EXHIBIT 4.9

ISLE OF CAPRI CASINOS, INC.

ISSUER

RIVERBOAT CORPORATION OF MISSISSIPPI

RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG
RIVERBOAT SERVICES, INC.
CSNO, INC.
LOUISIANA RIVERBOAT GAMING PARTNERSHIP
ST. CHARLES GAMING COMPANY, INC.
LRG HOTELS, L.L.C.
GRAND PALAIS RIVERBOAT, INC.
LRGP HOLDINGS, INC.
PPI, INC.
ISLE OF CAPRI CASINO COLORADO, INC.
ISLE OF CAPRI CASINO-TUNICA, INC.
IOC-COAHOMA, INC.
ISLE OF CAPRI HOTELS-BOSSIER CITY, L.L.C.
SUBSIDIARY GUARANTORS

TO

STATE STREET BANK AND TRUST COMPANY
TRUSTEE

INDENTURE

DATED AS OF APRIL 23, 1999

$390,000,000

8 3/4% SENIOR SUBORDINATED NOTES DUE 2009

Trust Indenture
Act Section                      Indenture Section
-----------                      -----------------
(S) 310(a)(1).................   607
(S) 310(a)(2).................   607
(S) 310(b)....................   604; 608
(S) 311.......................   101; 604; 611
(S) 312(a)....................   305; 703
(S) 312(b)....................   703
(S) 312(c)....................   703
(S) 313(a)....................   704
(S) 313(b)....................   704
(S) 313(c)....................   601; 704; 705
(S) 314(a)....................   705; 1009
(S) 314(a)(4).................   1008(a)
(S) 314(c)(1).................   102
(S) 314(c)(2).................   102
(S) 314(d)....................   704
(S) 314(e)....................   102
(S) 315(a)....................   602
(S) 315(b)....................   601
(S) 315(c)....................   602
(S) 315(d)....................   602
(S) 315(e)                       607
(S) 316(a)(last sentence).....   101 ("Outstanding")
(S) 316(a)(1)(A)..............   502, 512
(S) 316(a)(1)(B)..............   513
(S) 316(b)....................   508
(S) 316(c)....................   104(d)
(S) 317(a)(1).................   503
(S) 317(a)(2).................   504
(S) 317(b)....................   1003
(S) 318(a)....................   111
(S) 318(c)....................   111

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

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ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
     APPLICATION.............................................................   2
     SECTION 101. DEFINITIONS................................................   2
     SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.......................  26
     SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.....................  26
     SECTION 104. ACTS OF HOLDERS............................................  27
     SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.......................  28
     SECTION 106. NOTICE TO HOLDERS; WAIVER..................................  28
     SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS...................  29
     SECTION 108. SUCCESSORS AND ASSIGNS.....................................  29
     SECTION 109. SEPARABILITY CLAUSE........................................  29
     SECTION 110. BENEFITS OF INDENTURE......................................  29
     SECTION 111. GOVERNING LAW..............................................  29
     SECTION 112. LEGAL HOLIDAYS.............................................  29
     SECTION 113. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........  30
     SECTION 114. RULES OF CONSTRUCTION......................................  30

ARTICLE TWO NOTE FORMS.......................................................  31
     SECTION 201. FORMS GENERALLY............................................  31
     SECTION 202. TEMPORARY NOTES............................................  32

ARTICLE THREE THE NOTES......................................................  32
     SECTION 301. TITLE AND TERMS............................................  32
     SECTION 302. DENOMINATIONS..............................................  33
     SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.............  33
     SECTION 304. NOTE REGISTRAR; PAYING AGENT; DEPOSITARY; GLOBAL NOTE
                  HOLDER.....................................................  34
     SECTION 305. NOTEHOLDER LISTS...........................................  34
     SECTION 306. TRANSFER AND EXCHANGE......................................  34
     SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN NOTES................  40
     SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.............  40
     SECTION 309. PERSONS DEEMED OWNERS......................................  41
     SECTION 310. CANCELLATION...............................................  42
     SECTION 311. COMPUTATION OF INTEREST....................................  42
     SECTION 312. CUSIP NUMBER...............................................  42

ARTICLE FOUR SATISFACTION AND DISCHARGE......................................  42
     SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE....................  42
     SECTION 402. APPLICATION OF TRUST MONEY.................................  43

ARTICLE FIVE REMEDIES........................................................  44
     SECTION 501. EVENTS OF DEFAULT..........................................  44
     SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.........  46
     SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE....................................................  46
     SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM...........................  47
     SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.....  48
     SECTION 506. APPLICATION OF MONEY COLLECTED.............................  48
     SECTION 507. LIMITATION ON SUITS........................................  49
     SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                  PREMIUM, INTEREST..........................................  49
     SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.........................  49
     SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.............................  50
     SECTION 511. DELAY OR OMISSION NOT WAIVER...............................  50
     SECTION 512. CONTROL BY HOLDERS.........................................  50
     SECTION 513. WAIVER OF PAST DEFAULTS....................................  50
     SECTION 514. WAIVER OF STAY OR EXTENSION LAWS...........................  51

ARTICLE SIX THE TRUSTEE......................................................  51
     SECTION 601. NOTICE OF DEFAULTS.........................................  51
     SECTION 602. CERTAIN RIGHTS OF TRUSTEE..................................  51
     SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES..  52
     SECTION 604. MAY HOLD NOTES.............................................  53
     SECTION 605. MONEY HELD IN TRUST........................................  53
     SECTION 606. COMPENSATION AND REIMBURSEMENT.............................  53
     SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY....................  54
     SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..........  54
     SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................  55
     SECTION 610. MERGER OR CONVERSION, CONSOLIDATION OR SUCCESSION TO
                  BUSINESS...................................................  55
     SECTION 611. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........  56
     SECTION 612. PAYING AGENT, REGISTRAR....................................  56

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............  57
     SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..  57
     SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.....  57
     SECTION 703. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS...............  58
     SECTION 704. REPORTS BY TRUSTEE.........................................  58

     SECTION 705.  REPORTS BY COMPANY........................................  58
ARTICLE EIGHT CONSOLIDATION, MERGER OR CONVEYANCE, TRANSFER OR LEASE.........  59
     SECTION 801.  COMPANY AND RESTRICTED SUBSIDIARIES MAY CONSOLIDATE,
                   MERGE, TRANSFER OR LEASE ONLY ON CERTAIN TERMS............  59
     SECTION 802.  SUCCESSOR SUBSTITUTED.....................................  61

ARTICLE NINE SUPPLEMENTAL INDENTURES AND AMENDMENTS..........................  61
     SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF HOLDERS....  61
     SECTION 902.  SUPPLEMENTAL INDENTURES WITH THE CONSENT OF HOLDERS.......  62
     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES......................  63
     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURE..........................  63
     SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.......................  64
     SECTION 906.  REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.............  64
     SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.........................  64

ARTICLE TEN CERTAIN COVENANTS................................................  64
     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST...........  64
     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY...........................  65
     SECTION 1003. AGENCY FOR NOTE PAYMENTS TO BE HELD IN TRUST..............  65
     SECTION 1004. CORPORATE EXISTENCE.......................................  66
     SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.........................  67
     SECTION 1006. MAINTENANCE OF PROPERTIES.................................  67
     SECTION 1007. MAINTENANCE OF INSURANCE..................................  67
     SECTION 1008. STATEMENT BY OFFICERS AS TO DEFAULT.......................  67
     SECTION 1009. REPORTS TO HOLDERS OF NOTES...............................  68
     SECTION 1010. LIMITATION ON INDEBTEDNESS................................  68
     SECTION 1011. LIMITATION ON LIENS.......................................  70
     SECTION 1012. LIMITATION ON RESTRICTED PAYMENTS.........................  71
     SECTION 1013. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
                   AFFECTING RESTRICTED SUBSIDIARIES.........................  73
     SECTION 1014. LIMITATION ON ASSET SALES AND EVENTS OF LOSS..............  74
     SECTION 1015. LIMITATION ON DISPOSITION OF STOCK OF RESTRICTED
                   SUBSIDIARIES..............................................  75
     SECTION 1016. LIMITATION ON TRANSACTIONS WITH AFFILIATES................  75
     SECTION 1017. CHANGE IN NATURE OF BUSINESS..............................  76
     SECTION 1018. RESTRICTED AND UNRESTRICTED SUBSIDIARIES; SUBSIDIARY
                   GUARANTORS................................................  76
     SECTION 1019. STAY, EXTENSION AND USURY LAWS............................  78
     SECTION 1020. LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS......  78

ARTICLE ELEVEN REDEMPTION OF AND REPURCHASE OF SECURITIES....................  78
     SECTION 1101. RIGHT OF REDEMPTION.......................................  78
     SECTION 1102. APPLICABILITY OF ARTICLE..................................  79
     SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.....................  79
     SECTION 1104. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED OR
                   REPURCHASED...............................................  80
     SECTION 1105. NOTICE OF REDEMPTION......................................  80
     SECTION 1106. DEPOSIT OF REDEMPTION PRICE...............................  81
     SECTION 1107. NOTES PAYABLE ON REDEMPTION DATE..........................  81
     SECTION 1108. NOTES REDEEMED IN PART....................................  81
     SECTION 1109. CHANGE OF CONTROL REPURCHASE OFFER........................  81
     SECTION 1110. ASSET SALE/LOSS PROCEEDS REPURCHASE OFFER.................  82
     SECTION 1111. PROCEDURES FOR OFFERS TO REPURCHASE NOTES.................  82
     SECTION 1112. EFFECT OF REPURCHASE NOTICE...............................  84
     SECTION 1113. DEPOSIT OF REPURCHASE PRICE...............................  84
     SECTION 1114. COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE
                   OF NOTES..................................................  85
     SECTION 1115. REPAYMENT TO THE COMPANY..................................  85

ARTICLE TWELVE GUARANTEES....................................................  85
     SECTION 1201. SUBSIDIARY GUARANTEES.....................................  85
     SECTION 1202. NATURE OF SUBSIDIARY GUARANTEES...........................  86
     SECTION 1203. AUTHORIZATION.............................................  86
     SECTION 1204. CERTAIN WAIVERS...........................................  87
     SECTION 1205. NO SUBROGATION; CERTAIN AGREEMENTS........................  88
     SECTION 1206. BANKRUPTCY; NO DISCHARGE..................................  88
     SECTION 1207. SEVERABILITY OF VOID OBLIGATIONS UNDER SUBSIDIARY
                   GUARANTEES................................................  89
     SECTION 1208. RIGHT OF CONTRIBUTION.....................................  89
     SECTION 1209. ADDITIONAL SUBSIDIARY GUARANTORS..........................  90

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE..........................  91
     SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
                   DEFEASANCE................................................  91
     SECTION 1302. DEFEASANCE AND DISCHARGE..................................  91
     SECTION 1303. COVENANT DEFEASANCE.......................................  91
     SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...........  92
     SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
                   HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.............  93
     SECTION 1306. REINSTATEMENT.............................................  93
     SECTION 1307. COUNTERPARTS..............................................  94

ARTICLE FOURTEEN SUBORDINATION...............................................  94
     SECTION 1401. AGREEMENT TO SUBORDINATE..................................  94
     SECTION 1402. LIQUIDATION; DISSOLUTION; BANKRUPTCY......................  94

SECTION 1403. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.................  95
SECTION 1404. ACCELERATION OF THE NOTES.................................  97
SECTION 1405. WHEN DISTRIBUTION MUST BE PAID OVER.......................  97
SECTION 1406. NOTICE BY THE COMPANY AND SUBSIDIARY GUARANTORS...........  97
SECTION 1407. SUBROGATION...............................................  98
SECTION 1408. RELATIVE RIGHTS...........................................  98
SECTION 1409. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY AND
              SUBSIDIARY GUARANTORS.....................................  98
SECTION 1410. DISTRIBUTION OR NOTICE TO REPRESENTATIVE..................  99
SECTION 1411. RIGHTS OF TRUSTEE AND PAYING AGENT........................  99
SECTION 1412. AUTHORIZATION TO EFFECT SUBORDINATION..................... 100
SECTION 1413. MODIFICATION OF TERMS OF SENIOR INDEBTEDNESS.............. 100

INDENTURE, dated as of April 23, 1999, by and among:

(1) Isle of Capri Casinos, Inc., a Delaware corporation (the "Company") the principal office of which is located at 711 Washington Loop, Biloxi, Mississippi 39530,

(2) Riverboat Corporation of Mississippi, a Mississippi corporation, Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation, Riverboat Services Incorporated, an Iowa corporation, CSNO, Inc., a Louisiana corporation, Louisiana Riverboat Gaming Partnership, a Louisiana general partnership, St. Charles Gaming Company, Inc., a Louisiana corporation, LRG Hotels, L.L.C., a Louisiana limited liability company, Grand Palais Riverboat, Inc., a Louisiana corporation, LRGP Holdings, Inc., a Louisiana corporation, PPI, Inc., a Florida corporation, Isle of Capri Casino Colorado, Inc., a Colorado corporation, Isle of Capri Hotel-Bossier City, L.L.C., a Louisiana limited liability company, Isle of Capri Casino-Tunica, Inc., a Mississippi corporation, and IOC-Coahoma, Inc., a Mississippi corporation (collectively, the "Subsidiary Guarantors"),

(3) any other person that may from time to time become a party hereto as a Subsidiary Guarantor by executing and delivering to the Trustee an Addendum to Subsidiary Guarantee, and

(4) State Street Bank and Trust Company, as trustee (the "Trustee").

RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

A. The Company has duly authorized the creation of an issue of 8 3/4% Senior Subordinated Notes Due 2009 (the "Transfer Restricted Notes") and the Company's 8 3/4% Senior Subordinated Notes due 2009 to be issued in exchange for the Transfer Restricted Notes pursuant to the terms of the Registration Rights Agreement (as defined below) (the "Exchange Notes" and, together with the Transfer Restricted Notes, the "Notes"), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

B. Each of the Subsidiary Guarantors listed in clause (2) above has duly authorized its guarantee of the Notes and certain other obligations of the Company as set forth in Article Twelve hereof and endorsed on the Notes (together with any Addendum to Subsidiary Guarantees collectively, the "Subsidiary Guarantees"), and to provide therefor, has duly authorized the execution and delivery of this Indenture.

C. This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (as defined below), that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

D. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and to make this Indenture a valid agreement of the Company, in accordance with their and its terms.

E. All things necessary have been done to make the Subsidiary Guarantees, when executed by the Subsidiary Guarantors and endorsed on the Notes authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors and to make this Indenture a valid agreement of the Subsidiary Guarantors, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms "cash transaction" and "self-liquidating paper," as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as defined below), and, except as otherwise herein expressly provided, any computation required or permitted hereunder shall be made in accordance with GAAP; and

(d) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

"Acquired Indebtedness" means Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Company or that is assumed in connection with an Asset Acquisition by such Person, but not Indebtedness incurred in connection with, or in anticipation of, such Person becoming a Subsidiary of the Company or such acquisition.

"Act" when used with respect to any Holder, has the meaning specified in Section 104.

"Additional Interest" means all additional interest owed pursuant to
Section 2.5 of the Registration Rights Agreement

"Affiliate" of any Person means any other Person that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with, such Person and with respect to any natural Person, any other immediate family member of such natural Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of Voting Stock or other equity interests, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing; provided that, in any event, any Person that owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.

"Affiliate Transaction" has the meaning specified in Section 1016.

"Agent" means any Registrar, Paying Agent, co-registrar, co-paying agent or other agent appointed pursuant to Section 1002.

"Airplane" means the King Air 200 airplane owned by the Company on the Issue Date.

"Asset Acquisition" means (a) any capital contribution (including, without limitation, transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock or other similar ownership or profit interest, by the Company or any of its Subsidiaries in any other Person, in either case pursuant to which such Person shall become a Subsidiary of the Company or any of its Subsidiaries or shall be merged with or into the Company or any of its Subsidiaries or (b) any acquisition by the Company or any of its Subsidiaries of the assets of any Person which constitute substantially all of an operating unit or business of such Person.

"Assets Held for Sale or Development" means:

(1) the FFC Preferred Stock,

(2) the Airplane,

(3) the Real Estate Options,

(4) the Cripple Creek Land, and

(5) the Discontinued Assets.

"Asset Sale" means any direct or indirect sale, conveyance, transfer, lease (other than an operating lease relating to assets, the fair market value of which, determined in the good faith judgment of the Board of Directors, does not exceed $2.0 million), assignment, issuance or other disposition (including, without limitation, by means of a sale-leaseback transaction) by the

Company or any Restricted Subsidiary to any Person (other than the Company or a wholly owned Restricted Subsidiary), in one transaction or a series of related transactions, of

(a) any Capital Stock of any Restricted Subsidiary or other similar equity interest or

(b) any other property or asset of the Company or any Restricted Subsidiary (other than

(1) Assets Held for Sale or Development,

(2) any Excess Land,

(3) current assets, as defined in accordance with GAAP, in the ordinary course of business,

(4) damaged, worn out or other obsolete property in the ordinary course of business if such property is no longer necessary for the proper conduct of such business,

(5) property no longer used or useful in the ordinary course of business or property replaced with similar property of similar utility in the ordinary course of business,

(6) each other disposition (or series of related dispositions) that results in Net Cash Proceeds to the Company and its Restricted Subsidiaries of less than or equal to $1.0 million and

(7) an Investment permitted under Section 1012 or a disposition made in accordance with Section 801.

"Average Life" means, as of the date of determination, with respect to any debt security, the quotient obtained by dividing (i) the sum of the product of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such debt security multiplied by the amount of such principal payment by (ii) the sum of all such principal payments.

"Beneficiaries" means the Holders and the Trustee.

"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 of the Company, or any duly authorized committee thereof, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York or in the city in which the principal corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close.

"Capital Stock" means, with respect to any Person, any and all shares, interests (including partnership and other equity interests), participations, rights in, or other equivalents (however designated and whether voting or nonvoting) of, such Person's capital stock, whether Outstanding on the Issue Date or issued after such date, and any and all rights, warrants or options exchangeable for or convertible into such capital stock.

"Capitalized Lease Obligation" means any obligation to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP, and, for the purpose of this Indenture, the amount of such obligation at any date of determination shall be the capitalized amount thereof at such date, determined in accordance with GAAP.

"Cash Equivalents" means any of the following, to the extent owned by the Company or any of its Restricted Subsidiaries free and clear of all Liens and having a maturity of not greater than 270 days from the date of acquisition:

(a) any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof),

(b) insured certificates of deposit or acceptances of any commercial bank that is a member of the Federal Reserve System, that issues (or the parent of which issues) commercial paper rated as described in clause (c) below and that has combined capital and surplus and undivided profits of not less than $500.0 million,

(c) commercial paper issued by a corporation (except an Affiliate of the Company) organized under the laws of any state of the United States or the District of Columbia and rated at least A-1 (or the then equivalent grade) by Standard & Poor's Corporation or at least Prime-1 (or the then equivalent grade) by Moody's Investors Service, Inc., and

(d) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States government or any agency or other instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), provided that the terms of such repurchase and reverse repurchase agreements comply with the guidelines set forth in the Federal Financial Agreements of Depository Institutions with Securities Dealers and Others, as adopted by the Comptroller of the Currency.

