or (B) U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will, without consideration of any reinvestment
of such interest, provide not later than the opening of business on the
relevant due date, money in an amount, or (C) a combination thereof, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, sufficient to pay and discharge the principal of, and each
installment of interest on, such series of Securities then outstanding on
the date of maturity of such principal or installment of interest or on the
redemption date, as the case may be;

(2) Such deposit shall not cause the Trustee with respect to such
series of Securities to have a conflicting interest for purposes of the TIA
with respect to such series of Securities;

(3) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture;

(4) No Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default with respect to
such series of Securities shall have occurred and be continuing on the date
of such deposit and no Event of Default under Section 6.01(5) or
Section 6.01(6) or event which with the giving of notice or lapse of time,
or both, would become an Event of Default under Section 6.01(5) or
Section 6.01(6) shall have occurred and be continuing at any time during
the period ending on the 91st day after such date or, if longer, ending on
the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of
such period);

(5) the deposit shall not result in the Company, the Trustee or the
trust becoming or being deemed to be an "investment company" under the
Investment Company Act of 1940;

(6) The Company has delivered to the Trustee an Opinion of Counsel,
reasonably satisfactory to the Trustee, to the effect that (i) Holders of
such series of Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance of
certain obligations and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the
case if such deposit and defeasance had not occurred and (ii) (A) the trust
funds will not be subject to any rights of holders of Senior Indebtedness,
including, without limitation, those arising under Article Three of this
Indenture and (B) after the passage of 90 days following the deposit, the
trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally, PROVIDED, that if a court were to rule under any such law in any
case or proceeding that the trust funds remained property of the Company,
no opinion need be given as to the effect of such laws on the trust funds
except the following: (x) assuming such trust funds remained in the
Trustee's possession prior to such court ruling to the extent not paid to
Holders of such series of Securities, the Trustee will hold, for the
benefit of the Holders of such series of Securities, a valid and perfected
security interest in such trust funds that is not avoidable in bankruptcy
or otherwise and (y) no property, rights in property or other interests
granted to the Trustee for the benefit of the Holders of Securities or to
the Holders of Securities in exchange for or with respect to any of such
trust funds will be subject to any prior rights of holders of Senior
Indebtedness, including without limitation those arising under Article
Three of this Indenture; and

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

SECTION 4.12. LIMITATION ON LAYERING DEBT.

The Company may not create, incur, assume or suffer to exist any
Indebtedness that is subordinate in right of payment to any other debt of the
Company, unless, by its terms or the terms of the instrument creating or
evidencing it, such Indebtedness is subordinate in right of payment to, or ranks
pari pasu with, the Securities.

ARTICLE FIVE

SUCCESSOR CORPORATION

The Company shall not consolidate with or merge into any other person or
transfer its properties and assets substantially as an entirety to any person
unless:

(1) either the Company shall be the continuing corporation, or the
person (if other than the Company) formed by such consolidation or into
which the Company is merged or to which the properties and assets of the
Company substantially as an entirety are transferred shall be a
corporation, partnership or trust organized and existing under the laws of
the United States of America or any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee,
all the obligations of the Company under the Securities and this Indenture;

(2) immediately after giving effect to such transaction, no Default
or Event of Default exists; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction
have been complied with.

The successor corporation formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein, and thereafter the predecessor corporation shall be
relieved of all obligations and covenants under the Indenture and the
Securities, and in the event of such transfer any such predecessor corporation
may be dissolved and liquidated.

ARTICLE SIX

DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

An "Event of Default" with respect to any series of Securities occurs if:

(1) the Company defaults in the payment of interest on such series of
Securities when the same becomes due and payable and the default continues
for a period of 30 days; or

(2) the Company defaults in the payment of principal of such series
of Securities when the same becomes due and payable at maturity, upon
redemption or otherwise; or

(3) the Company fails to comply with any of its other agreements in
such series of Securities or this Indenture, and the default continues for
the period and after the notice specified below; or