"Casino" means a gaming establishment owned by the Company or a Restricted Subsidiary and containing at least 600 slot machines and 10,000 square feet of space dedicated to the operation of games of chance.

"Casino Hotel" means any hotel or similar hospitality facility with at least 100 rooms owned by the Company or a Restricted Subsidiary and serving a Casino.

"Casino Related Facility" means any building, restaurant, theater, amusement park or other entertainment facility, parking or recreational vehicle facility or retail shops located at or adjacent to, and directly ancillary to, a Casino and used or to be used in connection with such Casino, other than a Casino Hotel.

"Change of Control" means after the Issue Date, an event or series of events by which:

(1) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) (other than the Permitted Equity Holders) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have "beneficial ownership" of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of securities representing the greater of

(a) that percentage of the combined voting power of the Company's Outstanding Voting Stock held by Permitted Equity Holders (including shares as to which the Company or a Permitted Equity Holder holds an effective proxy to vote) or

(b) 35% or more of the combined voting power of the Company's Outstanding Voting Stock,

but excluding in each case from the percentage of voting power held by any group, the voting power of shares owned by the Permitted Equity Holders who are deemed to be members of the group provided that such Permitted Equity Holders beneficially own a majority of the voting power of the Voting Stock held by such group, and at such time the Permitted Equity Holders together shall fail to beneficially own, directly or indirectly, securities representing at least the same percentage of voting power of such Voting Stock as the percentage "beneficially owned" by such person or group;

(2) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors (together with any new or replacement directors whose election by the Board of Directors, or whose nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office;

(3) the Company consolidates with or merges with or into any Person or conveys, transfers or leases all or substantially all of its assets to any Person, pursuant to a transaction in which the Outstanding Voting Stock of the Company is changed into or exchanged for cash, securities or other property (other than any such transaction where the Outstanding Voting Stock of the Company is (a) changed only to the extent necessary to reflect a change in the jurisdiction

of incorporation of the Company or (b) is exchanged for (x) Voting Stock of the surviving corporation which is not Disqualified Stock or (y) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment under Section 1012 (and such amount shall be treated as a Restricted Payment) and no person or group, other than Permitted Equity Holders (including any Permitted Equity Holders who are part of a group where such Permitted Equity Holders beneficially own a majority of the voting power of the Voting Stock held by such group), owns immediately after such transaction, directly or indirectly, more than 35% of the combined voting power of the Outstanding Voting Stock of the surviving corporation; or

(4) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under Section 801.

"Change of Control Offer" has the meaning specified in Section 1109.

"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

"Common Stock" means, with respect to any Person, any and all shares, interests, participations and other equivalents (however designated, whether voting or non-voting) of such Person's common stock, whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all series and classes of such common stock.

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

"Company Obligations" has the meaning set forth in Section 1201.

"Company Request" or "Company Order" means a written request or order signed in the name of the Company by its chairman, its president, any vice president, its treasurer or an assistant treasurer, and delivered to the Trustee.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Consolidated Cash Flow" means, for any period, the sum of

(a) the Consolidated Net Income of the Company and its Restricted Subsidiaries for such period, plus

(b) the sum of the following items (to the extent deducted in determining Consolidated Net Income in accordance with GAAP and without duplication):

(i) all Consolidated Interest Expense,

(ii) Consolidated Non-cash Charges,

(iii) Consolidated Income Tax Expense,

(iv) all extraordinary losses as determined in accordance with GAAP, and

(v) any pre-opening expenses.

"Consolidated Coverage Ratio" means the ratio of

(a) Consolidated Cash Flow of the Company and its Restricted Subsidiaries for the period (the "Reference Period") consisting of the four full fiscal quarters for which financial statements are available that immediately precede the date of the transaction or other circumstances giving rise to the need to calculate the Consolidated Coverage Ratio (the "Transaction Date") to

(b) the Consolidated Interest Expense for such Reference Period (based upon the pro forma amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Transaction Date and after giving effect to the transaction in question, unless otherwise provided in this Indenture).

For purposes of this definition, if the Transaction Date occurs before the date on which the Company's consolidated financial statements for the four full fiscal quarters after the Issue Date are available, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated, in the case of the Company and its Restricted Subsidiaries, after giving effect on a pro forma basis as if the Notes Outstanding on the Transaction Date were issued on the first day of such four full fiscal quarter period.

In addition, Consolidated Cash Flow and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation to

(a) the incurrence or retirement of any Indebtedness of the Company and its Restricted Subsidiaries at any time during the Reference Period or subsequent to such Reference Period but prior to the Transaction Date, including, without limitation, the incurrence of the Indebtedness giving rise to the need to make such calculation (unless otherwise provided in this Indenture), as if such Indebtedness were incurred or retired on the first day of the Reference Period; provided that if the Company or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the above clause shall give effect to the incurrence of such guaranteed Indebtedness as if the Company or such Restricted Subsidiary had directly incurred such guaranteed Indebtedness, and

(b) any Asset Sale, Event of Loss or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Company or any of its Restricted Subsidiaries (including any Person who becomes a Subsidiary as a result of the Asset Acquisition) incurring Acquired Indebtedness) occurring during the Reference Period or subsequent to such Reference Period but prior to the Transaction Date, and any permanent prepayment, repayment, redemption, purchase or retirement of Indebtedness in connection with such Asset Sale,

Event of Loss or Asset Acquisition, as if such Asset Sale, Event of Loss or Asset Acquisition and/or retirement occurred on the first day of the Reference Period,

Furthermore, in calculating Consolidated Interest Expense for purposes of this "Consolidated Coverage Ratio," interest on Indebtedness determined on a fluctuating basis shall be deemed to accrue at the rate in effect on the Transaction Date for such entire period.

"Consolidated Income Tax Expense" means, as applied to any Person for any period, federal, state, local and foreign income taxes (including franchise taxes imposed in lieu of or as additional income tax) of such Person and its Restricted Subsidiaries for such period, determined in accordance with GAAP; provided, that for purposes hereof, "income taxes" shall specifically exclude any taxes paid to or imposed by a Gaming Authority.

"Consolidated Interest Expense" means as applied to any Person for any period the sum of the following items (without duplication):

(a) the aggregate amount of interest recognized by such Person and its Restricted Subsidiaries in respect of their Consolidated Indebtedness (including all interest capitalized by such Person and its Restricted Subsidiaries during such period and all commissions, discounts and other similar fees and charges owed by such Person or any of its Restricted Subsidiaries for letters of credit and bankers' acceptance financing and the net costs associated with Interest Rate and Currency Protection Obligations of such Person and its Restricted Subsidiaries, but excluding other financing costs, amortization of deferred financing cost and debt discount or premium),

(b) the aggregate amount of the interest component of rentals in respect of Capitalized Lease Obligations recognized by such Person and its Restricted Subsidiaries,

(c) to the extent any Indebtedness of any other Person is guaranteed by such Person or any of its Restricted Subsidiaries, the aggregate amount of interest paid or accrued by such other Person during such period attributable to any such guaranteed Indebtedness,

(d) the interest portion of any deferred payment obligation,

(e) an amount equal to 1/3 of the base rental expense (i.e., not any rent expense paid as a percentage of revenues) attributable to such Person and its Restricted Subsidiaries, and

(f) the amount of dividends payable by such Person and its Restricted Subsidiaries in respect of Disqualified Stock (other than such dividends payable to such Restricted Subsidiaries).

"Consolidated Net Income" means, for any period, the aggregate of the consolidated Net Income (or net loss) of the Company and its Restricted Subsidiaries (determined in accordance with GAAP), less (to the extent included in such consolidated Net Income)

(a) the Net Income (or net loss) of any Person (the "other Person")

(i) other than a Restricted Subsidiary, except in each such case such Net Income shall be included to the extent of the amount of management fees or cash dividends or other cash distributions in respect of Capital Stock or other interest owned actually paid (out of funds legally available therefor) to and received by the Company or its Restricted Subsidiaries, other than dividends, if applicable, or other distributions to pay obligations of or with respect to such Unrestricted Subsidiary, such as income taxes, or

(ii) in which the Company or any of its Restricted Subsidiaries has a joint interest with a third party (which interest of a third party causes the Net Income (or net loss) of such other Person not to be consolidated into the Net Income (or net loss) of the Company and its Restricted Subsidiaries in accordance with GAAP), except in each such case such Net Income shall be included to the extent of the amount of management fees or cash dividends or other cash distributions in respect of Capital Stock or other interest owned actually paid (out of funds legally available therefor) to and received by the Company or its Restricted Subsidiaries, other than dividends, if applicable, or other distributions to pay obligations of or with respect to such Unrestricted Subsidiary, such as income taxes,

(b) items (other than the tax benefit of the utilization of net operating loss carry forwards or alternative minimum tax credits) classified as extraordinary,

(c) except to the extent includable in clause (a) above, the Net Income (or loss) of any other Person accrued or attributable to any period before the date on which it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or such other Person's property or Capital Stock (or a portion thereof) is acquired by the Company or any of its Restricted Subsidiaries, and

(d) the Net Income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by such Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, law, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders.

"Consolidated Net Worth" means, at any date of determination, the sum of

(a) the consolidated equity of the common stockholders of such Person and its Restricted Subsidiaries on such date, plus

(b) the respective amounts reported on such Person's most recent balance sheet with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect to the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock, less

(i) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to the date of this Indenture in the book value of any asset owned by such Person or a Restricted Subsidiary of such Person,

(ii) all investments in Persons that are not Restricted Subsidiaries, and

(iii) all unamortized debt discount and expense and unamortized deferred charges, all of the foregoing determined in accordance with GAAP.

"Consolidated Non-cash Charges" of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

"Corporate Trust Office" means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at 225 Franklin Street, Boston, Massachusetts, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall also mean the office or agency of the Trustee at 61 Broadway, 15/th/ Floor, New York, New York.

"Credit Facility" means one or more debt or commercial paper facilities with banks or other institutional lenders (including the New Credit Facility) providing for revolving credit loans, term loans or letters of credit, in each case together with any amendments, supplements, modifications (including by any extension of the maturity thereof), substitutions, refinancings or replacements thereof by a lender or a syndicate of lenders in one or more successive transactions (including any such transaction that changes the amount available thereunder, replaces such agreement or document or provides for other agents or lenders).

"Cripple Creek Land" means the real estate owned or leased by the Company in Cripple Creek, Colorado.

"Default" means any Event of Default or an event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

"Defaulted Interest" has the meaning specified in Section 308.

"Defeasance" and "Covenant Defeasance" have the meanings specified in Sections 1302 and 1303, respectively.

"Depositary" means, with respect to the Notes issueable or issued in whole or in part in global form, the Person specified in Section 304 hereof as the Depositary with respect to the Notes, and any successor thereto.

"Designated Senior Indebtedness" shall mean (i) Indebtedness incurred under the New Credit Facility and (ii) any other Senior Indebtedness in a principal amount of at least $25.0 million outstanding which, at the time of determination, is specifically designated in the instrument governing such Senior Indebtedness as "Designated Senior Indebtedness" by the Company and is otherwise permitted to be "Designated Senior Indebtedness" under the New Credit Agreement.

"Discontinued Assets" means the following assets held for sale by the Company or its Subsidiaries as of the Issue Date:

(a) the Emerald Lady riverboat and the Diamond Lady riverboat;

(b) the Lucky Seven barge and one other barge (vessel number 511360); and

(c) gaming equipment held for sale.

"Disqualified Stock" means, with respect to any Person, any Capital Stock or other similar ownership or profit interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is exchangeable for Indebtedness, or is redeemable at the option of the holder thereof, in whole or in part, on or before the Maturity Date of the Notes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Event of Default" has the meaning specified in Section 501.

"Event of Loss" means, with respect to any property or asset (tangible or intangible, real or personal) that has a Fair Market Value of $5.0 million or more, any of the following:

(a) any loss, destruction or damage of such property or asset;

(b) any institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain or navigational servitude; or

(c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset.

"Excess Land" means the following real and personal property:

(a) approximately 12 acres of land owned by the Company or its Restricted Subsidiaries as of the Issue Date adjacent to the Isle-Bossier City, and

(b) approximately 7 acres of land owned by the U.S. Department of Housing and Urban Development as of the Issue Date in proximity to the Isle-Bossier City, in the event such property is acquired by the Company or its Restricted Subsidiaries.

"Excess Sale/Loss Proceeds" and "Excess Sale/Loss Proceeds Offer" have the meanings set forth in Section 1014 and Section 1110, respectively.

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

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

"Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.

"FFC Preferred Stock" means the shares of preferred stock, $100 par value, of Freedom Financial Corporation owned by the Company.

"FF&E" means furniture, fixtures and equipment used in the ordinary course of business in the operation of a Permitted Line of Business.

"FF&E Financing" means Indebtedness, the proceeds of which will be used solely to finance or refinance the acquisition or lease by the Company or a Restricted Subsidiary of FF&E.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable from time to time.

"Gaming Authority" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States federal or any foreign government, any state, province or any city or other political subdivision or otherwise and whether now or hereafter in existence, or any officer or official thereof, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed, or operated by the Company or any of its Subsidiaries.

"Governmental Authority" means any government (federal, state or local), any governmental agency, bureau or board or any governmental office, officer or official (including environmental) having jurisdiction over the Company or any of its Subsidiaries.

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

"Indebtedness" of any Person means

(a) any liability, contingent or otherwise, of such Person

(i) for 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),

(ii) evidenced by a note, bond, debenture or similar instrument, letters of credit, bankers' acceptances or other similar facilities, other than a trade payable or other than a current liability incurred in the ordinary course of business, or

(iii) for the payment of money relating to a Capitalized Lease Obligation or other obligation relating to the deferred purchase price of property or services (including a purchase money obligation but not including any docking fees payable to Louisiana Downs, Inc. or guarantees thereof),

(b) any liability of others of the kind described in the preceding clause (a) which such Person has guaranteed or which is otherwise its legal liability, including, without limitation, any obligation,

(i) to pay or purchase such liability,

(ii) to supply funds to or in any other manner invest in the debtor (including an agreement to pay for property or services irrespective of whether such property is received or such services are rendered), and

(iii) to purchase or lease (other than pursuant to an operating lease of hotel rooms or similar lodging facilities entered into for the principal purpose of providing lodging at or near the site of a Casino, which facilities are reasonably expected to be beneficial to the Company's operating results) property or to purchase services,

in each such case primarily for the purpose of enabling a debtor to make a payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

(c) any obligation secured by a Lien to which the property or assets of such Person are subject, whether or not the obligations secured thereby shall have been assumed by or shall otherwise be such Person's legal liability,

(d) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock of or other ownership or profit interest in such Person or any of its Affiliates or any warrants, rights or options to acquire such Capital Stock, valued, in the case of Disqualified

Stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends,

(e) all Interest Rate and Currency Protection Obligations, and

(f) any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses.

"Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. All references to this Indenture shall include the Subsidiary Guarantees as set forth in Article Twelve.

"Independent", when used with respect to any Person, means such other Person who (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or in any Affiliate of the Company, and (c) is not an officer, employee, promoter, underwriter, trustee, partner or person performing similar functions for the Company or a spouse, family member or other relative of any such Person. Whenever it is provided in this Indenture that any Independent Person's opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by the Company and reasonably acceptable to the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning thereof.

"Initial Purchasers" means Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wasserstein Perella Securities, Inc., CIBC Oppenheimer Corp. and Jefferies & Company, Inc. as the initial purchasers of the Transfer Restricted Notes pursuant to the Purchase Agreement, dated as of April 20, 1999, between the Company, the Subsidiary Guarantors and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wasserstein Perella Securities, Inc., CIBC Oppenheimer Corp. and Jefferies & Company, Inc.

"Interest Payment Date" means October 15, 1999 and each April 15 and October 15 thereafter.

"Interest Rate and Currency Protection Obligations" means the obligations of any Person pursuant to any interest rate swap, cap or collar agreement, interest rate future or option contract, currency swap agreement, currency future or option contract and other similar agreement designed to hedge against fluctuations in interest rates or foreign exchange rates.

"Investment" in any Person means any direct or indirect loan, advance, guarantee or other extension of credit or capital contribution to (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock, warrants, rights, options, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, such Person or Indebtedness of any other Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The amount of any Investment

shall be the original cost of such Investment, plus the cost of all additions thereto, and minus the amount of any portion of such Investment repaid to the Person making such Investment in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment. In determining the amount of any Investment involving a transfer of any property other than cash, such property shall be valued at its fair value at the time of such transfer, as determined in good faith by the Board of Directors of the person making such transfer, whose determination will be conclusive absent manifest error.

"Isle-Biloxi" means the Isle of Capri Casino located in Biloxi, Mississippi.

"Isle-Bossier City" means the Isle of Capri Casino located in Bossier City, Louisiana.

"Isle-Lake Charles" means the Isle of Capri Casino located in Lake Charles, Louisiana.

"Isle-Tunica" means the Isle of Capri Casino that is being developed and will be located in Tunica, Mississippi.

"Isle-Vicksburg" means the Isle of Capri Casino located in Vicksburg, Mississippi.

"Issue Date" means the date of original issuance of the Notes.

"Legended Note" means any Note required to contain the legend set forth in Section 306(h) hereof.

"Lien" means any mortgage, lien (statutory or other), pledge, security interest, encumbrance, claim, hypothecation, assignment for security, deposit arrangement or preference or other security agreement of any kind or nature whatsoever. For purposes of this Indenture, a Person shall be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Person.

"Marketable Securities" means Cash Equivalents or any fund investing primarily in Cash Equivalents.

"Material Operations" means assets or operations of the Company or its Subsidiaries that (a) exceed 5% of the assets of the Company and its Consolidated Subsidiaries or (b) contributed more than 5% of the income from continuing operations of the Company and its Consolidated Subsidiaries (before income taxes, extraordinary items and intercompany management or similar fees) for the most recently completed four fiscal quarters of the Company for which financial statements are available.

"Maturity" or "Maturity Date" when used with respect to any Note, means the date specified in such Note as the fixed date on which the last installment of principal of such Notes is due and payable.

"Net Cash Proceeds" means, with respect to any Asset Sale, Event of Loss, issuance or sale by the Company of its Capital Stock or incurrence of Indebtedness, as the case may be, the proceeds thereof in the form of cash or Cash Equivalents received by the Company or any of its Restricted Subsidiaries (whether as initial consideration, through the payment or disposition of deferred compensation or the release of reserves), after deducting therefrom (without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finders fees and other similar fees and expenses incurred in connection with such Asset Sale or Event of Loss, (b) provisions for all taxes payable as a result of such Asset Sale or Event of Loss, (c) payments made to retire and permanently reduce any commitment with respect to any Indebtedness (other than payments on the Notes) secured by the assets subject to such Asset Sale or Event of Loss to the extent required pursuant to the terms of such Indebtedness, and (d) appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale or Event of Loss and retained by the Company or any of its Restricted Subsidiaries, as the case may be, after such Asset Sale or Event of Loss, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale or Event of Loss, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash or Cash Equivalents, actually paid to a Person that is not an Affiliate of the Company or, in the case of reserves, are actually established and, in each case, are properly attributable to such Asset Sale or Event of Loss.

"Net Income" means, with respect to any Person for any period, the net income (or loss) of such Person determined in accordance with GAAP.

"Net Worth" and "Maximum Net Worth" have the meanings specified in
Section 1208.

"New Credit Facility" means the Credit Agreement to be entered into on or prior to the Issue Date among the Company, certain lenders and agents named therein and Canadian Imperial Bank of Commerce, as Administrative Agent and Issuing Lender, including any notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including any amendment and restatement thereof), modified, extended, deferred, refunded, substituted, replaced or refinanced from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all of any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, creditor, lender or group of creditors or lenders.

"Non-Recourse Indebtedness" means Indebtedness (a) as to which none of the Company or any of its Restricted Subsidiaries provides any credit support or is directly or indirectly liable for the payment of principal or interest thereof and a default with respect to which would not entitle any party to cause any other Indebtedness of the Company or a Restricted Subsidiary to be accelerated or (b) incurred by the Company or a Restricted Subsidiary to purchase one or more assets from the lending source, provided that the lender's only remedy against the obligor in the event of a default with respect to such Indebtedness,

whether as a result of the failure to pay principal or interest when due or any other reason, is limited to foreclosure or repossession of such assets purchased.

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

"Note Register" and "Note Registrar" have the respective meanings specified in Section 304.

"Notice of Default" has the meaning specified in Section 501.

"Officers' Certificate" means a certificate signed by the Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, including an employee of the Company, and who shall be acceptable to the Trustee.

"Outstanding" when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: (a) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Thirteen; and (d) Notes which have been paid pursuant to Section 305 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands the Notes are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA
Section 313, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company, any other obligor upon the Notes or any Affiliate of the Company or such other obligor.

"Paying Agent" means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (and premium, if any, on) or interest (including any Additional Interest), on any Notes on behalf of the Company and at the office of which the Notes may be presented for such payment.

"Permitted Equity Holders" means Bernard Goldstein, Irene Goldstein and their lineal descendants (including adopted children and their lineal descendants) and any entity the equity interests of which are owned by only such persons or which was established for the exclusive benefit of, or the estate of, any of the foregoing.

"Permitted Investments" means

(a) Investments in Marketable Securities,

(b) loans or advances to employees not to exceed an aggregate of $250,000 in any fiscal year of the Company and $1.0 million in the aggregate at any one time outstanding,

(c) Investments in Isle of Capri Black Hawk LLC by the Company or a Restricted Subsidiary in an aggregate amount not to exceed the sum of $10.0 million at any one time outstanding, and

(d) Investments in a Permitted Line of Business by the Company or a Restricted Subsidiary made in one or more persons in an aggregate amount not to exceed the sum of (i) $25.0 million and (ii) up to $5.0 million of the amount permitted to be invested pursuant to clause (c) above that is not so invested in either case, at any one time outstanding.

"Permitted Liens" means:

(a) Liens on property acquired by the Company or any Restricted Subsidiary (including an indirect acquisition of property by way of a merger of a Person with or into the Company or any Restricted Subsidiary or the acquisition of a Person), provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation, and were not created in connection therewith or in anticipation thereof, and provided that such Liens do not extend to any additional property or assets of the Company or any Restricted Subsidiary;

(b) statutory Liens (other than those arising under ERISA) to secure the performance of obligations, surety or appeal bonds, performance bonds or other obligations of a like nature, maritime Liens for crew wages, salvage, suppliers and providers of services, incurred in the ordinary course of business (exclusive of obligations in respect of the payment of borrowed money), or for taxes, assessments or governmental charges or claims, provided that in each case the obligations are not yet delinquent or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and any

reserve or other adequate provision as shall be required in conformity with GAAP shall have been made therefor;

(c) leases or subleases granted to others not interfering in any material respect with the business of the Company or any Restricted Subsidiary;

(d) any charter of a Vessel, provided that (i) in the good faith judgment of the Board of Directors of the Company such Vessel is not necessary for the conduct of the business of the Company or any of its Restricted Subsidiaries as conducted immediately prior thereto; (ii) the terms of the charter are commercially reasonable and represent the Fair Market Value of the charter; and (iii) the Person chartering the assets agrees to maintain the Vessel and evidences such agreement by delivering such an undertaking to the Trustee;

(e) with respect to the property involved, easements, rights-of- way, navigational servitudes, restrictions, minor defects or irregularities in title and other similar charges or encumbrances which do not interfere in any material respect with the ordinary conduct of business of the Company and its Subsidiaries as now conducted or as contemplated herein;

(f) Liens arising in the ordinary course of business in connection with workers' compensation, unemployment insurance or other types of social security (other than those arising under ERISA);

(g) any interest or title of a lessor in property subject to any Capitalized Lease Obligation or an operating lease;

(h) Liens arising from the filing of Uniform Commercial Code financing statements with respect to leases;

(i) Liens arising from any final judgment or order not constituting an Event of Default;

(j) Liens on documents or property under or in connection with letters of credit in the ordinary course of business, if and to the extent that the related Indebtedness is permitted under clause (b)(v) of Section 1010; and

(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business.

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

"Permitted Related Investment" means the acquisition of property or assets by a Person to be used in connection with a Permitted Line of Business of such Person.

"Permitted Vessel Lien" means a Lien on a Vessel to secure FF&E Financing or Capitalized Lease Obligations where the holder or holders (or an agent, trustee or other representative for such holder or holders)

(a) agrees to release such Lien upon satisfaction of such FF&E Financing,

(b) agrees to release such Lien upon payment (or promise of payment) to such holder or holders (or such representative) of that portion of the proceeds of the sale of such Vessel attributable to the related FF&E, and

(c) acknowledges that such Lien does not create rights on the hull and other equipment constituting such Vessel (other than the related FF&E).

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 305 in exchange for a mutilated security or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

"Preferred Stock," as applied to the Capital Stock of any Person, means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends on or to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

"Qualified Institutional Buyer" shall have the meaning specified in Rule 144A under the Securities Act.

"Qualified Public Equity Offering" means a firm commitment underwritten public offering of Common Stock of the Company for which the Company receives net proceeds of at least $30.0 million, and after which the Common Stock is traded on a national securities exchange or quoted on The NASDAQ National Market.

"Real Estate Options" means

(a) all options held by the Company or its Restricted Subsidiaries, directly or indirectly, at the Issue Date for an amount, in each case, not exceeding $1.0 million, to purchase or lease land, and

(b) all options acquired by the Company, directly or indirectly, after the Issue Date for an amount, in each case, not exceeding $2.0 million, to purchase or lease land.

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

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

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

"Registration Rights Agreement" means that certain Registration Rights Agreement among the Company, the Subsidiary Guarantors and the Initial Purchasers, dated as of the date hereof.

"Regular Record Date" for the interest payable on any Interest Payment Date means the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.

"Repurchase Date" has the meaning set forth in Section 1111.

"Repurchase Notice" has the meaning set forth in Section 1111.

"Repurchase Offer" has the meaning set forth in Section 1111.

"Responsible Officer" when used with respect to the Trustee, means any officer in the Trustee's "Corporate Trust Department" or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

"Restricted Payment" means any of

(a) the declaration or payment of any dividend or any other distribution on Capital Stock of the Company or any Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of the Company or any Subsidiary (other than
(i) dividends or distributions payable solely in Capital Stock (other than Disqualified Stock) otherwise permitted by this Indenture and
(iii) in the case of a Subsidiary, dividends or distributions payable to the Company or to a Restricted Subsidiary of the Company);

(b) the purchase, defeasance, redemption or other acquisition or retirement for value of any Capital Stock of the Company or any Subsidiary (other than Capital Stock of such Subsidiary held by the Company or any of its Restricted Subsidiaries);

(c) the making of any principal payment on, or the purchase, defeasance, repurchase, redemption or other acquisition or retirement for value, before any scheduled maturity, scheduled repayment or scheduled sinking fund payment, of any Indebtedness which is subordinated in any manner in right of payment to the Notes (other than Indebtedness acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition); and

(d) the making of any Investment or guarantee of any Investment by the Company or any Subsidiary in any Person other than

(i) in a Person that would be, directly or indirectly, a Restricted Subsidiary of the Company immediately after giving effect to such Investment, or

(ii) under a plan of reorganization or similar proceeding under applicable bankruptcy law or in connection with a workout involving creditors of such Person in exchange for Indebtedness owing by such Person that did not violate the limitations set forth under Section 1012.

"Restricted Subsidiary" means any Subsidiary of the Company that has not been designated as an Unrestricted Subsidiary pursuant to and in compliance with the provisions described under Section 1018, or a Subsidiary that has been designated as a Restricted Subsidiary pursuant to and in compliance with the provisions described in Section 1018.

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

"Senior Indebtedness" means (a) principal of, premium, if any, and interest (including post-petition interest) on, and all fees, costs, expenses and other amounts payable with respect to the Indebtedness under the New Credit Facility, and (b) the principal of, premium, if any, and interest on any Indebtedness of the Company or the Subsidiary Guarantors, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to any Indebtedness of the Company or the Subsidiary Guarantors, as applicable. Notwithstanding the foregoing, "Senior Indebtedness" shall not include, to the extent constituting Indebtedness,

(a) Indebtedness evidenced by the Notes or the Subsidiary Guarantees,

(b) Indebtedness that is subordinate or junior in right of payment to any Indebtedness of the Company or the Subsidiary Guarantors,

(c) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, U.S. Code, is without recourse to the Company or the Subsidiary Guarantors,

(d) Indebtedness which is represented by Redeemable Capital Stock,

(e) Indebtedness for goods, materials or services purchased in the ordinary course of business or Indebtedness consisting of trade payables or other current liabilities (other than any current liabilities owing under the New Credit Facility or the current portion of any long-term Indebtedness which would constitute Senior Indebtedness but for the operation of this clause (e)),

(f) Indebtedness of or amounts owed by the Company or the Subsidiary Guarantors for compensation to employees or for services rendered to the Company or the Subsidiary Guarantors,

(g) Indebtedness of or amounts owed by the Company or a Restricted Subsidiary to the Company or another Restricted Subsidiary,

(h) any liability for Federal, state, local or other taxes owed or owing by the Company or the Subsidiary Guarantors,

(i) Indebtedness of the Company or a Subsidiary Guarantor to any other Subsidiary of the Company, and

(j) that portion of any Indebtedness which at the time of issuance is issued in violation of this Indenture.

"Significant Restricted Subsidiary" means any Restricted Subsidiary that is a guarantor of the Company's obligations under the New Credit Facility or any other Credit Facility.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 308.

"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof).

"Subordinated Indebtedness" means Indebtedness that is subordinated in right of payment to the Notes in all respects, matures at a date later than the Maturity Date of the Notes and has an Average Life longer than that applicable to the Notes.

"Subsidiary" of any Person means any corporation, partnership, joint venture, trust or estate of which (or in which) more than 50% of (a) the issued and Outstanding Capital Stock having ordinary voting power to elect a majority of the Board of Directors or similar governing body of such corporation or other entity (irrespective of whether at the time Capital

Stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person.

"Subsidiary Guarantees" means the guarantees of the Subsidiary Guarantors with respect to the Company's obligations under the Notes and this Indenture.

"Subsidiary Guarantors" means each existing and future Significant Restricted Subsidiary of the Company and any other Subsidiary that executes a Subsidiary Guarantee.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended.

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

"United States Government Obligations" means, securities that are

(a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or

(b) obligations of a Person, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

"Unrestricted Subsidiary" means any Subsidiary of the Company that

(a) the Company has designated, pursuant to the provisions described under Section 1018 as an Unrestricted Subsidiary and that has not been redesignated as a Restricted Subsidiary pursuant to such paragraph, and

(b) any Subsidiary of any such Unrestricted Subsidiary.

"Vessel" means any riverboat or barge, whether now owned or hereafter acquired by the Company or any Restricted Subsidiary, useful for gaming, administrative, entertainment or any other purpose whatsoever.

"Voting Stock" of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only as long as no senior class of securities has such voting power by reason of any contingency.

"Wholly Owned" with respect to a Subsidiary of any person means (a) with respect to a Subsidiary that is a partnership, limited liability company or similar entity, a Subsidiary whose capital or other equity interest is 99% or greater beneficially owned by such person, and (b) with respect to a Subsidiary that is other than a partnership, limited liability

company or similar entity, a Subsidiary whose capital stock or other equity interest is 100% beneficially owned by such person.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to
Section 1008(a)) shall include:

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

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

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

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

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect

to such factual matters is in the possession of the Company, unless such counsel knows, or with the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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

SECTION 104. ACTS OF HOLDERS.

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

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

(c) The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d) If the Company shall solicit from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to such Board Resolution which shall be a date not earlier than the date thirty
(30) days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand,

authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

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

SECTION 105. NOTICES, ETC. TO TRUSTEE AND COMPANY.

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

(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at Goodwin Square, 225 Asylum Street, 23/rd/ Floor, Hartford, Connecticut 06103, or at such other address as the Trustee shall notify the Holders and the Company, or

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders

when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 108. SUCCESSORS AND ASSIGNS.

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

SECTION 109. SEPARABILITY CLAUSE.

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

SECTION 110. BENEFITS OF INDENTURE.

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

SECTION 111. GOVERNING LAW.

This Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 112. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date, Repurchase Date or Stated Maturity or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest (including any Additional Interest) or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repurchase Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repurchase Date, Stated Maturity or Maturity, as the case may be.

SECTION 113. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

"indenture securities" means the Notes;

"indenture security holder" means a Noteholder or Holder;

"indenture to be qualified" means this Indenture;

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

"obligor" on the Notes means the Company and Subsidiary Guarantors or any other obligor on the Notes.

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

SECTION 114. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as in effect at the date hereof;

(c) "or" is not exclusive;

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

(e) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE TWO

NOTE FORMS

SECTION 201. FORMS GENERALLY.

Payment of the principal of, premium, interest (including any Additional Interest) on any Certificated Note shall be made to the Holder thereof by wire transfer of immediately available funds to the accounts specified by the Holders thereof, or if no such account is specified, by mailing a check to each Holder's registered address.

Payment of the principal of, premium, interest (including any Additional Interest) on the Global Note will be made by wire transfer of immediately available funds to the accounts specified by the Global Note Holder.

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

SECTION 202. TEMPORARY NOTES.

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

If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

ARTICLE THREE

THE NOTES

SECTION 301. TITLE AND TERMS.

The aggregate principal amount of Transfer Restricted Notes which may be authenticated and delivered under this Indenture is limited to $390.0 million. If Exchange Notes are issued, then the aggregate principal amount of Transfer Restricted Notes then Outstanding shall be reduced by the aggregate principal amount of Exchange Notes so issued.

The Notes shall be known and designated as the "8 3/4% Senior Subordinated Notes due 2009" of the Company. Their Stated Maturity shall be April 15, 2009, and they shall accrue interest at the rate of 8 3/4% per annum from April 23, 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on October 15, 1999 and semiannually thereafter on April 15 and October 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for.

The principal of (and premium, if any, on) and interest (including any Additional Interest) on the Notes shall be payable at the office or agency of the Company maintained for such purpose in the City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or as otherwise provided in Section 201. As used herein with respect to the payment of interest, from a specified date shall not include such specified date and to a specified date shall include such specified date.

The Notes shall be redeemable as provided in Article Eleven.

SECTION 302. DENOMINATIONS.

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

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Notes shall be executed on behalf of the Company by its Chairman, its President or a Vice President and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

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

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes.

Each Note shall be dated the date of its authentication.

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

If the Company or any Subsidiary Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person and all other obligors thereon with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

SECTION 304. NOTE REGISTRAR; PAYING AGENT; DEPOSITARY; GLOBAL NOTE HOLDER.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes ("Registrar) and an office or agency where the notes may presented for payment. The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Company initially appoints The Depositary Trust Company to act as Depositary with respect to the Global Notes and the Trustee is hereby initially appointed as note registrar (the "Note Registrar").

SECTION 305. NOTEHOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Noteholders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Note Registrar, the Company shall furnish to the Trustee on or at least five (5) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of all Noteholders, including the aggregate principal amount of Notes held by each thereof, and the Company shall otherwise comply with TIA Section 312(a).

SECTION 306. TRANSFER AND EXCHANGE.

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

(ii) in the case of Legended Notes that are Certificated Notes, shall be accompanied by the following additional information and documents, as applicable:

(A) if such Legended Note is being delivered to the Registrar by a Noteholder for registration in the name of such Noteholder, without transfer, a certification from such Noteholder to that effect; or

(C) if such Legended Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, a certification to that effect and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act.

(i) if such Certificated Note is a Legended Note, certification that such Certificated Note is being transferred (w) to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, (x) in a transaction meeting the requirements of Regulation S,
(y) pursuant to an effective registration statement under the Securities Act or (z) in reliance on another exemption from the registration requirements of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act, in either case based on an

Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act; and

(ii) whether or not such Certificated Note is a Legended Note, written instructions directing the Trustee to make, or to direct the Global Note Holder to make, an endorsement on the Global Notes to reflect an increase in the aggregate principal amount of the Notes represented by the Global Notes;

then the Trustee shall cancel such Certificated Note in accordance with Section 310 hereof and cause, or direct the Global Note Holder to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Global Note Holder, the aggregate principal amount of Notes represented by the Global Notes to be increased accordingly. If no Global Notes are then Outstanding, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 303 hereof, the Trustee shall authenticate a new Global Note in the appropriate principal amount.

(i) if such beneficial interest is being transferred to the Person designated by the Depositary as being the beneficial owner, a certification from such Person to that effect;

(ii) if such beneficial interest is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or in a transaction meeting the requirements of Regulation S or pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferee or transferor; or

(iii) if such beneficial interest is being transferred in reliance on an exemption from the registration requirements of the Securities Act other than set forth in clauses (i) and (ii) of this
Section 306(d), a certification to that effect from the transferee or transferor and an Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act;

then the Trustee, or the Global Note Holder at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Global Note Holder, the aggregate principal amount of the Global Note to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver a Certificated Note to the transferee. Certificated Notes issued in exchange for a beneficial interest in a Global Note pursuant to this Section 306 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Certificated Notes to the Persons in whose names such Notes are so registered.

(i) Except as otherwise provided by the following paragraphs
(ii) and (iii), each certificate evidencing the Global Notes and the Certificated Notes (and all

Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF ISLE OF CAPRI CASINOS, INC. THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF ISLE OF CAPRI CASINOS, INC. SO REQUESTS), (2) TO ISLE OF CAPRI CASINOS, INC. OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

(ii) Upon any sale or transfer of a Legended Note, (including any Legended Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, pursuant to an effective registration statement under the Securities Act or in connection with which the Trustee receives an Opinion of Counsel to the effect that such Note will no longer be subject to resale restrictions under federal and state securities laws:

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

(iii) Notwithstanding the foregoing, upon consummation of the Exchange Offer, the Company shall issue and, upon receipt of an authentication order in accordance with Section 303 hereof, the Trustee shall authenticate Exchange Notes in exchange for Transfer Restricted Notes accepted for exchange pursuant to the Registration Rights Agreement, which Exchange Notes shall not bear the legend set forth in (i) above, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Transfer Restricted Notes is (A) a broker-dealer who purchased such Transfer Restricted Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act, (B) a Person participating in the distribution (within the meaning of the Securities Act) of the Transfer Restricted Notes or (C) a Person who is an affiliate (as defined in Rule 144 under the Securities Act) of the Company or any Subsidiary Guarantor.

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

(ii) No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 202, 906, 1108, 1109, 1110 or 1111 not involving any transfer.