(4) an event or events of default, as defined in any one or more
mortgages, indentures or instruments under which there may be issued, or by
which there may be secured or evidenced, any Indebtedness of the Company or
a subsidiary, whether such Indebtedness now exists or shall hereafter be
created, shall happen and shall entitle the holders of such Indebtedness to
declare an aggregate principal amount of at least $10,000,000 of such
Indebtedness due and payable and such event of default shall not have been
cured or waived in accordance with the provisions of such instrument, or
such Indebtedness shall not have been discharged, within a period of 30
days after there shall have been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of such series of Securities then
outstanding a written notice specifying such event or events of default and
requiring the Company to cause such event of default to be cured or such
Indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder, PROVIDED, HOWEVER, that the Company is not in good
faith contesting in appropriate proceedings the occurrence of such an event
of default; or

(5) a court of competent jurisdiction enters a judgment, decree or
order for relief in respect of the Company or any subsidiary in an
involuntary case or proceeding under any Bankruptcy Law which shall
(A) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or any
subsidiary, (B) appoint a Custodian of the Company or any subsidiary or for
any substantial part of its property or (C) order the winding-up or
liquidation of its affairs; and such judgment, decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or any
bankruptcy or insolvency petition or application is filed, or any
bankruptcy or insolvency proceeding is commenced, against the Company or
any subsidiary and such petition, application or proceeding is not
dismissed within 60 days;

or any warrant of attachment is issued against any substantial portion
of the property of the Company or any subsidiary which is not released
within 60 days of service; or

(6) the Company or any subsidiary shall (A) become insolvent,
(B) generally fail to pay its debts as they become due, (C) make any
general assignment for the benefit of creditors, (D) admit in writing its
inability to pay its debts generally as they become due, (E) commence a
voluntary case or proceeding under any Bankruptcy Law, (F) consent to the
entry of a judgment, decree or order for relief in an involuntary case or
proceeding under any Bankruptcy Law, (G) consent to the institution of
bankruptcy or insolvency against it, (H) apply for, consent to or acquiesce
in the appointment of or taking possession by a Custodian of the Company or
any subsidiary or for any substantial part of its property or (I) take any
corporate action in furtherance of any of the foregoing.

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

A default under clause (3) (other than a Default under Section 4.02 or
Article Five which Default shall be an Event of Default without the notice or
passage of time specified in this paragraph) is not an Event of Default with
respect to a series of Securities until the Trustee or the Holders of at least
25% in principal amount of such series of Securities then outstanding notify the
Company of the default and the Company does not cure the default within 30 days
after receipt of the notice. The notice must specify the default, demand that
it be remedied and state that the notice is a "Notice of Default."

SECTION 6.02. ACCELERATION.

If an Event of Default relating to any series of Securities occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
not less than 25% in principal amount of such series of Securities then
outstanding by notice in writing to the Company and the Trustee, may declare the
unpaid principal (or, in the case of Original Issue Discount Securities, such
lesser amount as may be provided for in such Securities of and any accrued
interest on all such series of Securities, (but in no event more than the
maximum amount of principal and interest thereon allowed by law) to be due and
payable immediately. Upon any such declaration such principal and interest
shall be payable immediately.

At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of such series of Securities then outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration as
to such series of Securities, and its consequences if:

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

(A) the principal of such series of Securities that has become
due otherwise than by such declaration of acceleration (together with
interest, if any, payable thereon); and

(B) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee and its agents, attorneys and counsel; and

(2) all existing Events of Default relating to such series of
Securities have been cured or waived and the rescission would not conflict
with any judgment or decree.

SECTION 6.03. OTHER REMEDIES.

If an Event of Default relating to any series of Securities occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on such series of
Securities or to enforce the performance of any provisions of such series of
Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the subject series of Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder 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. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

Subject to Section 9.02, the Holders of a majority in principal amount of
any series of Securities then outstanding by notice to the Trustee may waive an
existing Default or Event of Default with respect to such series of Securities,
and its consequences. When a Default or Event of Default is waived, it is cured
and stops continuing.

SECTION 6.05. CONTROL BY MAJORITY.

The Holders of a majority in principal amount of any series of Securities
then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to any default under such series of
Securities. However, subject to Section 7.01, the Trustee may refuse to follow
any direction that conflicts with any rule of law or this Indenture, that is
unduly prejudicial to the rights of another Holder of such series of Securities,
or that would involve the Trustee in personal liability.

SECTION 6.06. LIMITATION ON SUITS.