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

(iv) The Company shall not be required (A) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business fifteen (15) days before the mailing of a notice of redemption or Repurchase Offer and ending at the close of business on the day of such mailing, (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or exchange any Note in respect of which a Repurchase Notice has been given to any Paying Agent until the earlier of the withdrawal of such Repurchase Notice or the Repurchase Date.

(v) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, interest (including any Additional Interest) on such Note, and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.

(vii) The Trustee shall authenticate Certificated Notes and the Global Notes in accordance with the provisions of Section 303 hereof.

SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

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

Upon the issuance of any new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest (including Additional Interest) on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business

on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each installment of interest (including Additional Interest) may at the Company's option be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 310, to the address of such Person as it appears in the Note Register, in the manner provided in Section 201.

Any interest (including Additional Interest) on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee in immediately available funds an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit in immediately available funds prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 106, not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date.

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

SECTION 309. PERSONS DEEMED OWNERS

Prior to the due presentment of a Note for registration of transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any, on) and (subject to Sections 304 and 308) interest (including any Additional Interest) on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Subsidiary

Guarantors, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 310. CANCELLATION.

All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly canceled by the Trustee. If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and, upon request, certification of their disposal delivered to the Company.

SECTION 311. COMPUTATION OF INTEREST.

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

SECTION 312. CUSIP NUMBER.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

(a) either

(i) all Notes theretofore authenticated and delivered (other than (x) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 307 and (y) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(ii) all such Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or the Subsidiary Guarantors, in the case of clauses (1), (2) or (3), have irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust (and subject to a first priority Lien in favor of the Trustee and the Holders) for such purpose, United States Dollars in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company, including, without limitation, all sums due to the Trustee; and

(c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest (including any Additional Interest) for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. EVENTS OF DEFAULT.

"Event of Default" wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any interest (including any Additional Interest) on the Notes when it becomes due and payable, and continuance of such default for a period of thirty (30) days; or

(b) default in the payment of the principal of or premium, if any, on the Notes when due at Maturity, upon acceleration, optional redemption, required repurchase or otherwise; or

(c) default by the Company or any Subsidiary Guarantor in the performance, or breach, of any term, covenant or agreement in this Indenture (other than default specified in paragraphs (a), (b) or (d) of this Section), and the continuance of such default or breach for a period of thirty (30) days after there has 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 the Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

(d) the default by the Company or any Subsidiary Guarantor in the performance, or breach, of the covenant described under Section 801; the failure of the Company to make or consummate an Excess Sale/Loss Proceeds Offer in accordance with Section 1110; or the failure of the Company to make or consummate a Change of Control Offer in accordance with Section 1109; or

(e)(1) one or more defaults by the Company or any Restricted Subsidiary in the payment of the principal of, premium in respect of or interest on any other Indebtedness, other than Non-Recourse Indebtedness, in an aggregate principal amount of $10.0 million or more, when the same becomes due and payable, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived, or (2) Indebtedness, other than Non-Recourse Indebtedness, of the Company or any Restricted Subsidiary in an aggregate principal amount of $10.0 million or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment), prior to the Stated Maturity thereof; or

(f) one or more final judgments, orders or decrees are entered against the Company or any Restricted Subsidiary or any of their respective properties which require

the payment of money not covered by insurance in excess of $10.0 million, either individually or in an aggregate amount, and such judgment, order or decree shall not be discharged, waived or enforcement thereof stayed, by reason of pending appeal or otherwise, for a period of sixty (60) consecutive days; or

(g) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company or any Significant Restricted Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Restricted Subsidiary under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Significant Restricted Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(h) the institution by the Company or any Restricted Subsidiary of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Significant Restricted Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due; or

(i) the revocation, termination, suspension or cessation to be effective of any gaming license or other right to conduct lawful gaming operations at any Casino in any jurisdiction of the Company or any Subsidiary which shall continue for more than ninety (90) consecutive days (other than the voluntary relinquishment of any such gaming license or right if, in the reasonable opinion of the Company (as evidenced by an Officers' Certificate) such relinquishment (1) is in the best interest of the Company and its Subsidiaries, taken as a whole, (2) does not adversely affect the holders of the Notes in any material respect and (3) is not reasonably expected to have, nor are the reasons therefor reasonably expected to have, any material adverse effect on the effectiveness of any gaming license or similar right, or any right to renewal thereof, or on the prospective receipt of any such license or right, in each case, in Mississippi, Louisiana or such other jurisdiction in which any Material Operations of the Company or its Subsidiaries are located); or

(j) any of (1) a default or material breach by any Restricted Subsidiary of its obligations under any Subsidiary Guarantee which continues for a period of thirty (30) days after written notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the Outstanding Notes, (2) the repudiation by any Restricted Subsidiary of its obligations under the Subsidiary Guarantees or (3) a judgment or decree by a court or Governmental Agency of

competent jurisdiction declaring the unenforceability of the payment obligations under the Subsidiary Guarantees.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 501) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes is obligated to, declare the principal amount of and accrued interest on all the Notes to be due and payable immediately provided that so long as the New Credit Facility is in effect, such acceleration shall not be effective until the earlier of (a) five (5) Business Days following the delivery of notice of acceleration to the agent under the New Credit Facility and (b) the acceleration of any Indebtedness under the New Credit Facility. If an Event of Default specified in clause (g) or (h) of Section 501 occurs and is continuing, then the principal amount of and accrued interest on all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after a declaration of acceleration 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 the Outstanding Notes, by written notice to the Trustee, may rescind and annul such declaration and its consequences if all existing Events of Default, other than the non-payment of amounts of principal of and accrued interest on Notes that has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513 and if such recession of acceleration would not conflict with any judgment or decree.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in clause (e) of Section 501 shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within thirty (30) days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30- day period which has not been cured or waived during such period.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if

(a) default is made in the payment of any installment of interest (including any Additional Interest) on any Note when such interest becomes due and payable and such default continues for a period of thirty
(30) days, or

(b) default is made in the payment of the principal of, or premium, if any, on, any Note at its Maturity,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest (including any Additional Interest) and interest on any overdue principal and premium, if any, and, to the extent that payment of such interest (including any Additional Interest) shall be legally enforceable, upon any overdue installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Notes or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest (including any Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest (including any Additional Interest) owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606.

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

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES.

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

     First:    To the payment of all amounts due the Trustee under Section
606;

     Second:   To the payment of the amounts then due and unpaid for

principal of (and premium, if any, on) and interest (including any Additional Interest) on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest (including any Additional Interest) respectively; and

Third: The balance, if any, to the Person or Persons entitled thereto.

SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

(e) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by the Holders of a majority or more in principal amount of the Outstanding Notes; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, INTEREST.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Twelve) and in such Note of the principal of (and premium, if any, on) and (subject to Section 309) interest (including any Additional Interest) on, such Note on the respective Stated Maturity expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 307, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture,
(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction and (c) the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

SECTION 513. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past default hereunder and its consequences, except a default (a) in respect of the payment of the principal of (or premium, if any, on) or interest (including any Additional Interest) on any Note or (b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

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

SECTION 514. WAIVER OF STAY OR EXTENSION LAWS.

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

ARTICLE SIX

THE TRUSTEE

SECTION 601. NOTICE OF DEFAULTS.

Within forty-five (45) days after the occurrence of any Default hereunder, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any, on) or interest (including any Additional Interest) on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided further that in the case of any Default of the character specified in clause (e) of Section 501 no such notice to Holders shall be given until at least 30 days after the occurrence thereof. The provisions of the proviso to Section 315(b) of the Trust Indenture Act is hereby excluded from this Indenture.

SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of TIA Sections 315(a) through 315(d):

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

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any

action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;

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

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

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

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

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

The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

The recitals contained in this Indenture and in the Notes, except for the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification of Form T-1 to be supplied to the Company prior to registration of the Notes under the Securities Act will be true and accurate, subject to the qualifications set forth therein. The

Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 604. MAY HOLD NOTES.

The Trustee, any Paying Agent, any Note Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar or such other agent.

SECTION 605. MONEY HELD IN TRUST.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

SECTION 606. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as shall be agreed by the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any, on) or interest (including any Additional Interest) on particular Notes.

SECTION 607. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $500.0 million. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.

SECTION 608. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.

(d) If at any time:

(i) the Trustee shall fail to comply with the provisions of TIA
Section 310(b), or

(ii) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

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

then, in any such case, (x) the Company, by a Board Resolution, may remove the Trustee, or (y) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders of Notes in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 609. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article Six. Both the retiring Trustee and the successor Trustee shall be entitled to receive an Opinion of Counsel stating that all conditions precedent have been complied with and that the appointment of such successor Trustee is enforceable against the Company, subject to bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar laws relating to creditors' rights generally, and general principles of equity (regardless whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or other equitable relief.

SECTION 610. MERGER OR CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or

consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes; and in case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 611. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee shall comply with TIA Section 311(a). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

SECTION 612. PAYING AGENT, REGISTRAR.

(a) Each Paying Agent or Registrar (other than the Company) shall be a corporation organized and doing business under the laws of the United States of America or of any State and having a combined capital and surplus of at least $500.0 million.

(b) Each Agent may resign at any time by giving written notice thereof to the Company. The Company, by a Board Resolution and upon giving written notice thereof to the Agent, may remove each Agent at any time.

(c) If any Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of any Agent for any case, the Company, by a Board Resolution, shall promptly appoint a successor Agent.

(d) The Company shall give notice of each resignation and each removal of any Agent and each appointment of a successor Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Trustee. Each notice shall include the name and address of the successor Agent.

(e) The Trustee is hereby appointed Paying Agent and Registrar, unless and until a successor Agent is appointed pursuant to the provisions of this Indenture.

(f) The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any such Agent.

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

(a) The Company will furnish or cause to be furnished to the Trustee

(i) semiannually, not more than five (5) Business Days after each Regular Record Date pertaining to the Notes, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Regular Record Date, and

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

provided, however, that if and so long as the Trustee shall be the Registrar, no such list need be furnished.

(b) If and whenever the Company or any Affiliate of the Company acquires any Notes, the Company shall within ten (10) Business Days after such acquisition by the Company and within ten (10) Business Days after the date on which it obtains knowledge of any such acquisition by an Affiliate, provide the Trustee with written notice of such acquisition, the aggregate principal amount acquired (to the extent known by the Company), the Holder from whom such Note was acquired and the date of such acquisition.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

(b) If three or more Holders (referred to as "applicants" in this paragraph) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Note for a period of at least six (6) months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five (5) Business Days after the receipt of such application, at its election, either: (x) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of paragraph (a) of this Section; or (y) inform such applicants as to the approximate number of Holders whose names

and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of paragraph (a) of this Section, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

(c) If the Trustee shall elect not to afford to such applicants access to such information the Trustee shall, upon the written request of such applicants, mail to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with the provisions of paragraph (a) of this Section, a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five (5) Business Days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Notes or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objection specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of any order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all of the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

SECTION 703. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

SECTION 704. REPORTS BY TRUSTEE.

If required by TIA Section 313(a), within sixty (60) days after April 15 of each year commencing April 15, 2000, the Trustee shall transmit to the Holders, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of the preceding April 15. The Trustee shall also comply with TIA Section 313(b).

SECTION 705. REPORTS BY COMPANY.

The Company shall:

(a) file with the Trustee copies of all Exchange Act reports as required under Section 1009;

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

(c) transmit by mail to all Holders, in the manner and to the extent provided in TIA Section 313(c), within thirty (30) days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to this
Section as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER OR CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY AND RESTRICTED SUBSIDIARIES MAY CONSOLIDATE, MERGE, TRANSFER OR LEASE ONLY ON CERTAIN TERMS.

Neither the Company nor any Restricted Subsidiary shall consolidate with or merge with or into or sell, assign, convey, lease or transfer all or substantially all of its properties and assets to any Person or group of affiliated Persons in a single transaction or through a series of transactions, except that:

(a) the Company may consolidate with or merge with or into or sell, assign, convey, lease or transfer all or substantially all of its properties and assets to any Person or group of affiliated Persons in a single transaction or through a series of transactions if

(i) the Company shall be the continuing Person or the resulting, surviving or transferee Person (the "surviving entity") shall be a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;

(ii) the surviving entity shall expressly assume, by a supplemental indenture (or similar instrument) executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Company under the Notes and this Indenture;

(iii) immediately before and immediately after giving pro forma effect to such transaction, or series of transactions (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(iv) the Company or the surviving entity (if the transaction or series of transactions involves the Company) shall immediately before and after giving effect to such transaction or series of transactions (including, without limitation,

any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction or series of transactions) have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions;

(v) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the surviving entity (if the transaction or series of transactions involves the Company) could incur at least $1.00 of additional Indebtedness pursuant to Section 1010 (other than under clauses (b)(i) through (b)(viii) thereof);

(vi) the Company or the surviving entity shall have delivered to the Trustee an Officers' Certificate stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction or series of transactions, such supplemental indenture complies with this covenant and that all conditions precedent in this Indenture relating to the transaction or series of transactions have been satisfied;

(vii) such transaction will not result in the loss of any gaming or other license necessary for the continued operation of any Restricted Subsidiary as conducted immediately prior to such consolidation, merger, conveyance, transfer or lease; and

(viii) if any property of the Company or any Restricted Subsidiary would thereupon become subject to any Lien, the provisions of Section 1011 are complied with; and

(b) a Restricted Subsidiary may consolidate with or merge into or sell, assign, convey, lease or transfer all or substantially all of its properties and assets to the Company or to any Restricted Subsidiary if

(i) the surviving entity shall be the Company or a Restricted Subsidiary;

(ii) the surviving entity shall expressly assume, by a supplemental indenture (or similar instrument) executed and delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, all of the obligations of such Restricted Subsidiary under the Notes, the Subsidiary Guarantees (if applicable) and this Indenture; and

(iii) such transaction will not result in the loss of any gaming or other license necessary for the continued operation of any Restricted Subsidiary as conducted immediately prior to such sale, assignment, conveyance, transfer or lease; provided, that in each such case the Company has delivered to the Trustee an Opinion of Counsel that all conditions precedent in this Indenture relating to any such consolidation, merger, sale, assignment, transfer, conveyance or lease have been complied with.

SECTION 802. SUCCESSOR SUBSTITUTED.

(a) Upon any consolidation of the Company with or merger of the Company with or into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Notes and the Subsidiary Guarantees (if applicable) with the same effect as if such successor Person had been named as the Company herein and therein, and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the "Company" in the first paragraph of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), except in the case of a lease, shall be discharged of all obligations and covenants under this Indenture, the Notes and the Subsidiary Guarantees (if applicable) and may be dissolved and liquidated.

(b) Upon any consolidation of a Restricted Subsidiary that is a Subsidiary Guarantor with or merger of a Restricted Subsidiary that is a Subsidiary Guarantor with or into any other corporation or any conveyance, transfer or lease of the properties and assets of a Restricted Subsidiary that is a Subsidiary Guarantor substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which such Restricted Subsidiary is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Restricted Subsidiary under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such successor Person had been named as such Restricted Subsidiary therein, and in the event of any such conveyance or transfer, such Restricted Subsidiary, except in the case of a lease, shall be discharged of all obligations and covenants under this Indenture, the Notes and the Subsidiary Guarantees and may be dissolved and liquidated.

ARTICLE NINE

SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF HOLDERS.

Without the consent of any Holders, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which term shall include any Addendum to Subsidiary Guarantees), in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company or a Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company or Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantees; or

(2) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or a Subsidiary Guarantor; or

(3) to add any additional Events of Default; or

(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 609; or

(5) to cure any ambiguity, to correct or supplement any provision herein or in the Subsidiary Guarantees which may be inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Indenture or the Subsidiary Guarantees; provided that such action shall not adversely affect the interests of the Holders in any material respect; or

(6) to add or release a Subsidiary Guarantor to or from the Subsidiary Guarantees as permitted by this Indenture;

(7) to comply with any requirement of the Commission or state securities regulators in connection with the qualification of this Indenture under the TIA or any registration or qualification of the Notes (including the Subsidiary Guarantees) under the Securities Act or state securities laws; or

(8) to make any other change that does not adversely affect the rights of any Holder.

SECTION 902. SUPPLEMENTAL INDENTURES WITH THE CONSENT OF HOLDERS.

(a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders hereunder; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby,

(i) reduce the principal amount outstanding of, change the Stated Maturity of, or alter the redemption provisions of the Notes, or

(ii) change the currency in which any Notes or any premium or the accrued interest thereon is payable, or

(iii) reduce the percentage in principal amount Outstanding of Notes whose Holders must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes, or

(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, or

(v) modify the ability to waive defaults or specified covenants, except to increase the percentage of Notes required to effect a waiver, or

(vi) reduce the rate of or change the time for, payment of interest on the Notes, or

(vii) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Subsidiary Guarantee in any manner that materially and adversely affects the Holders, or

(viii) amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Excess Sale/Loss Proceeds Offer with respect to any Asset Sale or Event of Loss or modify any of the provisions or definitions with respect thereto.

(b) In addition to the foregoing, no modification or amendment may, without the consent of at least 66K% of the aggregate principal amount of the Outstanding Notes, modify the terms of or release any of the Subsidiary Guarantees except as otherwise provided in Article Twelve or Section 1018.

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that this Indenture, as amended by any such supplemental indenture, constitutes the legal, valid and binding obligation of each of the Company and the Subsidiary Guarantors enforceable against each of them in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURE.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. Without limitation of Section 904, (x) in the case of any Addendum to Subsidiary Guarantees, whether or not any or all new Notes are so executed, authenticated and exchanged for previously Outstanding Notes, the Subsidiary Guarantor added by such Addendum shall be obligated with respect to its Subsidiary Guarantees as if all Outstanding Notes had been exchanged for Notes executed by such new Subsidiary Guarantor, or (y) in the case of the release of a Subsidiary Guarantor pursuant to the terms hereof, whether or not any or all new Notes are so executed, authenticated and exchanged for previously Outstanding Notes, such Subsidiary Guarantor shall be released from its Subsidiary Guarantee as if all Outstanding Notes had been exchanged for Notes not executed by such Subsidiary Guarantor.

SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

CERTAIN COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST.

The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of (and premium, if any, on) and any interest (including any Additional Interest) on the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in the City of New York, an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in

respect of the Notes and this Indenture may be served. State Street Bank and Trust Company, 61 Broadway, 15/th/ Floor, New York, New York, 10006 shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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

SECTION 1003. AGENCY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

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

Whenever the Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (and premium, if any, on) or interest (including any Additional Interest) on, any Notes, deposit with a Paying Agent in immediately available funds a sum sufficient to pay the principal (and premium, if any) or interest (including any Additional Interest) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest (including any Additional Interest) and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

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

(b) give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest (including any Additional Interest); and

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

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

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest (including any Additional Interest) has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than (thirty) 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. CORPORATE EXISTENCE.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence, rights (charter and statutory) and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall in good faith determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 1005. 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, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted Subsidiary or upon the income, profits or property

of the Company or any Restricted Subsidiary and (b) 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 Restricted 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.

SECTION 1006. MAINTENANCE OF PROPERTIES.

The Company will cause all properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, 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 maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary and not disadvantageous in any material respect to the Holders.

SECTION 1007. MAINTENANCE OF INSURANCE.

The Company will, and will cause its Restricted Subsidiaries to, maintain customary insurance for general liabilities, casualty and property damage, and other risks, including business interruption coverage where available on commercially reasonable terms, on terms and in amounts as are customarily carried by similar business conducting gaming in the jurisdiction of the gaming operations of the company and its Restricted Subsidiaries and reasonably sufficient to avoid a material adverse change in the financial condition or results of operation of the Company and its Restricted Subsidiaries taken as a whole. All insurance shall name the Trustee as additional insured or loss payee, as applicable.

SECTION 1008. STATEMENT BY OFFICERS AS TO DEFAULT.

(a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the compliance by the Company and the Subsidiary Guarantors with all conditions and covenants under this Indenture and the Notes. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five (5) Business Days of its occurrence.

SECTION 1009. REPORTS TO HOLDERS OF NOTES.

Whether or not the Company is subject to the reporting requirements of the Exchange Act, the Company shall deliver to the Trustee and each Holder of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its Consolidated Subsidiaries (provided that, such reports shall show in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the financial condition and results of operations of the Company and its Significant Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries and other Subsidiaries of the Company that are not Subsidiary Guarantors with such reasonable detail as required by the Commission or as would be required by the Commission if the Company were subject to the periodic reporting requirements of the Exchange Act) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that for so long as any Notes remain Outstanding, the Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 1010. LIMITATION ON INDEBTEDNESS.

(a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, suffer to exist, guarantee or in any manner become liable for the payment of ("Incur"), any Indebtedness (including any Acquired Indebtedness) or any Disqualified Stock unless

(i) such Indebtedness or Disqualified Stock is incurred by the Company or a Subsidiary Guarantor,

(ii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving pro forma effect to, such incurrence of Indebtedness or Disqualified Stock, and

(iii) on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Company, after giving pro forma effect to such incurrence of such Indebtedness, would be at least 2.0 to 1.0

(b) Notwithstanding the foregoing provisions of this Section 1010, the Company and its Restricted Subsidiaries may incur

(i) Indebtedness and Disqualified Stock issued to and held by the Company or a wholly owned Restricted Subsidiary of the Company, provided that (a) any subsequent issuance or transfer of any Capital Stock that results in any such wholly owned Restricted Subsidiary ceasing to be a wholly owned Restricted Subsidiary or (b) any transfer of such Indebtedness to a Person other than the Company or a wholly owned Restricted Subsidiary of the Company, will be deemed to be the incurrence of such Indebtedness or issuance of Disqualified Stock by the issuer thereof;

(ii) Indebtedness under the Notes, the Subsidiary Guarantees and this Indenture;

(iii) Indebtedness outstanding on the Issue Date;

(iv) FF&E Financing and Capitalized Lease Obligations to acquire or refinance furniture, fixtures and equipment incident to and useful in the operation of Casinos, Casino Hotels or any Casino Related Facility, provided that the sum of the aggregate principal amount of FF&E Financing and Capitalized Lease Obligations does not exceed, in the aggregate at any time outstanding, the sum of

(1) the principal amount of FF&E Financing and Capitalized Lease Obligations outstanding on the Issue Date, plus

(2) $15.0 million, plus

(3) $10.0 million times the number of Casinos acquired or developed by the Company and its Restricted Subsidiaries after the Issue Date, plus

(4) $7.5 million times the number of Casino Hotels acquired or developed by the Company or its Restricted Subsidiaries after the Issue Date;

(v) Indebtedness in respect of performance bonds, letters of credit, bankers' acceptances and surety and appeal bonds in the ordinary course of business, other than such Indebtedness outstanding on the Issue Date (or refinancings thereof permitted under clause (vi) of this Section), in an amount not to exceed $15.0 million in the aggregate at any time outstanding; Interest Rate and Currency Protection Obligations entered into in connection with the incurrence of Indebtedness otherwise permitted under this Indenture; and Indebtedness arising under agreements providing for indemnification, adjustment of purchase price and similar obligations in connection with the disposition of property or assets.

(vi) Indebtedness issued in exchange for or to repay, prepay, repurchase, redeem, defease, retire or refinance ("refinance") any Indebtedness (x) incurred pursuant

to the provisions of Section (a) above or (y) permitted by clauses (ii) or
(iii) above or this clause (vi) of this Section (b), provided that

(1) if the principal amount of the Indebtedness so issued shall exceed the sum of the principal amount of the Indebtedness so exchanged or refinanced plus any prepayment premium and costs reasonably incurred to effect the exchange or refinancing, then such excess shall be permitted only to the extent that it is otherwise permitted to be incurred under this covenant, and

(2) the Indebtedness so issued

(A) has a Stated Maturity not earlier than the Stated Maturity of the Indebtedness so exchanged or refinanced,

(B) has an Average Life to Stated Maturity equal to or greater than the remaining Average Life to Stated Maturity of the Indebtedness so exchanged or refinanced, and

(C) is subordinated to the Notes to at least the same extent as the Indebtedness so exchanged or refinanced if such Indebtedness that is being exchanged or refinanced is subordinated to the Notes.

(vii) Indebtedness incurred by the Company and its Restricted Subsidiaries under one or more Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed $200.0 million (less any Indebtedness incurred pursuant to this clause (vii) that is permanently prepaid, repaid, redeemed, purchased or retired with Net Cash Proceeds from any Asset Sale or Event of Loss pursuant to the terms of the covenant described in Section 1014; and

(viii) Indebtedness, other than Indebtedness permitted by clauses (i) through (vii) of this Section, which does not exceed $25.0 million (less any Indebtedness incurred pursuant to this clause (viii) that is permanently prepaid, repaid, redeemed, purchased or retired with Net Cash Proceeds from any Asset Sale or Event of Loss pursuant to the terms of the covenant described in Section 1014) in the aggregate at any time outstanding.

SECTION 1011. LIMITATION ON LIENS.

The Company shall not and shall not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume or suffer to exist any Lien of any kind upon any of its property or assets (including, without limitation, any income or profits) now owned or acquired by it after the Issue Date or any proceeds therefrom, unless the Notes are equally and ratably secured (except that Liens securing Subordinated Indebtedness shall be expressly subordinate to the Liens securing the Notes to the same extent such Subordinated Indebtedness is subordinate to the Notes), other than:

(a) Liens existing on the Issue Date;

(b) Liens securing Senior Indebtedness of the Company and the Subsidiary Guarantors permitted to be incurred under this Indenture;

(c) Liens securing FF&E Financing or Capitalized Lease Obligations permitted pursuant to clause (b)(iv) of Section 1010; provided that

(i) the amount of such Indebtedness incurred in any individual case secured by such a Lien, at the time such Indebtedness is incurred, does not exceed the lesser of (x) the cost and (y) the Fair Market Value of the property or assets purchased or acquired with the proceeds of such FF&E Financing or Capitalized Lease Obligation,

(ii) the Indebtedness secured by such Lien shall have otherwise been permitted to be incurred under this Indenture,

(iii) such Lien shall attach to such property or assets upon their acquisition, and

(iv) such Lien (other than a Permitted Vessel Lien) shall not encumber or attach to any other assets or property of the Company or any of its other Restricted Subsidiaries;

(d) Liens securing Indebtedness incurred pursuant to clause
(b)(viii) of Section 1010;

(e) the replacement, extension or renewal of any Lien permitted by clauses (a) through (iv) of this Section upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the principal amount (other than to pay any prepayment premium and costs reasonably incurred to effect the replacement, extension or renewal, or change in any direct or contingent obligor) of the Indebtedness secured thereby; and

(f) Permitted Liens.

SECTION 1012. LIMITATION ON RESTRICTED PAYMENTS.

The Company shall not make, directly or indirectly, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment from and after the Issue Date, unless:

(a) no Default or Event of Default shall have occurred and be continuing at the time of and after giving pro forma effect to such Restricted Payment;

(b) immediately after giving effect to such Restricted Payment, the Company could incur at least $1.00 of Indebtedness pursuant to Section 1010 (other than under clauses (b)(i) through (b)(viii) thereof); and

(c) the aggregate amount of all Restricted Payments declared or made after the Issue Date does not exceed the sum of the following amounts
(without duplication)

(i) 50% of Consolidated Net Income (or in the event such Consolidated Net Income shall be a deficit, minus 100% of such deficit) accrued during the period (treated as one accounting period) beginning on January 25, 1999 and ending on the last day of the Company's last fiscal quarter ending before the date of such proposed Restricted Payment, plus

(ii) an amount equal to the aggregate Net Cash Proceeds received by the Company from the issuance or sale (other than to a Subsidiary) of its Capital Stock (excluding Disqualified Stock, but including Capital Stock issued upon conversion of convertible Indebtedness and from the exercise of options, warrants or rights to purchase Capital Stock (other than Disqualified Stock) of the Company) on or after the Issue Date, plus

(iii) to the extent not otherwise included in the Company's Consolidated Net Income, 100% of cash dividends, if applicable, or distributions or the amount of the cash principal and interest payments received since the Issue Date by the Company or any Restricted Subsidiary from any Unrestricted Subsidiary or in respect of any Investment constituting a Restricted Payment (other than dividends, if applicable, or distributions to pay obligations owed to a person other than the Company or any Restricted Subsidiary by or with respect to such Unrestricted Subsidiary, such as income taxes) until the entire amount of the Investment in such Unrestricted Subsidiary has been received or the entire amount of such Investment constituting a Restricted Payment has been returned, as the case may be, and 50% of such amounts thereafter;

provided that, if no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Restricted Payment, the foregoing provisions will not prohibit

(1) the payment of any dividend within sixty (60) days after the date of its declaration if, at the date of declaration, such payment would be permitted by such provisions;

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

(3) the repurchase of Capital Stock from directors, officers and employees (or their respective estates or beneficiaries) upon death, disability,

retirement or termination of employment up to an amount not to exceed an aggregate of $2.0 million in any fiscal year of the Company, and

(4) Permitted Investments.

The full amount of any Restricted Payment made pursuant to the foregoing clause (1) or clause (2) or clause (b) of the definition of Permitted Investments, however, will be included in the calculation of the aggregate amount of Restricted Payments available to be made pursuant to clause (c) of this Section.

SECTION 1013. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or enter into any agreement with any Person that would cause any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

(a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Restricted Subsidiary,

(b) make any loans or advances to the Company or any Restricted Subsidiary, or

(c) transfer any of its properties or assets to the Company or any Restricted Subsidiary,

except, in each case, for

(i) restrictions imposed by the Notes, this Indenture and the Subsidiary Guarantees,

(ii) customary non-assignment provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practices,

(iii) restrictions imposed by applicable gaming laws or any applicable Gaming Authority,

(iv) restrictions under any agreement relating to any property, assets or business acquired by the Company or its Restricted Subsidiaries, which restrictions existed at the time of acquisition, were not put in place in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, assets or business other than the property, assets and business of the Person acquired,

(v) any such contractual encumbrance in existence as of the Issue Date or imposed by or in connection with the incurrence of any FF&E Financing or Capitalized Lease Obligations permitted pursuant to clause (b)(iv) of Section 1010, provided such encumbrance does not have the effect of restricting the payment of dividends to the Company or any Restricted Subsidiary or the payment of Indebtedness owed to the Company or any Restricted Subsidiary or reducing the amount of any such dividends or payments,

(vi) any restrictions with respect to Capital Stock or assets, respectively, of a Restricted Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary,

(vii) restrictions imposed by the New Credit Facility, and

(viii) replacements of restrictions imposed pursuant to clauses
(i) through (vii) that are no more restrictive than those being replaced.

SECTION 1014. LIMITATION ON ASSET SALES AND EVENTS OF LOSS.

The Company shall not, directly or indirectly, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale unless

(a) at the time of such Asset Sale the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value of the assets sold or otherwise disposed of,

(b) the proceeds therefrom consist of at least 75% cash or Cash Equivalents, and

(c) no Default or Event of Default shall have occurred and be continuing at the time of or after giving pro forma effect to such Asset Sale.

The Company and any Restricted Subsidiary may, on or before the 180th day after the date on which the Company or such Restricted Subsidiary consummates an Asset Sale or suffers an Event of Loss, apply 100% of the Net Cash Proceeds therefrom to either (x) prepay, repay, redeem or purchase (and permanently reduce the commitments under) any Senior Indebtedness or (y) make a Permitted Related Investment (or enter into a binding agreement to make a Permitted Related Investment). The amount of such Net Cash Proceeds not so applied either to prepay, repay, redeem or purchase any Senior Indebtedness or make a Permitted Related Investment will constitute "Excess Sale/Loss Proceeds" for purposes of the Repurchase Offer required by Section 1110 (until used to pay for Notes being repurchased pursuant to such Repurchase Offer or released and retained by the Company pursuant to Section 1110).

SECTION 1015. LIMITATION ON DISPOSITION OF STOCK OF RESTRICTED SUBSIDIARIES.

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, issue, transfer, convey, sell, lease or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than to the Company or a wholly owned Subsidiary), unless (a) (i) such transfer, conveyance, sale, lease or other disposition is of all of the Capital Stock of such Restricted Subsidiary or (ii) after giving effect to such transfer, conveyance, sale, lease or other disposition, the Company or the applicable Subsidiary Guarantor remains the owner of a majority of the Capital Stock of such Restricted Subsidiary and (b) the Net Cash Proceeds for such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 1014 herein. The Company shall not permit any Restricted Subsidiary to issue any Preferred Stock or other Capital Stock having a preference as to dividends, upon liquidation or otherwise over the Capital Stock of such Restricted Subsidiary owned, directly or indirectly by the Company.

SECTION 1016. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

The Company shall not, and the Company shall not permit, cause or suffer any Restricted Subsidiary to, conduct any business or enter into any transaction or series of transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange, lease or use of assets, property or services) or enter into any contract, agreement, understanding, loan, advance or guarantee with or for the benefit of any of their respective Affiliates, including, without limitation, any Unrestricted Subsidiary, other than the Company or another Restricted Subsidiary (each, an "Affiliate Transaction"), except

(a) such transactions that are set forth in writing and are entered into in good faith and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arm's-length basis from a Person not an Affiliate of the Company or such Restricted Subsidiary or, if in the reasonable opinion of a majority of the Independent directors of the Company, such standard is inapplicable to the subject Affiliate Transaction, then that such Affiliate Transaction is fair to the Company or the Restricted Subsidiary, as the case may be (or to the stockholders as a group in the case of a pro rata dividend or other distribution to stockholders permitted pursuant to Section 1012), from a financial point of view,

(b) such transactions that are existing on the Issue Date, and

(c) reasonable and customary compensation and indemnification of directors, officers and employees.

In addition, the Company and its Restricted Subsidiaries may not enter into any Affiliate Transaction (or series of related Affiliate Transactions that are part of a common plan) under clause (a) above involving aggregate payments or other Fair Market Value

(i) in excess of $5.0 million unless, prior to the consummation thereof, the transaction is approved by the Board of Directors of the Company, including a majority of the disinterested directors, such approval to be evidenced by a Board Resolution delivered to the Trustee with an Officers' Certificate stating that such Board of Directors has determined that Affiliate Transaction complies with clause (a) above, and

(ii) in excess of $15.0 million unless, prior to the consummation thereof, the Company shall have received an opinion, from an independent nationally recognized firm experienced in the appraisal or similar review of similar types of transactions, that such transaction or series of related transactions is on terms which are fair, from a financial point of view, to the Company or such Restricted Subsidiary.

SECTION 1017. CHANGE IN NATURE OF BUSINESS.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, own, manage or conduct any operation other than a Permitted Line of Business.

SECTION 1018. RESTRICTED AND UNRESTRICTED SUBSIDIARIES; SUBSIDIARY GUARANTORS.

(a) Subject to the exceptions described below, from and after the Issue Date, each of the Company's Subsidiaries in existence on the Issue Date, other than Casino America of Colorado, Inc. and Isle of Capri Black Hawk LLC and any entity that becomes a direct or indirect Subsidiary of the Company after the Issue Date shall be a Restricted Subsidiary unless the Company designates such Subsidiary to be an Unrestricted Subsidiary. Except as provided below, the Company may designate any existing or future Subsidiary of the Company as an Unrestricted Subsidiary, provided that

(i) such Subsidiary does not own any Indebtedness or Capital Stock or own or hold any Lien on any asset or property of the Company or any other Restricted Subsidiary,

(ii) either (x) the Subsidiary to be so designated has total assets of $100,000 or less (y) or immediately before and after giving pro forma effect to such designation,

(A) the Company could incur $1.00 of Indebtedness pursuant to Section 1010 (other than under clauses (b)(i) through
(b)(viii) thereof),

(B) no Default or Event of Default shall have occurred and be continuing, and

(C) the Company could make, pursuant to the covenant described under Section 1012, the Restricted Payment arising from the designation as described in the paragraph below and

(iii) all transactions between the Subsidiary to be so designated and its Affiliates remaining in effect are permitted pursuant to
Section 1016.

Notwithstanding the foregoing, the Company may not designate any existing or future Subsidiary that holds, owns or operates, directly or indirectly, any assets or function directly relating to or necessary for the conduct of casino gaming at the Isle-Biloxi, the Isle-Vicksburg, the Isle- Bossier City, the Isle-Lake Charles or the Isle-Tunica as an Unrestricted Subsidiary.

(b) Any Investment made by the Company or any Restricted Subsidiary in a Restricted Subsidiary which is redesignated an Unrestricted Subsidiary shall thereafter be considered as having been a Restricted Payment (to the extent not previously included as a Restricted Payment) made on the day such Subsidiary is designated an Unrestricted Subsidiary in the amount of the greater of

(i) the sum of the Fair Market Value of the interest of the Company and any of its Restricted Subsidiaries in such Subsidiary on such date as determined in accordance with GAAP and the amount of any obligation of such Subsidiary which the Company or any Restricted Subsidiary has guaranteed or for which it is in any other manner liable, and

(ii) the amount of the Investments made by the Company and any of its Restricted Subsidiaries in such Subsidiary.

(c) Any Subsidiary Guarantee entered into by a Restricted Subsidiary which is subsequently redesignated an Unrestricted Subsidiary shall be automatically released at such time as the Restricted Subsidiary becomes an Unrestricted Subsidiary. Unless so designated as an Unrestricted Subsidiary, any Subsidiary of the Company (whether or not a Subsidiary on the Issue Date) shall be classified as a Restricted Subsidiary.

(d) An Unrestricted Subsidiary may be redesignated a Restricted Subsidiary, provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if,

(i) such Indebtedness is permitted to be incurred under Section 1010 (other than under clauses (b)(i) through (b)(vii) thereof), and

(ii) no Default or Event of Default shall have occurred and be continuing.

(e) The designation of an Unrestricted Subsidiary or the removal of such designation is required to be made by the Board of Directors of the Company, such designation to be evidenced by a Board Resolution stating that the Board of Directors has made such designation in accordance with this Indenture, and the Company is required to deliver to the Trustee such Board Resolution together with an Officers' Certificate certifying that the designation complies with this Indenture. Such designation will be effective as of the date specified in the applicable Board Resolution, which may not be before the date the applicable Officers' Certificate is delivered to the Trustee.