A Holder of any series of Securities may not pursue any remedy with respect
to this Indenture or any series of Securities unless:

(1) the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to such series;

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

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

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

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

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

SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, but subject to the
provisions of Article Three, the right of any Holder of a Security to receive
payment of principal of or interest on the Security on or after the respective
due dates expressed in the Security or to bring suit for the enforcement of any
such payment on or after such respective dates shall not be impaired or affected
without the consent of the Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

If an Event of Default in payment of interest or principal specified in
Section 6.01(1) or (2) occurs and is continuing with respect to any series of
Securities, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal (or such
portion of the principal as may be specified as due upon acceleration at that
time in the terms of that series of Securities) and interest, if any, remaining
unpaid on such series of Securities then outstanding.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company, its
creditors or its property.

SECTION 6.10. PRIORITIES.

Subject to the provisions of Article Three, if the Trustee collects any
money pursuant to this Article with respect to any series of Securities, it
shall pay out the money in the following order:

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

Second: to Securityholders for amounts due and unpaid on such series
of Securities for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
series of Securities for principal and interest, respectively; and

Third: to the Company.

The Trustee may fix a record date and payment date for any payment to
Holders of any series of Securities pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

SECTION 6.11. UNDERTAKING FOR COSTS.

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

ARTICLE SEVEN

TRUSTEE

The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed.

SECTION 7.01. DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is known to the Trustee
(and is not cured), the Trustee shall exercise its rights and powers and
use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

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

(1) The Trustee need perform only those duties that are
specifically set forth in this Indenture or in the TIA and no
covenants or obligations shall be implied in this Indenture which
bind the Trustee.

(2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, the Trustee shall examine the
certificates and opinions which by any provision of this Indenture are
specifically required to be furnished to the Trustee to determine
whether or not they conform in form to the requirements of this
Indenture.

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

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

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

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

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

(e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives 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 with the Company.

SECTION 7.02. RIGHTS OF TRUSTEE.

(a) The Trustee may rely on 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 Officer's Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

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

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

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or its
subsidiaries or Affiliates with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar or co-registrar may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

If a Default occurs with respect to any series of Securities and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder of such series of Securities, notice of the Default within 90 days after
it occurs. Except in the case of a default in the payment of principal of or
interest on such series of Securities, the Trustee may withhold the notice if
and so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of the Holders of such series of
Securities.

SECTION 7.06. REPORTS BY TRUSTEE.

Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, the Trustee shall mail to each Securityholder a brief
report dated as of such May 15 that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall notify the Trustee when the Securities are listed on
any stock exchange.

To the extent requested by the Company, the Trustee shall cooperate with
the Gaming Authorities in order to provide such Gaming Authorities with any
information and documentation that they may request and as otherwise required by
law.

SECTION 7.07. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expense
may include the reasonable compensation and expenses of the Trustee's agents and
counsel. The Company shall indemnify the Trustee against any loss or liability
incurred by it, without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this trust. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent. The Company need not reimburse any expense
or indemnify against any loss or liability incurred by the Trustee through
negligence or bad faith.

To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

The Trustee may resign by so notifying the Company in writing. The
Holders of a majority in principal amount of any series of Securities then
outstanding may remove the Trustee with respect to such series of Securities
by so notifying the removed Trustee and may appoint a successor Trustee with
the Company's consent. The Company may remove the Trustee with respect to one
or more or all series of Securities if:

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

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

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

(4) the Trustee becomes incapable of acting.

If, as to any series of Securities, 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 for that series.

A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, 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 as to such series. A successor Trustee shall mail notice of its
succession to the Holders of such series of Securities.

If a successor Trustee as to any series of Securities does not take office
within 60 days after the retiring Trustee resigns or is removed, then (i) the
retiring Trustee or the Company may petition any court of competent jurisdiction
for the appointment of a successor Trustee and (ii) the Holders of a majority in
principal amount of such series of Securities then outstanding may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 with respect to any series
of Securities, any Holder of such series of Securities who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee for such series.

In case of appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) shall contain such
provisions as shall be necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be a trustee of a trust hereunder separate and apart
from any trust hereunder and administered by any other such Trustee.