(f) On the Issue Date, the Subsidiary Guarantors include the Persons listed as parties to this Indenture in clause (ii) preceding the recitals herein. In addition, each Person which becomes a Significant Restricted Subsidiary of the Company after the Issue Date shall be a Subsidiary Guarantor and the Company shall cause such Person to promptly execute an Addendum to Subsidiary Guarantees to evidence its Subsidiary Guarantee. Each Person which is a Subsidiary Guarantor on the Issue Date or which later becomes a Subsidiary Guarantor shall remain bound by its Subsidiary Guarantee until released as set forth in paragraph (a) above or in Section 1210.

SECTION 1019. STAY, EXTENSION AND USURY LAWS.

Each of the Company and the Subsidiary Guarantors covenants (to the extent permissible under applicable law) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law, wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company or the Subsidiary Guarantors from paying all or any portion of the principal of, premium, if any, or interest (including any Additional Interest) on the Notes and amounts from time to time payable under the Subsidiary Guarantees, in each case as contemplated herein, or that may materially affect the covenants or the performance of this Indenture or the Subsidiary Guarantees in a manner inconsistent with the provisions of this Indenture or the Subsidiary Guarantees.

SECTION 1020. LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS.

The Company shall not, and shall not cause or permit any Restricted Subsidiary to, create, incur, assume, guarantee or in any other manner become liable with respect to any Indebtedness (other than the Notes and the Subsidiary Guarantees) that is subordinate in right of payment to any Senior Indebtedness of the Company or such Restricted Subsidiary, as applicable, unless such Indebtedness is either

(a) pari passu in right of payment with the Notes or the Subsidiary Guarantee, as applicable, or

(b) subordinate in right of payment to the Notes or the Subsidiary Guarantees, as applicable, in the same manner and at least to the same extent as the Notes are subordinated to Senior Indebtedness of the Company or as such Subsidiary Guarantee is subordinated to Senior Indebtedness of such Subsidiary Guarantor, as applicable.

ARTICLE ELEVEN

REDEMPTION OF AND REPURCHASE OF SECURITIES

SECTION 1101. RIGHT OF REDEMPTION.

(a) The Notes may be redeemed, at the election of the Company, as a whole or from time to time in part, at any time on or after April 15, 2004, subject to the conditions and

at the Redemption Prices specified in the form of Note, together with accrued interest to the Redemption Date.

(b) In the event that the Company consummates a Qualified Public Equity Offering on or before April 15, 2002, the Company may redeem, at its option, up to 35% of the Outstanding Notes at a Redemption Price of 108.75% of the principal amount of the Notes so redeemed plus accrued and unpaid interest to the redemption date, provided that, after any such redemption, at least $253.5 million in principal amount of the Notes remains outstanding.

(c) Notwithstanding any other provision hereof, if any Gaming Authority requires that a Holder of Notes must be licensed, qualified or found suitable under any applicable gaming law and the Holder fails to apply for a license, qualification or a finding of suitability within thirty (30) days after being requested to do so in such circumstances by the Gaming Authority or by the Company pursuant to an order of the Gaming Authority, or if such Holder is not so licensed, qualified or found suitable, the Company shall have the right, at its option,

(i) to require such Holder to dispose of such Holder's Notes within thirty (30) days of receipt of such notice of such finding by the applicable Gaming Authority or such earlier date as may be ordered by such Gaming Authority, or

(ii) to redeem the Notes of such Holder a redemption price equal to the lesser of

(A) the principal amount thereof, and

(B) the price at which such Holder acquired the Notes,

together with, in either case, accrued and unpaid interest, if any, to the earlier of the date of redemption or the date of the finding of unsuitability, if any, by such Gaming Authority, which may be less than thirty (30) days following the notice of redemption, if so ordered by such Gaming Authority. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder of Notes applying for a license, qualification or a finding of suitability is obligated to pay all costs of the licensure or investigation for such qualification or finding of suitability.

(d) All references in this paragraph (c) to this Section 1101 to a "Holder" shall include any beneficial owner of Notes.

SECTION 1102. APPLICABILITY OF ARTICLE.

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

SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Notes pursuant to Section 1101 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company,

the Company shall, at least sixty (60) days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to
Section 1104.

SECTION 1104. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED OR REPURCHASED.

Except as contemplated by paragraph (c) of Section 1101, if less than all of the Outstanding Notes are to be redeemed or repurchased, the particular Notes or portions thereof to be redeemed or repurchased shall be determined by the Trustee on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate (subject to compliance with the requirements of any securities exchange or trading system on which the Notes are then listed or approved for trading) in principal amounts of $1,000 or integral multiples thereof from the Outstanding Notes not previously called for redemption or repurchase.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

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

SECTION 1105. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided for in
Section 106 not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to each Holder of Notes to be redeemed. All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be redeemed,

(d) that on the Redemption Date the Redemption Price (together with accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date, and

(e) the place or places where such Notes are to be surrendered for payment of the Redemption Price.

Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company.

SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) in immediately available funds an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Notes which are to be redeemed on that date.

SECTION 1107. NOTES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to the Redemption Date or the earlier date provided in paragraph (c) of Section 1101), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date (or the earlier date provided in paragraph (c) of Section 1101); provided, however, that installments of interest whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 309.

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

SECTION 1108. NOTES REDEEMED IN PART.

Any Note which is to be redeemed only in part shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to
Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

SECTION 1109. CHANGE OF CONTROL REPURCHASE OFFER.

If a Change of Control of the Company shall occur, the Company shall offer to repurchase (a "Change of Control Repurchase Offer") from all Holders of the Notes in

accordance with the procedures set forth in Section 1111, and shall purchase from Holders accepting such offer, Notes, at a purchase price (payable in cash) equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to the Repurchase Date (as defined below), subject to satisfaction by or on behalf of the Holder of the requirements set forth in paragraph (c) of Section 1111.

SECTION 1110. ASSET SALE/LOSS PROCEEDS REPURCHASE OFFER.

At each such time as the aggregate amount of Excess Sale/Loss Proceeds equals $10.0 million, the Company shall offer to repurchase (an "Excess Sale/Loss Proceeds Offer") from all Holders of the Notes in accordance with the procedures set forth in Section 1111, and shall purchase from Holders accepting such offer, Notes up to a maximum principal amount (expressed as a multiple of $1,000) equal to such Excess Sale/Loss Proceeds, less the accrued and unpaid interest on such Notes, at a purchase price (payable in cash) equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the Repurchase Date, subject to satisfaction by or on behalf of the Holder of the requirements set forth in paragraph (c) of Section 1111. Each Excess Sale/Loss Proceeds Offer shall remain open for a period of at least twenty (20) Business Days. To the extent an Excess Sale/Loss Proceeds Offer is not fully subscribed to by the Holders of the Notes, the Company may retain such unutilized portion of the Excess Sale/Loss Proceeds for any application or use not prohibited by the terms of this Indenture. All funds applied to repurchase Notes tendered pursuant to an Excess Sale/Loss Proceeds Offer or withdrawn and retained by the Company as permitted herein shall no longer constitute Excess Sale/Loss Proceeds.

SECTION 1111. PROCEDURES FOR OFFERS TO REPURCHASE NOTES.

(a) Within five (5) days after (i) the occurrence of a Change of Control or (ii) each time the Excess Sale/Loss Proceeds aggregate $10.0 million, as the case may be, the Company shall give written notice thereof to the Trustee. Within fifteen (15) days after the Company shall deliver such written notice to the Trustee, the Company will, or will cause the Trustee to, send to each Holder of Notes whose Notes have been selected by the Trustee to be offered to be repurchased by the Company, at its address appearing in the register, by registered or certified mail, telegraph, telefax, telex, cable or overnight delivery, a Change of Control Offer or Asset Sale/Loss Proceeds Offer, as applicable (each, a "Repurchase Offer"), to repurchase such Notes or a portion thereof determined in accordance with Section 1104. The Trustee shall be under no obligation to ascertain the occurrence of any event obligating the Company to make a Repurchase Offer or to give notice with respect thereto other than as provided above upon receipt of written notice from the Company.

(b) Any notice to Holders given pursuant to paragraph (a) of this
Section shall include a form of Purchase Notice (as defined below) and shall state:

(i) that the Company thereby offers to repurchase at the applicable purchase price such of the Holder's Notes as shall be specified therein (or, in the case of a Change of Control Offer, all Notes of such Holder);

(ii) the event causing the Repurchase Offer to be required and the date on which such event is deemed to have occurred for purposes of this Section;

(iii) the date by which the Repurchase Notice must be given;

(iv) the date as of which Notes will be purchased pursuant to the Purchase Offer (the "Repurchase Date"), which shall be no earlier than twenty (20) Business Days (or, if longer, as required by applicable law) after the date on which the notice to the Holders is sent pursuant to paragraph (a) of this Section;

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

(vi) that Notes must be surrendered to the Paying Agent at the office of the Paying Agent to collect payment;

(vii) that the repurchase price for any Notes as to which a Repurchase Notice has been duly given and not withdrawn will be paid on the later of (x) the Repurchase Date and (y) the first Business Day following the date of surrender of such Notes as described in clause (vi);

(viii) the procedures the Holder must follow to have its Notes repurchased pursuant to the Repurchase Offer; and

(ix) the procedures for withdrawing a Repurchase Notice.

If any such notice is given by the Trustee at the Company's request, the text of such Notice shall be determined by the Company.

(c) A Holder may exercise its rights under Section 1109 or 1110, as applicable, and this Section by delivering to the Paying Agent at the office of the Paying Agent a written notice of purchase (a "Repurchase Notice") at any time prior to the close of business on the third Business Day prior to the Purchase Date, stating:

(i) the certificate numbers of the Notes that the Holder will deliver to be repurchased; and

(ii) the portion of the principal amount of the Notes that the Holder will deliver to be repurchased, which portion must be $1,000 or an integral multiple thereof.

(d) The delivery of such Notes (together with all necessary endorsements) to the Paying Agent at the office of the Paying Agent prior to, on or after the Repurchase Date shall be a condition to the receipt by the Holder of the repurchase price therefor; provided that such repurchase price shall be so paid pursuant to this Section only if the Notes so delivered shall conform in all respects to the description thereof set forth in the related Repurchase Notice.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent at the office of the Paying Agent the Repurchase Notice contemplated by this

Section shall have the right to withdraw such Repurchase Notice in accordance with Section 1112.

The Paying Agent shall promptly notify the Company by telecopier of the receipt by the former of any Repurchase Notice or written notice of withdrawal thereof.

The Company shall repurchase from the Holder thereof, pursuant to this Section, all or a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of a portion of such Note.

SECTION 1112. EFFECT OF REPURCHASE NOTICE.

(a) Upon receipt by the Company or the Paying Agent of any Repurchase Notice, the Holder of the Note in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is withdrawn as specified in the following two paragraphs of this Section) thereafter be entitled to receive solely the applicable repurchase price with respect to such Note. Such repurchase price shall be paid to such Holder on the later of (x) the applicable Repurchase Date with respect to such Note (provided that the conditions of paragraph (c) of Section 1111 have been satisfied) and (y) the first Business Day following the date of delivery of such Note to the Paying Agent at the office of the Paying Agent by the Holder thereof in the manner required by paragraph (c) of Section 1111.

(b) A Repurchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Repurchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent at any time prior to the close of business on the third Business Day prior to the Repurchase Date, specifying, as applicable:

(i) the certificate number and series of the Note in respect of which such notice of withdrawal is being submitted,

(ii) the principal amount of the Note with respect to which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of such Note that remains subject to the Original Repurchase Notice, and that has been or will be delivered for purchase by the Company.

(c) The Paying Agent will promptly return to the respective Holders thereof any Notes with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture.

SECTION 1113. DEPOSIT OF REPURCHASE PRICE.

No later than 10:00 a.m. (local time at the office of the Paying Agent) on the Business Day immediately preceding the Repurchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of the

Company is acting as the Paying Agent, shall segregate and hold in trust, or cause to be segregated and held in trust, as provided in Section 1003) an amount of cash sufficient to pay the aggregate repurchase price of all the Notes of portions thereof that are to be purchased as of the Repurchase Date. Upon such deposit or segregation, all Notes of portions thereof that are to be purchased shall cease to bear interest after the Repurchase Date.

SECTION 1114. COVENANT TO COMPLY WITH SECURITIES LAWS UPON REPURCHASE OF NOTES.

In connection with any offer to repurchase or repurchase of Notes under Section 1109 or 1110, the Company shall comply with all applicable federal and state securities laws (including, without limitation, Exchange Act Rule 14e-
1) so as to permit the rights and obligations under Sections 1109 and 1110 to be exercised to the greatest extent practicable in the time and in the manner specified in such Sections.

SECTION 1115. REPAYMENT TO THE COMPANY.

The Trustee and the Paying Agent shall return to the Company upon written Order any cash that remains unclaimed, together with interest, if any, accrued thereon, held by them for the payment of the repurchase price two years after the related Repurchase Date.

ARTICLE TWELVE

GUARANTEES

SECTION 1201. SUBSIDIARY GUARANTEES.

Subject to the provisions of Article Fourteen of this Indenture, the Subsidiary Guarantors unconditionally and jointly and severally guarantee and promise to pay to each Beneficiary, at any time while an Event of Default exists, in lawful money of the United States of America, any and all Company Obligations from time to time owed to the Beneficiaries, provided that the Holders and the Trustee shall have the same remedies against the Subsidiary Guarantors under the Subsidiary Guarantees as they have against the Company under the Notes pursuant to Article Five. The term "Company Obligations" means any and all present and future obligations and liabilities of the Company of every type and description to the Beneficiaries under this Indenture and the Notes, whether for principal, premium (if any) or interest (including any Additional Interest), expenses, indemnities or other amounts, in each case whether due or not due, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Federal Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. All Company Obligations shall be conclusively presumed to have been created in reliance on the Subsidiary Guarantees. Each Subsidiary Guarantee is a continuing guaranty of the

Company Obligations and, except as otherwise provided in Section 1018 or Section 1201, may not be revoked and shall not otherwise terminate unless and until any and all Company Obligations have been indefeasibly paid and performed in full.

SECTION 1202. NATURE OF SUBSIDIARY GUARANTEES.

The liability of each Subsidiary Guarantor under its Subsidiary Guarantee is independent of and not in consideration of or contingent upon the liability of the Company or any other Subsidiary Guarantor and a separate action or actions may be brought and prosecuted against any Subsidiary Guarantor, whether or not any action is brought or prosecuted against the Company or any other Subsidiary Guarantor or whether the Company or any other Subsidiary Guarantor is joined in any such action or actions. The Subsidiary Guarantee given by each Subsidiary Guarantor shall be construed as a continuing, absolute and unconditional guaranty of payment (and not merely of collection) without regard to (a) the legality, validity or enforceability of the Notes, this Indenture, any of the Company Obligations, or the Subsidiary Guarantee given by any other Subsidiary Guarantor, (b) any defense (other than payment), set-off or counterclaim that may at any time be available to the Company or any Subsidiary Guarantor against, and any right of setoff at any time held by, any Beneficiary or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or any Subsidiary Guarantor), whether or not similar to any of the foregoing, that constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any Subsidiary Guarantor, in bankruptcy or in any other instance. Any payment by any Subsidiary Guarantor or other circumstance that operates to toll any statute of limitations applicable to such Subsidiary Guarantor shall also operate to toll the statute of limitations applicable to each other Subsidiary Guarantor.

SECTION 1203. AUTHORIZATION.

Each Subsidiary Guarantor authorizes each Beneficiary, without notice to or further assent by such Subsidiary Guarantor, and without affecting any Subsidiary Guarantor's liability hereunder (regardless of whether any subrogation or similar right that such Subsidiary Guarantor may have or any other right or remedy of such Subsidiary Guarantor is extinguished or impaired), from time to time to do any or all of the following:

(a) permit the Company to increase or create Company Obligations, or terminate, release, compromise, subordinate, extend, accelerate or otherwise change the amount or time, manner or place of payment of, or rescind any demand for payment or acceleration of, the Company Obligations or any part thereof, consent or enter into supplemental indentures or otherwise amend the terms and conditions of this Indenture and the Notes or any provision thereof,

(b) exercise in such manner and order as it elects in its sole discretion, fail to exercise, waive, suspend, terminate or suffer expiration of, any of the remedies or rights of such Beneficiary against the Company or any Subsidiary Guarantor in respect of any Company Obligations;

(c) release, add or settle with any Subsidiary Guarantor in respect of its Subsidiary Guarantee or the Company Obligations;

(d) accept partial payments on the Company Obligations and apply any and such payments or recoveries to such of the Company Obligations as any Beneficiary may elect in its sole discretion, whether or not such Company Obligations are secured or guaranteed;

(e) refund at any time, at such Beneficiary's sole discretion, any payments or recoveries received by such Beneficiary in respect of any Company Obligations; and

(f) otherwise deal with the Company and any Subsidiary Guarantor as such Beneficiary may elect in its sole discretion.

SECTION 1204. CERTAIN WAIVERS.

Each Subsidiary Guarantor waives:

(a) the right to require the Beneficiaries to proceed against the Company or any other Subsidiary Guarantor, or to pursue any other remedy in any Beneficiary's power whatsoever and the right to have the property of the Company or any other Subsidiary Guarantor first applied to the discharge of the Company Obligations;

(b) all rights and benefits under applicable law purporting to reduce a guarantor's obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal;

(c) the benefit of any statute of limitations affecting the Company Obligations or any Subsidiary Guarantor's liability hereunder,

(d) any requirement of marshaling or any other principle of election of remedies;

(e) any right to assert against any Beneficiary any defense (legal or equitable), set-off, counterclaim and other right that any Subsidiary Guarantor may now or any time hereafter have against the Company or any other Subsidiary Guarantor,

(f) presentment, demand for payment or performance (including diligence in making demands hereunder), notice of dishonor or nonperformance, protest, acceptance and notice of acceptance of its Subsidiary Guarantee, and, except to the extent expressly required by this Indenture or the Notes, all other notices of any kind, including (i) notice of any action taken or omitted by the Beneficiaries in reliance hereon,
(ii) notice of any default by the Company or any Subsidiary Guarantor,
(iii) notice that any portion of the Company Obligations is due, (iv) notice of any action against the Company or any Subsidiary Guarantor, or the assertion of any right of any Beneficiary hereunder;

(g) all defenses that at any time may be available to such Subsidiary Guarantor by virtue of any valuation, stay, moratorium or other law now or hereafter in effect; and

(h) all applicable laws of the States of Mississippi, Louisiana, Iowa, Florida and Colorado.

SECTION 1205. NO SUBROGATION; CERTAIN AGREEMENTS.

(a) EACH SUBSIDIARY GUARANTOR WAIVES ANY AND ALL RIGHTS OF SUBROGATION, INDEMNITY OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT ANY BENEFICIARY MAY NOW OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE COMPANY OR ANY OTHER SUBSIDIARY GUARANTOR (OTHER THAN RIGHTS OF CONTRIBUTION FROM OTHER SUBSIDIARY GUARANTORS), AND ANY AND ALL OTHER RIGHTS AND CLAIMS (AS DEFINED IN THE FEDERAL BANKRUPTCY CODE) ANY SUBSIDIARY GUARANTOR MAY HAVE AGAINST THE COMPANY, UNDER APPLICABLE LAW OR OTHERWISE, AT LAW OR IN EQUITY, BY REASON OF ANY PAYMENT UNDER ITS SUBSIDIARY GUARANTEE, UNLESS AND UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL.

(b) Each Subsidiary Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of the Company and each other Subsidiary Guarantor and of all other circumstances bearing upon the risk of nonpayment of the Company Obligations or the Subsidiary Guarantee of any other Subsidiary Guarantor that diligent inquiry would reveal, and agrees that the Beneficiaries shall have no duty to advise any Subsidiary Guarantor of information regarding such condition or any such circumstances.

SECTION 1206. BANKRUPTCY; NO DISCHARGE.

(a) Without limiting Section 1202, no Subsidiary Guarantee shall be discharged or otherwise affected by any bankruptcy, reorganization or similar proceeding commenced by or against the Company or any Subsidiary Guarantor, including (i) any discharge of, or bar or stay against collecting, all or any part of the Company Obligations in or as a result of any such proceeding, whether or not assented to by any Beneficiary, (ii) any disallowance of all or any portion of any Beneficiary's claim for repayment of the Company Obligations,
(iii) any use of cash or other collateral in any such proceeding, (iv) any agreement or stipulation as to adequate protection in any such proceeding, (v) any failure by any Beneficiary to file or enforce a claim against the Company or any other obligor or its estate in any bankruptcy or reorganization case, (vi) any amendment, modification, stay or cure of any Beneficiary's rights that may occur in any such proceeding, (vii) any election by any Beneficiary under
Section 1112(b)(2) of the Federal Bankruptcy Code, or (viii) any borrowing or grant of a Lien under Section 364 of the Federal Bankruptcy Code. Each Subsidiary Guarantor understands and acknowledges that by virtue of its Subsidiary Guarantee, it has specifically assumed any and all risks of any such proceeding with respect to the Company and each other Subsidiary Guarantor.

(b) Notwithstanding anything in this Article Twelve to the contrary, any Event of Default under clause (g) or (h) of Section 501 of this Indenture shall render all Company Obligations automatically due and payable for purposes of the Subsidiary Guarantees, without demand on the part of the Trustee or any Holder.

(c) Notwithstanding anything to the contrary herein contained, the Subsidiary Guarantees shall continue to be effective or be reinstated, as the case may be, if at any time any payment, or any part thereof, of any or all of the Company Obligations is rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be restored or returned by any Beneficiary in connection with any bankruptcy, reorganization or similar proceeding involving the Company, any Subsidiary Guarantor or otherwise, or if any Beneficiary elects to return any such payment or proceeds or any part thereof in its sole discretion, all as though such payment had not been made or such proceeds not been received.

SECTION 1207. SEVERABILITY OF VOID OBLIGATIONS UNDER SUBSIDIARY GUARANTEES.

The obligations of any Subsidiary Guarantor hereunder shall be limited to the maximum amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Federal Bankruptcy Code or any applicable provisions of comparable state law.

SECTION 1208. RIGHT OF CONTRIBUTION.

In order to provide for just and equitable contribution among the Subsidiary Guarantors in connection with the Subsidiary Guarantees, the Subsidiary Guarantors have agreed among themselves that if any Subsidiary Guarantor satisfies some or all of the Company Obligations (a "Funding Subsidiary Guarantor"), the Funding Subsidiary Guarantor shall be entitled to contribution from the other Subsidiary Guarantors that have positive Maximum Net Worth (as defined below) for all payments made by the Funding Subsidiary Guarantor in satisfying the Company Obligations, so that each Subsidiary Guarantor that remains obligated under its Subsidiary Guarantee at the time that a Funding Subsidiary Guarantor makes such payment (a "Remaining Subsidiary Guarantor") and has a positive Maximum Net Worth shall bear a portion of such payment equal to the percentage that such Remaining Subsidiary Guarantor's Maximum Net Worth bears to the aggregate Maximum Net Worth of all Remaining Subsidiary Guarantors that have positive Maximum Net Worth.

As used in this Section, "Net Worth" means, with respect to any Subsidiary Guarantor, the amount, as of any date of calculation by which the sum of a Person's assets (including subrogation indemnity, contribution reimbursement and similar rights that such Subsidiary Guarantor may have), determined on the basis of a "fair valuation" or their "fair salable value" (whichever is the applicable test under Section 548 and other relevant provisions of the Federal Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws) is greater than the amount that will be required to pay all of such Person's debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation but excluding liabilities arising under the Subsidiary Guarantee and excluding, to the maximum extent permitted by Applicable Law with the objective of avoiding rendering such Person insolvent,

liabilities subordinated to the Company Obligations arising out of loans or advances made to such Person by any other Person. "Maximum Net Worth" means, with respect to any Subsidiary Guarantor, the greatest of the Net Worth calculated as of the following dates: (A) the date on which the Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder, (B) the date on which such Subsidiary Guarantor expressly reaffirms the Subsidiary Guarantee, (C) the date on which demand for payment is made on such Subsidiary Guarantor hereunder, (D) the date on which payment is made by such Subsidiary Guarantor hereunder or (E) the date on which any judgment, order or decree is entered requiring such Subsidiary Guarantor to make payment hereunder or in respect hereof. The meaning of the terms "fair valuation" and "fair salable value" and the calculation of assets and liabilities shall be determined and made in accordance with the relevant provisions of the Federal Bankruptcy Code and applicable state fraudulent conveyance or transfer laws.

SECTION 1209. ADDITIONAL SUBSIDIARY GUARANTORS.

Each Subsidiary that executes and delivers to the Trustee from time to time after the Issue Date a Subsidiary Guarantee in the form attached as Exhibit C shall be a Subsidiary Guarantor as if such Subsidiary had been a signatory to this Indenture. Each Subsidiary Guarantor hereby consents to any such additional Subsidiary Guarantee, whether or not it receives notice thereof.

SECTION 1210. RELEASE OF A SUBSIDIARY GUARANTOR.

(a) In the event of (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor or the sale of a Subsidiary Guarantor by way of merger, consolidation or otherwise, that, in each case, complies with the provisions set forth in Section 1014 of this Indenture,
(ii) a Subsidiary Guarantor becoming an Unrestricted Subsidiary pursuant to the terms of this Indenture or (iii) a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor that complies with the provisions set forth in Section 1014 of this Indenture, then such Subsidiary Guarantor or the Person acquiring such assets, as applicable, shall be immediately released and relieved of any obligations under its Subsidiary Guarantee without any further action, provided that the Company complies with the provisions of the covenant described in Section 1014 of this Indenture. Upon release of any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to the terms of this Indenture, each other Subsidiary Guarantor not so released shall remain liable for the full amount of principal of, and interest on, the Notes as and to the extent provided in this Indenture.

(b) The Trustee shall deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor upon receipt of a request of the Company accompanied by an Officers' Certificate and an opinion of counsel as to the compliance with this Section 1210. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, will remain or be liable under its Subsidiary Guarantee as provided in this Article Twelve.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

The Company may, at its option by Board Resolution, at any time, with respect to the Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302. DEFEASANCE AND DISCHARGE.

Upon the Company's exercise under Section 1301 of the option applicable to this Section 1302, the Company shall be deemed to have been immediately discharged from its obligations with respect to all Outstanding Notes, subject to satisfaction of the conditions set forth in Section 1304 (hereinafter, "Defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 1305 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any, on) and interest (including any Additional Interest) on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.

SECTION 1303. COVENANT DEFEASANCE.

Upon the Company's exercise under Section 1301 of the option applicable to this Section 1303, the Company shall be immediately released from its obligations under any covenant or obligation contained in Section 801 and Sections 1005 through 1020 with respect to the Outstanding Notes, subject to the satisfaction of the conditions set forth below (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not to be "Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants or obligation, but shall continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or obligation, whether directly or indirectly, by reason of any reference elsewhere this Indenture or the Notes to any such covenant or obligation or by reason of any reference in

any such covenant or obligation in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section
501(c), (d), (e), (f), (i) and (j), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Notes:

(a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Notes, (i) money in an amount, or (ii) United States Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one (1) day before the due date of any payment, money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any, on) and interest (including any Additional Interest) on the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or Interest Payment Date of such installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to said payments of principal (premium, if any) and interest (including any Additional Interest) with respect to the Notes. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(b) No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit.

(c) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.

(d) In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result

of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

(e) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the Defeasance under Section 1302 or the Covenant Defeasance under Section 1303 (as the case may be) have been complied with.

SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 1003, all money and United States Government Obligations (including the proceeds thereof) deposited with the Trustee, collectively with any other qualifying trustee, for purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium, if any) and interest (including any Additional Interest) but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or United States Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance, as applicable, in accordance with this Article Thirteen.

SECTION 1306. REINSTATEMENT.

If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1305 by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations

under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1305; provided, however, that if the Company makes any payment of principal of (or premium, if any, on) or interest (including any Additional Interest) on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 1307. COUNTERPARTS.

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

ARTICLE FOURTEEN
SUBORDINATION

SECTION 1401. AGREEMENT TO SUBORDINATE

The Company and the Subsidiary Guarantors agree for themselves and for their successors, and each Holder by accepting a Note agrees, that the payment of principal of, and premium, interest (including any Additional Interest) on and any other amounts owing by the Company and the Subsidiary Guarantors with respect to, the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. This Article Fourteen shall constitute a continuing offer to all persons or entities who become holders of, or continue to hold, Senior Indebtedness. Notwithstanding anything to the contrary in this Indenture or the Notes, the provisions of this Article Fourteen are made for the benefit of the holders of Senior Indebtedness, each of whom is an obligee hereunder and is entitled to enforce such holder's rights hereunder, without any act or notice of acceptance hereof or reliance hereon. No amendment, modification or discharge of any provision of this Article Fourteen shall be effective against any holder of Senior Indebtedness unless expressly consented to in writing by such holder. The provisions of this Article Fourteen apply notwithstanding anything to the contrary contained in the Notes or this Indenture. 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 in Cash or in manner satisfactory to the holders of such Senior Indebtedness, before any payment is made on account of the Notes or this Indenture.

SECTION 1402. LIQUIDATION; DISSOLUTION; BANKRUPTCY

(a) In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, dissolution or other winding- up of a Subsidiary Guarantor, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshalling of assets or liabilities of such Subsidiary Guarantor:

(i) all Senior Indebtedness of the Company must be paid in full in cash or as otherwise may be acceptable to the holders of such Senior Indebtedness before any payment or distribution (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity securities or securities that are subordinated to the Senior Indebtedness to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) is made on account of the principal of, premium, if any, or interest (including Additional Interest) on or any amounts payable with respect to the Notes, and,

(ii) until Senior Indebtedness is paid in full, any distribution to which Holders of Notes would be entitled but for this provision shall be made to the holders of Senior Indebtedness as their interests may appear, except that holders of the Notes may receive Capital Stock or any securities described in paragraph (a)(i) above.

(b) In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization, dissolution or other winding- up of a Subsidiary Guarantor, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshalling of assets or liabilities of such Subsidiary Guarantor:

(i) all Senior Indebtedness of such Subsidiary Guarantor must be paid in full in cash or as otherwise may be acceptable to the holders of such Senior Indebtedness before any payment or distribution (excluding any payment or distribution of certain permitted equity or securities that are subordinated to the Senior Indebtedness to at least the same extent as the Subsidiary Guarantees and which have a term which exceeds the term of such Senior Indebtedness is made on account of the Subsidiary Guarantee of such Subsidiary Guarantor, and,

(ii) until Senior Indebtedness of such Subsidiary Guarantor is paid in full, any distribution to which holders of Notes would be entitled but for this provision shall be made to the holders of Senior Indebtedness as their interests may appear, except that holders of the Notes may receive Capital Stock or any securities described in paragraph (b)(i) above.

SECTION 1403. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS

During the continuance of any default in the payment of the Designated Senior Indebtedness of the Company or a Subsidiary Guarantor at maturity or pursuant to which the maturity thereof may immediately be accelerated beyond the applicable grace period, no payment or distribution of any assets of the Company or such Subsidiary Guarantor of any kind or character (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to the Senior Indebtedness to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) shall be made on

account of the principal of, premium, if any, or interest (including Additional Interest) on or any other amounts payable with respect thereto, or the purchase, redemption or other acquisition of, the Notes or such Subsidiary Guarantee, respectively, unless and until such default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full.

During the continuance of any non-payment default with respect to any Designated Senior Indebtedness of the Company or a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated (in accordance with its terms a "Non-payment Default") and after receipt by the Trustee from the representatives of holders of such Designated Senior Indebtedness of a written notice of such Non-Payment Default, no payment or distribution of any assets of the Company or such Subsidiary Guarantor, respectively, of any kind or character (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to Senior Indebtedness to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) may be made by the Company or such Subsidiary Guarantor, respectively, on account of the principal of, premium, if any, or interest (including Additional Interest) on or any amounts payable with respect to, or the purchase, redemption or other acquisition of, the Notes or such Subsidiary Guarantee, respectively, for the period specified hereinbelow (the "Payment Blockage Period").

The Payment Blockage Period will commence upon the receipt of written notice of a Non-payment Default by the Trustee from the representatives of holders of Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and will end on the earlier to occur of the following events:

(a) 179 days shall have elapsed since the receipt of such notice of a Non-payment Default (provided that such Designated Senior Indebtedness shall not theretofore have been accelerated)

(b) such default is cured or waived or ceases to exist or such Designated Senior Indebtedness is discharged or

(c) such Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the representatives of holders of Designated Senior Indebtedness initiating such Payment Blockage Period.

After the end of any Payment Blockage Period, the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Notwithstanding anything in this Article Fourteen or the Notes to the contrary,

(i) in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice initiating such Payment Blockage Period,

(ii) there shall be a period of at least 186 consecutive days in each 365-day period when no Payment Blockage Period is in effect, and

(iii) not more than one Payment Blockage Period with respect to the Notes may be commenced within any period of 365 consecutive days.

A Non-payment Default with respect to Designated Senior Indebtedness that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall not give rise to the commencement of a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such Non-payment Default has been cured or waived for a period of not less than 90 consecutive days and subsequently recurs.

SECTION 1404. ACCELERATION OF THE NOTES

The Company, the Subsidiary Guarantors and the Trustee shall promptly notify holders of Senior Indebtedness of the issuance by the Trustee or the receipt of an acceleration notice following an Event of Default, whereupon the Trustee shall promptly notify the holders of Designated Senior Indebtedness of such acceleration notice, provided that failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness as provided in this Article Fourteen.

SECTION 1405. WHEN DISTRIBUTION MUST BE PAID OVER

In the event that the Trustee or any Holder receives any payment of any principal of, (premium, if any) or interest (including any Additional Interest) on the Notes or the Subsidiary Guarantees, in violation of this Article Fourteen, such payment shall be held by the Trustee or such Holder, in trust for the benefit of and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness as their interests may appear or their representative under the New Credit Facility, indenture or any other agreement pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article Fourteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Fourteen, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

SECTION 1406. NOTICE BY THE COMPANY AND SUBSIDIARY GUARANTORS

SECTION 1407. SUBROGATION

SECTION 1408. RELATIVE RIGHTS

This Article Fourteen defines the relative rights of Holders and holders of Senior Indebtedness. Nothing in this in this Indenture shall:

(a) impair, as between the Company, the Subsidiary Guarantors and Holders, the obligation of the Company and the Subsidiary Guarantors, which are absolute and unconditional, to pay principal of (premium, if any) and interest (including any Additional Interest) on the Notes in accordance with their terms;

(b) affect the relative rights of Holders and creditors of the Company and Subsidiary Guarantors other than their rights in relation to holders of Senior Indebtedness; or

(c) prevent the Trustee or any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders.

If the Company or the Subsidiary Guarantors fail because of this Article Fourteen to pay principal of (premium, if any) or interest (including any Additional Interest) on a Note on the due date, the failure shall nonetheless constitute a Default or Event of Default.

SECTION 1409. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY AND SUBSIDIARY GUARANTORS

No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the

Company, the Subsidiary Guarantors or any Holder or by the failure of the Company, the Subsidiary Guarantors or any Holder to comply with this Indenture.

SECTION 1410. DISTRIBUTION OR NOTICE TO REPRESENTATIVE

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their representative.

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

SECTION 1411. RIGHTS OF TRUSTEE AND PAYING AGENT

Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office prior to the date of such payment written notice of facts that would cause the payment of any obligations with respect to the Notes to violate this Article Fourteen. Nothing in this Article Fourteen shall impair the claims of, or payments to, the Trustee under or pursuant to Section 606 hereof.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a Representative of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a Representative of any such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article Fourteen, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such Person to receive such payment.

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

SECTION 1412. AUTHORIZATION TO EFFECT SUBORDINATION

Each Holder of a Note by the Holder's acceptance thereof authorizes and directs the Trustee on the Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Fourteen, and appoints the Trustee to act as the Holder's attorney-in- fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in
Section 504 hereof at least 30 days before the expiration of the time to file such claim, the agents of the lenders under the New Credit Facility are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

SECTION 1413. MODIFICATION OF TERMS OF SENIOR INDEBTEDNESS.

Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including without limitation the waiver of default thereunder, may be made or done all without notice to or assent from the holders of the Notes or the Trustee.

No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action (including any sale, exchange or release of property pledged, mortgaged or otherwise securing Senior Indebtedness or the release of any person liable in any manner for the collection of Senior Indebtedness) (collectively, an "Action") in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such Action is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article Thirteen or of the Notes relating to the subordination hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

ISLE OF CAPRI CASINOS, INC.

By:___________________________________________________
Name:
Title:

STATE STREET BANK AND TRUST COMPANY, as Trustee

By:___________________________________________________
Name:
Title:

RIVERBOAT CORPORATION OF MISSISSIPPI

By:___________________________________________________
Name:
Title:

RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG

By:___________________________________________________
Name:
Title:

RIVERBOAT SERVICES, INC.

By:___________________________________________________
Name:
Title:

CSNO, INC.

By:___________________________________________________
Name:
Title:

LOUISIANA RIVERBOAT GAMING PARTNERSHIP

By:___________________________________________________
Name:
Title:

ST. CHARLES GAMING COMPANY, INC.

By:___________________________________________________
Name:
Title:

LRG HOTELS, L.L.C.

By:___________________________________________________
Name:
Title:

GRAND PALAIS RIVERBOAT, INC.

By:___________________________________________________
Name:
Title:

LRGP HOLDINGS, INC.

By:___________________________________________________
Name:
Title:

PPI, INC.

By:___________________________________________________
Name:
Title:

ISLE OF CAPRI CASINO COLORADO, INC.

By:___________________________________________________
Name:
Title:

ISLE OF CAPRI CASINO-TUNICA, INC.

By:___________________________________________________
Name:
Title:

IOC-COAHOMA, INC.

By:___________________________________________________
Name:
Title:

ISLE OF CAPRI HOTELS-BOSSIER CITY, L.L.C.

By:___________________________________________________
Name:
Title:

Form of Transfer Restricted Note

Form of Exchange Note

Form of Senior Subordinated

Subsidiary Guarantee

EXHIBIT 4.10

Registration Rights Agreement

Dated as of April 23, 1999

among

Isle of Capri Casinos, Inc.,

the Subsidiary Guarantors listed on the Signature pages hereof

and

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Wasserstein Perella Securities, Inc.