Upon the execution and delivery of such supplemental Indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee as to any series of Securities consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
assets to, another corporation, the resulting, surviving or transferee
corporation shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, without any further act, be the successor Trustee
as to such series.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a). The Trustee as to any series of Securities
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee shall comply with 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.

SECTION 7.12. AUTHENTICATING AGENT.

If the Company so requests, there shall be an Authenticating Agent
appointed by the Trustee with power to act on its behalf and subject to its
direction in the authentication and delivery of any series of Securities in
connection with the exchange or registration of transfer thereof as fully to all
intents and purposes as though the Authenticating Agent had been expressly
authorized by the relevant Sections hereof to authenticate and deliver such
series of Securities, and such series of Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as though authenticated by the Trustee hereunder, and for all
purposes of this Indenture, the authentication and delivery of such series of
Securities by the Authenticating Agent pursuant to this Section shall be deemed
to be the authentication and delivery of such series of Securities "by the
Trustee." Notwithstanding anything to the contrary contained in Section 2.04,
or in any other Section hereof, all authentication in connection with exchange
or registration of transfer thereof shall be effected either by the Trustee or
an Authenticating Agent and such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State, with a combined capital and surplus of at least $5,000,000 and
authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal or State authority. If at any time an

Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or the Authenticating Agent or such successor
corporation.

Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section, the
Trustee shall promptly appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Holders of the Securities as the names and addresses of such
Holders appear on the register of Securities, and shall publish notices of such
appointment at least once in a newspaper of general circulation in the place
where such successor Authenticating Agent has its principal office.

Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth, including, without
limitation, the duties to authenticate and deliver the Securities when presented
to it in connection with exchanges or registrations of transfer thereof; it will
furnish from time to time, as requested by the Trustee, appropriate records of
all transactions carried out by it as Authenticating Agent and will furnish the
Trustee such other information and reports as the Trustee may reasonably
require; it is eligible for appointment as Authenticating Agent under this
Section and will notify the Trustee promptly if it shall cease to be so
qualified; and it will indemnify the Trustee against any loss, liability or
expense incurred by the Trustee and will defend any claim asserted against the
Trustee by reason of any act or failure to act of the Authenticating Agent but
it shall have no liability for any action taken by it at the specific written
direction of the Trustee.

The Company agrees that it will pay to the Authenticating Agent from time
to time reasonable compensation for its services.

The provisions of Sections 7.02, 7.03 and 7.04 shall bind and inure to the
benefit of any Authenticating Agent to the same extent that they bind and inure
to the benefit of the Trustee.

If an appointment is made pursuant to this Section, the Securities may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

This is one of the Securities referred to in the within mentioned
Indenture.

as Trustee

By ____________________________________
As Authenticating Agent

By ____________________________________
Authorized Signatory

ARTICLE EIGHT

DISCHARGE OF INDENTURE

SECTION 8.01. TERMINATION OF COMPANY'S OBLIGATIONS.

The Company may terminate its obligations under any series of Securities
and this Indenture with respect to such series, except those obligations
referred to in the immediately succeeding paragraph, if:

(a) all such series of Securities previously authenticated and
delivered (other than mutilated, destroyed, lost or stolen Securities which
have been replaced or such series of Securities which are paid for pursuant
to Section 4.01 or such series of Securities for whose payment money or
securities have theretofore been held in trust and thereafter repaid to the
Company, as provided in Section 8.03) have been delivered to the Trustee
for cancellation and the Company has paid all sums payable by it hereunder
with respect to such series; or

(b)(1) the series of Securities mature within one year or all of
them are to be called for redemption within one year after arrangements
satisfactory to the Trustee for giving the notice of redemption; and

(b)(2) the Company has irrevocably deposited or caused to be
deposited with the Trustee, during such one-year period, as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such series of Securities, (A) money in an
amount, or (B) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms
will, without consideration of any reinvestment of such interest, provide
not later than the opening of

business on the relevant due date, money in an amount, or (C) a
combination thereof, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, sufficient to pay and
discharge the principal of, and each installment of interest on, such
series of Securities then outstanding on the date of maturity of such
principal or installment of interest or the redemption date, as the case
may be; or

(c)(1) the Company has irrevocably deposited or caused to be
deposited with the Trustee, as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of
such series of Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will, without consideration of any
reinvestment of such interest, provide not later than the opening of
business on the relevant due date, money in an amount, or (C) a combination
thereof, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, sufficient to pay and discharge the principal of
and each installment of interest on such series of Securities then
outstanding on the date of maturity of such principal or installment of
interest, or, on the redemption date, as the case may be; and

(c)(2) the Company delivers to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent
provided for in clause (c) and in Section 4.11 relating to the
satisfaction and discharge of this Indenture with respect to such series
of Securities have been complied with.

Notwithstanding the foregoing clause (c), prior to the end of the 90-day
period referred to in clause (6)(ii) of Section 4.11, none of the Company's
obligations under this Indenture shall be discharged, and subsequent to the end
of the 90-day period only the Company's obligations in Sections 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08, 8.03 and 8.04 shall survive until such
series of Securities are no longer outstanding. Thereafter, the Company's
obligations in Sections 7.07, 8.03 and 8.04 shall survive; PROVIDED, that the
Company shall pay any taxes or other costs and expenses incurred by any trust
created pursuant to this Article Eight.

After any such irrevocable deposit and after satisfaction of all the
conditions of this Section 8.01, the Trustee, upon the Company's request, shall
acknowledge in writing the discharge of the Company's obligations under the
subject Securities and this Indenture, except for those surviving obligations
specified above. The Trustee shall not be responsible for any calculations made
by the Company in connection with the deposit of funds pursuant to clauses
(b)(2) or (c)(1) of this Section 8.01.

The Company may make an irrevocable deposit pursuant to this Section 8.01
only if at such time it is not prohibited from doing so under the provisions of
Article Three and the Company shall have delivered to the Trustee and any such
Paying Agent an Officers' Certificate to that effect.

SECTION 8.02. APPLICATION OF TRUST MONEY.

The Trustee or Paying Agent shall, with respect to any series of
Securities, hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 8.01, and shall apply the deposited money and the money from
U.S. Government Obligations in accordance with this Indenture, to the payment of
principal of and interest on such series of Securities. Money so held in trust,
to the extent allocated for the payment of such series of Securities, shall not
be subject to the provisions of Article Three.

SECTION 8.03. REPAYMENT TO THE COMPANY.

Subject to Section 8.02, the Trustee and the Paying Agent shall promptly
pay to the Company upon request any excess money or U.S. Government Obligations
held by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal or
interest that remains unclaimed for two years; PROVIDED, HOWEVER, that the
Company shall, if requested by the Trustee or such Paying Agent, give the
Trustee or such Paying Agent satisfactory indemnification against any and all
liability which may be incurred by it by reason of such payment; and PROVIDED,
FURTHER, that the Trustee or such Paying Agent before being required to make any
payment shall at the expense of the Company cause to be published once in a
newspaper or newspapers printed in the English language, customarily published
at least five days a week and of general circulation in the City of Las Vegas,
Nevada and in the Borough of Manhattan, The City of New York and mail to each
Securityholder entitled to such money notice that such money remains unclaimed
and that, after a date specified therein which shall be at least 30 days from
the date of such publication or mailing, any unclaimed balance of such money
then remaining will be repaid to the Company. After payment to the Company,
Securityholders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another person.

SECTION 8.04. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.01 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.01; PROVIDED, HOWEVER,
that if the Company has made any payment of interest on or principal of any
series of Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of

such series of Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

ARTICLE NINE

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

The Company and the Trustee as to any series of Securities may amend or
supplement this Indenture or the Securities without notice to or consent of any
Securityholder:

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

(2) to comply with Article Five;

(3) to provide, to the extent permitted by law, that all or a portion
of the obligations of the Company hereunder shall be represented only by
appropriate records maintained by the Company or the Trustee in addition to
or in place of the issue of Securities;

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

(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided,
however, that any such addition, change or elimination (A) shall neither
(i) apply to any series of Securities created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision
nor (ii) modify the rights of the Holder of any such Security with respect
to such provision or (B) shall become effective only when there is no
outstanding Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision;

(6) to make any change that does not adversely affect the rights of
any Securityholder of any series; or

(7) to establish additional series of Securities as permitted by
Section 2.03.

SECTION 9.02. WITH CONSENT OF HOLDERS

The Company and the Trustee as to any series of Securities may amend or
supplement this Indenture or such series of Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the then outstanding Securities of each series
affected by such amendment or supplement, with each such series voting as a
separate class. The Holders of a majority in principal amount of any series of
Securities then

outstanding may also waive compliance in a particular instance by the Company
with any provision of this Indenture with respect to that series of
Securities; provided, however, that without the consent of each
Securityholder affected, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not:

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

(2) reduce the rate, or extend the time for payment of interest
on, any Security in a manner adverse to the Holders thereof;

(3) reduce the principal of, or extend the fixed maturity or
fixed redemption date of any Securities, in a manner adverse to the Holders
thereof;

(4) waive a default in the payment of the principal of, or
interest on, any Security;

(5) modify the provisions of Article Three (Subordination) in a
manner adverse to the Holders of Securities or in a manner which will cause
any Security to be senior to any other Security in right of payment;

(6) make any Security payable in money other than that stated in
the Security; or

(7) make any changes in Section 6.04, 6.07 and 9.02 (second
sentence).

An amendment or waiver under this Section may not make any change that
adversely affects the rights under Article Three of any holder of an issue of
Senior Indebtedness unless such holder consents to such amendment or waiver.

An amendment or waiver under this Section which waives, changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more series of Securities, or
which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series.

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

After an amendment or waiver under this Section becomes effective, the
Company shall mail to Holders of Securities of each series affected thereby a
notice briefly describing the amendment or waiver.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment to or supplement of this Indenture or the Securities shall
comply 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
such amendment, supplement or waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the
Trustee receives notice of revocation before the date the amendment, supplement
or waiver becomes effective.

The Company may, but shall not be obligated to, set a record date for the
purpose of determining the identity of Holders entitled to consent to any
amendment, supplement or waiver permitted by this Indenture. If a record date
is fixed, the Holders of Securities of that series outstanding on such record
date, and no other Holders, shall be entitled to consent to such amendment,
supplement or waiver or revoke any consent previously given, whether or not such
Holders remain Holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities of that series required hereunder
for such amendment, supplement or waiver to be effective shall have also been
given and not revoked within such 90-day period.

After an amendment, supplement or waiver becomes effective, it shall bind
the Holder of every Security unless it makes a change described in clause (1),
(2), (3), (4), (5), (6) or (7) of Section 9.02. In that case the amendment,
supplement or waiver shall bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security.

SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article if the amendment, supplement or waiver does not
adversely affect the rights of the Trustee. If it does, the Trustee may but
need not sign it. The Company may not sign an

amendment or supplement until the Board of Directors approves it. The
Trustee, subject to Sections 7.01 and 7.02, shall be entitled to receive, and
shall be fully protected in relying upon an Opinion of Counsel stating that
any amendment, supplement or waiver is authorized by this Indenture and
complies with the provisions of this Article Nine.

ARTICLE TEN

MEETINGS OF SECURITYHOLDERS

SECTION 10.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of any series of Securities, either separately or
jointly, may be called at any time and from time to time pursuant to the
provisions of this Article Ten for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to waive or to consent to the waiving of
any Default or Event of Default hereunder and its consequences, or to take
any other action authorized to be taken by Securityholders pursuant to any
of the provisions of Article Six;

(b) to remove the Trustee or appoint a successor Trustee pursuant to
the provisions of Article Seven;

(d) to take any action (i) authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of such series of
Securities under any other provision of this Indenture, or authorized or
permitted by law or (ii) which the Trustee deems necessary or appropriate
in connection with the administration of this Indenture.

SECTION 10.02. MANNER OF CALLING MEETINGS.

The Trustee may at any time call a meeting of Holders of any series of
Securities to take any action specified in Section 10.01, to be held at such
time and at such place in the City of Las Vegas, Nevada, as the Trustee shall
determine. Notice of every meeting of Holders of any series of Securities,
setting forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed by the Trustee,
first-class postage prepaid, to the Company, and to the Holders of such series
of Securities at their last addresses as they shall appear on the registration
books of the Registrar, not less than ten nor more than 60 days prior to the
date fixed for the meeting.

Any meeting of Holders of the Securities shall be valid without notice if
(i) with respect to a meeting of any series of Securities, all Holders of such
series of Securities then outstanding

are present in person or by proxy, or if notice is waived before or after the
meeting by all Holders of such series of Securities then outstanding and (ii)
with respect to a meeting of all Securityholders, all Holders of such
Securities then outstanding are present in person or by proxy, or if notice
is waived before or after the meeting by all Holders of such Securities then
outstanding, and, in each case, if the Company and the Trustee are either
present by duly authorized representative or have, before or after the
meeting waived notice.

SECTION 10.03. CALL OF MEETINGS BY COMPANY OR HOLDERS.

In case at any time the Company, pursuant to resolution of its Board of
Directors, or the Holders of not less than 25% in aggregate principal amount of
any series of Securities then outstanding shall have requested the Trustee to
call a meeting of Securityholders, either separately or jointly, to take any
action specified in Section 10.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days for
receipt of such request, then the Company or the Holders of such series of
Securities in the amount above specified may determine the time and place in the
City of Las Vegas, Nevada, or in the Borough of Manhattan, The City of New York,
for such meeting and may call such meeting for the purpose of taking such
action, by mailing or causing to be mailed notice thereof as provided in Section
10.02, or by causing notice thereof to be published at least once in each of two
successive calendar weeks (on any day of the week) in a newspaper or newspapers
printed in the English language, customarily published at least five days a week
and of general circulation in the City of Las Vegas, Nevada and in the Borough
of Manhattan, The City of New York, the first such publication to be not less
than 10 nor more than 60 days prior to the date fixed for the meeting.

SECTION 10.04. WHO MAY ATTEND VOTE AT MEETINGS.

To be entitled to vote at any meeting of Securityholders, a person shall
(a) be a registered Holder of one or more Securities, or (b) be a person
appointed by an instrument in writing as proxy for the registered Holder or
Holders of Securities. The only persons who shall be entitled to be present or
to speak at any meeting of Securityholders shall be the persons entitled to vote
at such meeting and their counsel and any representative of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 10.05. REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING;
VOTING RIGHTS; ADJOURNMENT.

Notwithstanding any other provision of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, and submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think appropriate. Such regulations may fix
a record date and time for determining the Holders of record of Securities
entitled to vote at such meeting, in which case those and only those persons who
are Holders of Securities at the record date and time so fixed,

or their proxies, shall be entitled to vote at such meeting whether or not
they shall be such Holders at the time of the meeting.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 10.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote.

At any meeting each Securityholder or proxy shall be entitled to one vote
for each $1,000 principal amount of Securities held or represented by him;
PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in
respect of any Securities challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Securities held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other Securityholders. At any meeting of Securityholders, the
presence of persons holding or representing any number of Securities shall be
sufficient for a quorum. Any meeting of Securityholders duly called pursuant to
the provisions of Section 10.02 or Section 10.03 may be adjourned from time to
time by vote of the Holders of a majority in aggregate principal amount of the
Securities represented at the meeting and entitled to vote, and the meeting may
be held as so adjourned without further notice.

SECTION 10.06. VOTING AT THE MEETING AND RECORD TO BE KEPT.

The vote upon any resolution submitted to any meeting of Securityholders
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities or of their representatives by proxy and the principal
amount of the Securities voted by the ballot. The permanent chairman of the
meeting shall appoint two inspectors of votes, who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts, setting forth a copy of the notice of the meeting
and showing that such notice was mailed as provided in Section 10.02 or
published as provided in Section 10.03. The record shall be signed and verified
by the affidavits of the permanent chairman and the secretary of the meeting and
one of the duplicates shall be delivered to the Company and the other to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

SECTION 10.07. EXERCISE OF RIGHTS OF TRUSTEE OR SECURITYHOLDERS MAY NOT BE
HINDERED OR DELAYED BY CALL OF MEETING.

Nothing in this Article Ten contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Securityholders or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Securityholders under any of the provisions of
this Indenture or of the Securities.

ARTICLE ELEVEN

REDEMPTION

SECTION 11.01. NOTICES TO TRUSTEE.

If the Company elects to redeem any series of Securities pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

If the Company elects to reduce the principal amount of Securities of any
series to be redeemed pursuant to mandatory redemption provisions thereof, it
shall notify the Trustee of the amount of, and the basis for, any such
reduction. If the Company elects to credit against any such mandatory
redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall deliver such Securities with such notice.

SECTION 11.02. SELECTION OF SECURITIES TO BE REDEEMED.

If less than all of the Securities of a series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a PRO RATA basis or by lot. The Trustee shall make the
selection not more than 75 days and not less than 30 days before the redemption
date from Securities of that series outstanding and not previously called for
redemption. Except as otherwise provided as to any series of Securities,
Securities and portions thereof that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Securities of the series to be
redeemed or any integral multiple thereof. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption. The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities to be called for redemption.

SECTION 11.03. NOTICE OF REDEMPTION.

Except as otherwise provided as to any series of Securities, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
a notice of redemption to each Holder whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "redemption price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

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

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

(6) that, unless the Company defaults in payment of the redemption
price, interest on Securities called for redemption ceases to accrue on and
after the redemption date;

(7) The paragraph of the series of Securities and/or Section of any
supplemental indenture pursuant to which such Securities called for
redemption are being redeemed; and

(8) the CUSIP number, if any, of the Securities to be redeemed.

At the Company's 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. The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice of the Holder of any Security shall not affect the validity of the
proceeding for the redemption of any other Security.

SECTION 11.04. EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed in accordance with Section 11.03
hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the redemption price.

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

On or before the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company or any subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the redemption price of all
Securities called for redemption on that date other than Securities which have
previously been delivered by the Company to the Trustee for cancellation. The
Paying Agent shall return to the Company any money not required for that
purpose.

SECTION 11.06. SECURITIES REDEEMED IN PART.

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

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02. NOTICES.

Any notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by first-class mail postage prepaid, addressed as
follows:

if to the Company:

Circus Circus Enterprises, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel

if to the Trustee:

First Interstate Bank of Nevada, N.A.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed by
first-class mail, postage prepaid, to such Holder at such Holder's address as it
appears on the register maintained by the Registrar and shall be sufficiently
given to such Holder if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication is mailed in the manner provided above, it shall be
deemed to have been duly given two days after the data of mailing, whether or
not the addressee receives it.

SECTION 12.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS

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

SECTION 12.04. CERTIFICATES 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:

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

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

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each Officers' Certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture shall include:

(1) a statement that the person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
Officers' Certificate of Opinion of Counsel are based;

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

(4) a statement as to whether or not in the opinion of such person,
such condition or covenant has been complied with; PROVIDED, HOWEVER, that
with respect to matters of fact an Opinion of Counsel may rely on an
Officers' Certificate.

SECTION 12.06. WHEN TREASURY SECURITIES DISREGARDED.

In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or by an Affiliate shall be disregarded, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee knows are
so owned shall be so disregarded.

SECTION 12.07. RULES BY PAYING AGENT, REGISTRAR.

The Paying Agent or Registrar each may make reasonable rules for its
functions.

SECTION 12.08. LEGAL HOLIDAYS.

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

SECTION 12.09. GOVERNING LAW.

This Indenture and the Securities shall be governed by and construct in
accordance with the laws of the State of Nevada.

SECTION 12.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.11. NO RECOURSE AGAINST OTHERS.

A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration of issuance of the Securities. The waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

SECTION 12.12. SUCCESSORS.

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

SECTION 12.13. DUPLICATE 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.

SECTION 12.14. SEVERABILITY.

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

SECTION 12.15. EFFECT OF HEADINGS, TABLE OF CONTENTS, ETC.

The Article and Section headings herein and the table of contents are for
convenience only and shall not affect the construction thereof.

This Indenture has been delivered and adopted by the parties hereto in the
State of Nevada.

IN WITNESS WHEREOF, the Company and the Trustee have caused their names to
be signed hereto by their respective officers thereunto duly authorized and
their respective corporate seals, duly attested, to be hereunto duly affixed,
all as of the day and year first above written.

SIGNATURES

CIRCUS CIRCUS ENTERPRISES, INC.

(SEAL)
By: _________________________
Name:
Title:

FIRST INTERSTATE BANK OF
NEVADA, N.A.,
as Trustee

(SEAL) By: _________________________
Name:
Title:

CIRCUS CIRCUS ENTERPRISES, INC. Issuer and FIRST INTERSTATE BANK OF NEVADA, N.A., Trustee Indenture

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