CIBC Oppenheimer Corp.

and

Jefferies & Company, Inc.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and entered into this 23rd day of April, 1999, among Isle of Capri Casinos, Inc. (formerly Casino America, Inc.), a Delaware corporation (the "Company"), Riverboat Corporation of Mississippi, a Mississippi corporation ("RCM"), Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation ("RCM- Vicksburg"), Riverboat Services, Inc., an Iowa corporation ("RSI"), CSNO, Inc., a Louisiana corporation ("CSNO"), Louisiana Riverboat Gaming Partnership, a Louisiana general partnership ("LRGP"), St. Charles Gaming Company, Inc., a Louisiana corporation ("SCGC"), LRG Hotels, L.L.C., a Louisiana limited liability company ("LRGH"), Grand Palais Riverboat, Inc., a Louisiana corporation ("GPRI"), LRGP Holdings, Inc., a Louisiana corporation ("LRGP Holdings"), PPI, Inc., a Florida corporation ("PPI"), Isle of Capri Casino Colorado, Inc., a Colorado corporation ("Isle Colorado"), Isle of Capri Casino- Tunica, Inc., a Mississippi corporation ("Isle-Tunica"), Isle of Capri Hotels- Bossier City, L.L.C., a Louisiana limited liability company ("Isle Bossier Hotel") and IOC-Coahoma, Inc., a Mississippi corporation ("IOC - Coahoma" and together with RCM, RCM-Vicksburg, RSI, CSNO, LRGP, SCGC, LRGH, GPRI, LRGP Holdings, PPI, Isle Colorado, Isle-Tunica and Isle Bossier Hotel, the "Subsidiary Guarantors"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Wasserstein Perella Securities, Inc. ("Wasserstein Perella"), CIBC Oppenheimer Corp. and Jefferies & Company, Inc. (collectively, the "Initial Purchasers").

This Agreement is made pursuant to the Purchase Agreement, dated April 20, 1999 among the Company, the Subsidiary Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $390,000,000 in principal amount of the Company's 8 3/4% Senior Subordinated Notes due 2009, Series A (the "Notes"), which are guaranteed by the Subsidiary Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

Restricted Notes is required hereunder, Transfer Restricted Notes held by the Company and other obligors on the Notes or any Affiliate (as defined in the Indenture) of the Company or any Subsidiary Guarantor shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount.

expenses of the Trustee (including the reasonable fees and disbursements of its counsel), and any escrow agent or custodian, and (viii) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Company and the Subsidiary Guarantors in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer Restricted Notes by a Holder. Notwithstanding the foregoing, except as specifically provided above, the Company and the Subsidiary Guarantors shall not be responsible for the fees and expenses of the Initial Purchasers in connection with the Exchange Offer, or the fees and expenses of counsel to the Initial Purchasers in connection therewith.

In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall additionally:
(a) utilize the services of the Depositary for the Exchange Offer;

(b) permit Holders to withdraw tendered Transfer Restricted Notes at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter

setting forth the name of such Holder, the principal amount of Transfer Restricted Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder's election to have such Notes exchanged;

(c) notify each Holder that any Transfer Restricted Notes not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and

(d) otherwise comply in all respects with all applicable laws relating to the Exchange Offer.

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Notes acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Subsidiary Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Notes in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Notes (the "Private Exchange Notes") and shall be guaranteed by the Subsidiary Guarantors.

The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification and shall provide that the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Notes shall be subject to such transfer restrictions. The Exchange Notes, the Private Exchange Notes and the Notes shall vote and consent together on all matters as one class and none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter. The Private Exchange Notes shall be of the same series as, and the Company shall use all commercially reasonable efforts to have the Private Exchange Notes bear the same CUSIP number as, the Exchange Notes. The Company and the Subsidiary Guarantors shall not have any liability under this Agreement solely as a result of such Private Exchange Notes not bearing the same CUSIP number as the Exchange Notes.

As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Subsidiary Guarantors shall:

(i) accept for exchange all Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto;

(ii) accept for exchange all Notes properly tendered pursuant to the Private Exchange;

(iii) deliver to the Trustee for cancellation all Transfer Restricted Notes so accepted for exchange; and

(iv) cause the Trustee promptly to authenticate and deliver Exchange Notes or Private Exchange Notes, as the case may be, to each Holder of Transfer Restricted Notes so accepted for exchange in a principal amount equal to the principal amount of the Transfer Restricted Notes of such Holder so accepted for exchange.

Interest on each Exchange Security and Private Exchange Security, including Additional Interest, will accrue from the last date on which interest was paid on the Transfer Restricted Notes surrendered in exchange therefor or, if no interest has been paid on the Transfer Restricted Notes, from the Closing Date. The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Transfer Restricted Notes in the Exchange Offer.

(i) the Company or any Subsidiary Guarantor is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy,

(ii) for any other reason the Exchange Offer is not consummated within 150 days after the Closing Date,

(iii) any Holder notifies the Company within 30 days following the date upon which the Exchange Offer Registration Statement is declared effective that

(1) such Holder is not entitled to participate in the Exchange Offer,

(2) such Holder may not resell or otherwise transfer the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate for such resales by such Holder, or

(3) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, or

(iv) the holders of a majority in aggregate principal amount of the Transfer Restricted Notes are not eligible to participate in the Exchange Offer and to receive Exchange Notes that they may resell to the public without volume restrictions under the 1933 Act and without similar restrictions under applicable blue sky or state securities laws,

then in case of each of clauses (i) through (iv) the Company and the Subsidiary Guarantors shall, at their cost:

(a) use their best efforts to file with the SEC on or prior to the 60th day after such filing obligation arises and thereafter shall use their best efforts to cause to be declared effective no later than 120 days after such filing obligation arises, a Shelf Registration Statement relating to the offer and sale of the Transfer

Restricted Notes by the Holders from time to time in accordance with the methods of distribution elected by the Holders of a majority in aggregate principal amount of Transfer Restricted Notes participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that, if the obligation to file the Shelf Registration Statement arises because the Exchange Offer has not been consummated within 150 days after the Closing Date, the Company and Subsidiary Guarantors shall use their best efforts to file the Shelf Registration Statement on or prior to the 181st day following the Closing Date,

(b) use their best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended (including through a post-effective amendment on Form S-3 if the Company is eligible to use such Form) in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Transfer Restricted Notes (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall, upon written request to the Company, be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein, and

(c) notwithstanding any other provisions hereof, use their best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.

The Company and the Subsidiary Guarantors shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration Statement. The Company and the Subsidiary Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Transfer Restricted Notes pursuant to the Shelf Registration Statement.

(a) The Company and the Subsidiary Guarantors will be deemed not to have used their best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if either the Company or any Subsidiary Guarantor voluntarily takes any action that would, or omits to take any action which omission would, result in any such Registration Statement not being declared effective, or in the Holders of Transfer Restricted Notes covered thereby not being able to exchange or offer and sell such Transfer Restricted Notes during that period as and to the extent contemplated hereby, unless such action is required by applicable law, in each case other than under the circumstances described in paragraphs 3(e)(iii), (iv), (v) or (vi) below.

(b) An Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Transfer Restricted Notes pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will not be effective during the period of such interference, until the offering of Transfer Restricted Notes pursuant to such Registration Statement may legally resume.

(a) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 75th calendar day following the Closing Date, or a Shelf Registration Statement is not filed with the SEC prior to the dates specified for such filing in Section 2.2 hereof;

(b) the Exchange Offer Registration Statement has not been declared effective by the SEC under the 1933 Act on or prior to the 120th calendar day following the Closing Date, or a Shelf Registration Statement is not declared effective by the SEC under the 1933 Act on or prior to the 120th day after such filing obligation arises,

(c) the Exchange Offer is not consummated within 150 days following the Closing Date,

(d) a Shelf Registration Statement is declared effective but thereafter, during the period for which the Company and the Subsidiary Guarantors are required to maintain the effectiveness of such Shelf Registration Statement, it ceases to be effective or usable in connection with the resale of the Notes covered by such Shelf Registration Statement, or

(e) the Exchange Offer Registration Statement is declared effective, but thereafter, during the Broker Prospectus Period, it ceases to be effective (or the Company or any Subsidiary Guarantor restricts the use of the prospectus included therein) (each such event referred to in these clauses (a) through (e) above, a "Registration Default"),

then, the interest rate borne by the Transfer Restricted Notes shall be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) while a Registration Default is continuing immediately following the occurrence of such Registration Default, which rate will increase by an additional one quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default is continuing until all Registration Defaults have been cured, provided that the maximum aggregate increase in the interest rate on the Transfer Restricted Notes will in no event exceed one percent (1.00%) per annum (the "Additional Interest"). Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate on the Transfer Restricted Notes will revert to the original rate. Notwithstanding the foregoing, any Registration Default specified in clause (a), (b) or (c) of this Section that relates to the Exchange Offer Registration Statement or the Exchange Offer shall be deemed cured at such time as the Shelf Registration Statement is declared effective by the SEC, or earlier upon the cure of the Registration Default described therein.

If the Shelf Registration Statement is unusable by the Holders whose Transfer Restricted Notes are covered thereby for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the aggregate, then the interest rate borne by such Holders' Notes will be increased by one- quarter of one percent (0.25%) per annum for the first 90-day period (or portion thereof) beginning on the 31st day in any consecutive twelve-month period that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period (or portion thereof) in any consecutive twelve-month period during which the Shelf Registration Statement is unusable, provided that the maximum aggregate increase in the interest rate on such Holder's Notes will in no event exceed one percent (1.00%) per annum. Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon any such Shelf Registration Statement once again becoming usable, the interest rate borne by the Notes will be reduced to the original interest rate if no other Registration Default shall be continuing at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable.

The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any Additional Interest due shall be payable on each interest payment date to the Holder of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

In connection with the obligations of the Company and the Subsidiary Guarantors with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company and the Subsidiary Guarantors shall:

(a) prepare and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Transfer Restricted Notes by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the 1933 Act;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof (including sales by any Participating Broker-Dealer);

(c) in the case of a Shelf Registration, (i) notify each Holder of Transfer Restricted Notes to be covered thereby, at least five business days prior to filing, that a Shelf Registration Statement with respect to such Transfer Restricted Notes is being filed and advising such Holders that the distribution of such Transfer Restricted Notes will be made in accordance with the method selected by a majority in aggregate principal amount of the Holders of Transfer Restricted Notes participating in the Shelf Registration; (ii) furnish to each Holder of Transfer Restricted Notes to be covered thereby and to each underwriter of an underwritten offering of Transfer Restricted Notes, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Transfer Restricted Notes; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Transfer Restricted Notes in connection with the offering and sale of the Transfer Restricted Notes covered by the Prospectus or any amendment or supplement thereto;

(d) use their best efforts to register or qualify the Transfer Restricted Notes under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Transfer Restricted Notes covered by a Registration Statement and each underwriter of an underwritten offering of Transfer Restricted Notes shall reasonably request by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and

underwriter to consummate the disposition in each such jurisdiction of such Transfer Restricted Notes owned by such Holder; provided, however, that the Company and the Subsidiary Guarantors shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where they would not otherwise be required to qualify but for this Section 3(d), or (ii) take any action which would subject them to general service of process or taxation in any such jurisdiction where they are not then so subject;

(e) notify promptly each Holder of Transfer Restricted Notes under a Shelf Registration or any Participating Broker-Dealer who has notified the Company that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements to a Registration Statement have become effective,
(ii) of any request by the SEC or any state securities authority for post- effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Transfer Restricted Notes covered thereby, the representations and warranties of the Company and the Subsidiary Guarantors contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Transfer Restricted Notes or the Exchange Notes, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Company that a post-effective amendment to such Registration Statement would be appropriate;

(f) in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution" which section shall be in customary form, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds Transfer Restricted Notes acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes to be received by such broker- dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Notes for Transfer Restricted Notes pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Notes, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge,

as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Notes covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision:

"If the exchange offeree is a broker-dealer holding Transfer Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Notes received in respect of such Transfer Restricted Notes pursuant to the Exchange Offer;" and

(y) a statement to the effect that by a broker-dealer's making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Transfer Restricted Notes, the broker- dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act;

(g) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment;

(h) in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted Notes, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested);

(i) in the case of a Shelf Registration, cooperate with the selling Holders of Transfer Restricted Notes to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Notes to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Notes to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Transfer Restricted Notes;

(j) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use their best efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Transfer Restricted Notes or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of

the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company and the Subsidiary Guarantors agree promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request;

(k) in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Company and the Subsidiary Guarantors as shall be reasonably requested by the Holders of Transfer Restricted Notes, or the Initial Purchasers on behalf of such Holders, available for discussion of such document;

(l) obtain a CUSIP number for all Exchange Notes, Private Exchange Notes or Transfer Restricted Notes, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Notes, Private Exchange Notes or the Transfer Restricted Notes, as the case may be, in a form eligible for deposit with the Depositary;

(m) (i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Notes or Transfer Restricted Notes, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use their best efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(n) in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Transfer Restricted Notes and if so requested by the holders of such Transfer Restricted Notes and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:

(i) make such representations and warranties to the Holders of such Transfer Restricted Notes and the underwriters, if any, as the Company and the Subsidiary Guarantors are able to make, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them;

(ii) in connection with an underwritten registration, obtain opinions of counsel to the Company and the Subsidiary Guarantors and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Transfer Restricted Notes being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in

sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(iii) in connection with an underwritten registration, obtain "cold comfort" letters and updates thereof from the Company's and the Subsidiary Guarantor's independent certified public accountants (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of Transfer Restricted Notes (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings;

(iv) enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Transfer Restricted Notes, which agreement shall be in form, substance and scope customary for similar offerings;

(v) if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in
Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and

(vi) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Transfer Restricted Notes being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Shelf Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder;

(o) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by representatives of the Holders of the Transfer Restricted Notes, any underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any counsel or accountant retained by any of the foregoing, all non-confidential financial and other records, pertinent corporate documents and properties of the Company or any Subsidiary Guarantor reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Company and the Subsidiary Guarantors to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and

make such representatives of the Company and the Subsidiary Guarantors available for discussion of such documents as shall be reasonably requested by such persons;

(i) If so requested by the Initial Purchasers, in the case of an Exchange Offer Registration Statement, a reasonable time prior to filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and to counsel to the Holders of Transfer Restricted Notes; and

(ii) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such documents to the Initial Purchasers, if so requested, to the Holders of Transfer Restricted Notes to be covered thereby, to counsel for such Holders designated by them and to the underwriter or underwriters of an underwritten offering of such Transfer Restricted Notes, if any, make such changes in any such document prior to the filing thereof relating to such Holders or such Transfer Restricted Notes as the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the holders of a majority in aggregate principal amount of Transfer Restricted Notes covered by such Shelf Registration Statement, counsel for such Holders of the Transfer Restricted Notes covered by such Shelf Registration Statement, or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders of Transfer Restricted Notes covered by such Shelf Registration Statement, counsel to such Holders or Transfer Restricted Notes or any underwriter shall reasonably object, and make the representatives of the Company and the Subsidiary Guarantors available for discussion of such document as shall be reasonably requested by such Holders of Transfer Restricted Notes, the counsel for such Holders of Transfer Restricted Notes or any underwriter;

(p) in the case of a Shelf Registration, use their best efforts to cause all Transfer Restricted Notes to be listed on any securities exchange on which similar debt securities issued by the Company and the Subsidiary Guarantors are then listed if requested by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities covered by such Shelf Registration Statement, or if requested by the underwriter or underwriters of an underwritten offering of Transfer Restricted Notes, if any;

(q) in the case of a Shelf Registration, use their best efforts to cause the Transfer Restricted Notes to be rated by the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted Notes covered by such Shelf Registration Statement, or if requested by the underwriter or underwriters of an underwritten offering of Transfer Restricted Notes, if any;

(r) otherwise comply with all applicable rules and regulations of the SEC and make available to their security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; and

(s) cooperate and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD).

In the case of a Shelf Registration Statement, the Company and the Subsidiary Guarantors may (as a condition to such Holder's participation in the Shelf Registration) require each Holder of Transfer Restricted Notes to furnish to the Company and Subsidiary Guarantors such information regarding the Holder and the proposed distribution by such Holder of such Transfer Restricted Notes as the Company and Subsidiary Guarantors may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Company or any Subsidiary Guarantor of the happening of any event or the discovery of any facts, each of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Notes pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if so directed by the Company and Subsidiary Guarantors, such Holder will deliver to the Company and Subsidiary Guarantors (at its expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Notes current at the time of receipt of such notice.

If any of the Transfer Restricted Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Transfer Restricted Notes to be included in such offering and shall be acceptable to the Company and Subsidiary Guarantors. No Holder of Transfer Restricted Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Notes on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(a) The Company and the Subsidiary Guarantors agree to indemnify and hold harmless the Initial Purchasers and each of their affiliates and any other Person under common control with the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Notes or Transfer Restricted Notes were registered under the

1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company and the Subsidiary Guarantors; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); and provided, further, that the indemnity agreement contained in this subsection
(a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned, to the extent that a prospectus relating to such Notes was required to be delivered by such Holder or Participating Broker-Dealer under the 1933 Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the sale of such Notes to such person, a copy of such prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker- Dealer.

(b) Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, the Subsidiary Guarantors, the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company, any Subsidiary Guarantor, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf

Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company and the Subsidiary Guarantors by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Transfer Restricted Notes pursuant to such Shelf Registration Statement.

(c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company and the Subsidiary Guarantors, on the one hand, and the Holders and the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative fault of the Company and the Subsidiary Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Subsidiary Guarantors, the Holders or the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Subsidiary Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company or any Subsidiary Guarantor, and each Person, if any, who controls the Company or any Subsidiary Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company and the Subsidiary Guarantors. The Initial Purchasers' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Notes set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ISLE OF CAPRI CASINOS, INC.

By:_________________________________
Name:
Title:

RIVERBOAT CORPORATION OF
MISSISSIPPI

By:_________________________________
Name:
Title:

RIVERBOAT CORPORATION OF
MISSISSIPPI-VICKSBURG

By:_________________________________
Name:
Title:

RIVERBOAT SERVICES, INC.

By:_________________________________
Name:
Title:

CSNO, INC.

By:_________________________________
Name:
Title:

LOUISIANA RIVERBOAT GAMING
PARTNERSHIP

By:_________________________________
Name:
Title:

ST. CHARLES GAMING COMPANY, INC.

BY:_________________________________
Name:
Title:

LRG HOTELS. L.L.C

By:________________________________
Name:
Title

GRAND PALAIS RIVERBOAT, INC.

BY:_________________________________
Name:
Title:

LRGP HOLDINGS, INC.

By:_________________________________
Name:
Title:

PPI, INC.

By:_________________________________
Name:
Title:

ISLE OF CAPRI CASINO COLORADO, INC.

By:_________________________________
Name:
Title:

ISLE OF CAPRI CASINO-TUNICA, INC.

By:________________________________
Name:
Title:

IOC-COAHOMA, INC.

By:________________________________
Name:
Title:

ISLE OF CAPRI HOTELS-BOSSIER CITY,
L.L.C.

By:________________________________
Name:
Title:

Confirmed and accepted as
of the date first above
written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
WASSERSTEIN PERELLA SECURITIES, INC.
CIBC OPPENHEIMER CORP.
JEFFERIES & COMPANY, INC.

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:______________________
Name:
Title:

BY: WASSERSTEIN PERELLA SECURITIES, INC.

By:______________________
Name:
Title: