STATION CASINOS, INC. -------------------- $199,900,000 8 7/8% Senior Subordinated Notes Due 2008 -------------------- INDENTURE Dated as of December 3, 1998 -------------------- FIRST UNION NATIONAL BANK TRUSTEE TABLE OF CONTENTS

STATION CASINOS, INC.

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$199,900,000

8 7/8% Senior Subordinated Notes Due 2008

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INDENTURE

Dated as of December 3, 1998

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

FIRST UNION NATIONAL BANK

TRUSTEE

TABLE OF CONTENTS

PAGE
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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . 1

Section 1.01. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions. . . . . . . . . . . . . . . . . . . . . . . 13
Section 1.03. Incorporation by Reference of Trust Indenture Act. . . . . . . 14
Section 1.04. Rules of Construction. . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 2. THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Section 2.01. Form and Dating. . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.02. Execution and Authentication.. . . . . . . . . . . . . . . . . 17
Section 2.03. Registrar; Paying Agent; Depository; Note Custodian. . . . . . 17
Section 2.04. Paying Agent to Hold Money in Trust. . . . . . . . . . . . . . 18
Section 2.05. Noteholder Lists . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.06. Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . 19
Section 2.07. Replacement Notes. . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.08. Outstanding Notes. . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.09. Treasury Notes . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.10. Temporary Notes. . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.13. CUSIP Number . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.14. Exchange Registration. . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 3. REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.02. Selection of Notes to Be Redeemed. . . . . . . . . . . . . . . 29
Section 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . 30
Section 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . . 30
Section 3.05. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . 31
Section 3.06. Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . 31
Section 3.07. Mandatory Disposition Pursuant to Gaming Laws. . . . . . . . . 31

ARTICLE 4. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 4.01. Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.02. SEC Reports, Financial Reports . . . . . . . . . . . . . . . . 32
Section 4.03. Compliance Certificate . . . . . . . . . . . . . . . . . . . . 32
Section 4.04. Stay, Extension and Usury Laws . . . . . . . . . . . . . . . . 33
Section 4.05. Restricted Payments and Restricted Investments . . . . . . . . 33
Section 4.06. Limitation on Indebtedness . . . . . . . . . . . . . . . . . . 35
Section 4.07. Limitation on Capital Stock of Restricted Subsidiaries . . . . 36

Section 4.08. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . 36
Section 4.09. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 4.10. Investment Company Act . . . . . . . . . . . . . . . . . . . . 37
Section 4.11. Limitation on Transactions with Affiliates . . . . . . . . . . 37
Section 4.12. Change of Control and Rating Decline . . . . . . . . . . . . . 38
Section 4.13. Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries. . . . . . . . . . . . . . . 39
Section 4.14. Restriction on Layering Debt . . . . . . . . . . . . . . . . . 40

ARTICLE 5. SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 5.01. When Company May Merge, etc. . . . . . . . . . . . . . . . . . 40
Section 5.02. Successor Corporation Substituted. . . . . . . . . . . . . . . 41

ARTICLE 6. DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . 41

Section 6.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 41
Section 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 6.04. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 44
Section 6.05. Control by Majority. . . . . . . . . . . . . . . . . . . . . . 44
Section 6.06. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . 44
Section 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . . 44
Section 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . 45
Section 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . 45
Section 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 6.11. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 7. TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Section 7.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.02. Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . 47
Section 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . 47
Section 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . 47
Section 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . 48
Section 7.06. Reports by Trustee to Holders. . . . . . . . . . . . . . . . . 48
Section 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . 48
Section 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . 49
Section 7.09. Successor Trustee by Xxxxxx, etc.. . . . . . . . . . . . . . . 50
Section 7.10. Eligibility; Disqualification. . . . . . . . . . . . . . . . . 50
Section 7.11. Preferential Collection of Claims Against Company. . . . . . . 50

ARTICLE 8. DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . 50

Section 8.01. Termination of Company's Obligations . . . . . . . . . . . . . 50
Section 8.02. Application of Trust Money . . . . . . . . . . . . . . . . . . 51
Section 8.03. Repayment to Company . . . . . . . . . . . . . . . . . . . . . 51
Section 8.04. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE 9. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Section 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . 52
Section 9.02. With Consent of Holders. . . . . . . . . . . . . . . . . . . . 52
Section 9.03. Compliance with Trust Indenture Act. . . . . . . . . . . . . . 53
Section 9.04. Revocation and Effect of Consents. . . . . . . . . . . . . . . 53
Section 9.05. Notation on or Exchange of Notes . . . . . . . . . . . . . . . 53
Section 9.06. Trustee Protected. . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE 10. SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . 54

Section 10.01. Notes Subordinated to Senior Indebtedness. . . . . . . . . . . 54
Section 10.02. Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . 54
Section 10.03. Default on Senior Indebtedness . . . . . . . . . . . . . . . . 55
Section 10.04. When Distribution Must Be Paid Over. . . . . . . . . . . . . . 56
Section 10.05. Notice by Company. . . . . . . . . . . . . . . . . . . . . . . 56
Section 10.06. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 10.07. Relative Rights. . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.08. Subordination May Not Be Impaired by Company . . . . . . . . . 57
Section 10.09. Distribution or Notice to Representatives. . . . . . . . . . . 57
Section 10.10. Rights of Trustee and Paying Agent . . . . . . . . . . . . . . 57
Section 10.11. Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice. . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.12. Application by Trustee of Monies Deposited With It . . . . . . 58
Section 10.13. Trustee's Compensation Not Prejudiced. . . . . . . . . . . . . 58
Section 10.14. Officers' Certificate. . . . . . . . . . . . . . . . . . . . . 58
Section 10.15. Certain Payments . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.16. Names of Representatives . . . . . . . . . . . . . . . . . . . 59
Section 10.17. Article 10 Not To Prevent Events of Default or Limit
Right To Accelerate. . . . . . . . . . . . . . . . . . . . . . 59
Section 10.18. Reliance by Holders of Senior Indebtedness on
Subordination Provisions . . . . . . . . . . . . . . . . . . . 59
Section 10.19. Proof of Claim . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 10.20. No Fiduciary Duty Created to Holders of Senior
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 11. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . 60
Section 11.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 11.03. Communication by Holders with Other Holders. . . . . . . . . . 60
Section 11.04. Certificate and Opinion as to Conditions Precedent . . . . . . 61
Section 11.05. Statements Required in Certificate or Opinion. . . . . . . . . 61
Section 11.06. Rules by Trustee and Agents. . . . . . . . . . . . . . . . . . 61
Section 11.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 11.08. No Recourse Against Others . . . . . . . . . . . . . . . . . . 62
Section 11.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 62

iii

Section 11.10. Variable Provisions. . . . . . . . . . . . . . . . . . . . . . 62
Section 11.11. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 11.12. No Adverse Interpretation of Other Agreements. . . . . . . . . 63
Section 11.13. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 11.14. Severability . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 11.15. Qualification of Indenture . . . . . . . . . . . . . . . . . . 63
Section 11.16. Table of Contents, Headings, etc.. . . . . . . . . . . . . . . 63
SIGNATURES

Exhibit A-1 Form of Note
Exhibit A-2 Form of Regulation S Temporary Note
Exhibit B-1 Form of Certificate for Exchange or Registration of Transfer of Rule
144A Global Note to Regulation S Global Note
Exhibit B-2 Form of Certificate for Exchange or Registration of Transfer From
Regulation S Global Note to Rule 144A Global Note
Exhibit B-3 Form of Certificate for Exchange or Registration of Transfer of
Certificated Notes
Exhibit B-4 Form of Certificate for Exchange or Registration of Transfer From
Rule 144A Global Note or Regulation S Permanent Global Note to Certificated Note
Exhibit B-5 Form of Certificate for Exchange or Registration of Transfer From
Certificated Note to Rule 144A Global Note or Regulation S Permanent Global Note

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section Indenture Section
--------------- -----------------

310(a)(1). . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2). . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4). . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . 11.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1). . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2). . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . 7.06; 11.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . . . 4.02; 11.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1). . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2). . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3). . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a) (last sentence) . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2). . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . 6.07
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2). . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . 11.01

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

N.A. means not applicable.

INDENTURE dated as of December 3, 1998 among STATION CASINOS, INC.,
a Nevada corporation (the "Company") and FIRST UNION NATIONAL BANK, a
national banking association, as Trustee (the "Trustee").

Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Company's 8 7/8%
Series A Senior Subordinated Notes due 2008 (the "Series A Notes") and the
Company's 8 7/8% Series B Senior Subordinated Notes due 2008 (the "Series B
Notes" and, together with the Series A Notes, the "Notes").

ARTICLE 1.
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. DEFINITIONS.

"AFFILIATE" of any specified person means any other person (i)
which directly or indirectly through one or more intermediaries controls, or
is controlled by, or is under common control with, such specified person,
(ii) which directly or indirectly through one or more intermediaries
beneficially owns or holds 10% or more of any class of the Voting Stock of
such specified person (or a 10% or greater equity interest in such person
which is not a corporation) or (iii) of which 10% or more of any class of the
Voting Stock (or, in the case of a person which is not a corporation, 10% or
more of the equity interest) is beneficially owned or held directly or
indirectly through one or more intermediaries by such person. The term
"control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or otherwise.

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

"AGENT MEMBERS" means any member of, or participant in, the
Depository.

"AMORTIZATION EXPENSE" means, for any period, amounts recognized
during such period as amortization of all goodwill and other assets
classified as intangible assets in accordance with GAAP.

"APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of beneficial interests in a Global Note, the rules and procedures
of the Depository that are applicable to such transfer or exchange

"AVERAGE LIFE" means, as of the date of determination, with
reference to any Indebtedness, the quotient obtained by dividing (i) the sum
of the products of the number of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness
multiplied by the amount of such principal payment by (ii) the sum of all
such principal payments.

"BANK FACILITY" means the Second Amended and Restated Reducing
Revolving and Term Loan Agreement dated as of November 6, 1998 by and among
PSHC, BSI, TSI, SSI,

KCSC, SCRSI, Bank of Scotland and Societe Generale, as co-agents, Bank of
America National Trust and Savings Association, as managing agent and certain
lenders named therein, as amended, modified or refinanced from time to time,
provided that the managing agent for the lenders under such refinancing is a
banking institution with over $500 million in assets and subject to
supervision and examination by federal or state banking authorities.

"BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of
the Company.

"BSI" means Boulder Station, Inc.

"BUSINESS DAY" means any day other than a Legal Holiday.

"CAPITAL LEASE OBLIGATIONS" of a person means any obligation that
is required to be classified and accounted for as a capital lease on the face
of a balance sheet of such person prepared in accordance with GAAP; the
amount of such obligation shall be the capitalized amount thereof, determined
in accordance with GAAP; the stated maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without
payment of a penalty; and such obligation shall be deemed secured by a Lien
on any property or assets to which such lease relates.

"CAPITAL STOCK" means, with respect to any person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents (including partnerships or partnership interests), or
ownership interests (however designated) of such person, including each class
of common stock and preferred stock of such person, but excluding convertible
Indebtedness.

"CERTIFICATED NOTES" means Notes that are in the form of the Notes
attached hereto as Exhibit A-1, that do not include the information called
for by footnotes 1 and 2 thereof.

"CHANGE OF CONTROL" means an event or series of events by which
(i) the Company sells, conveys, transfers or leases, directly or indirectly,
all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries to any person, corporation, entity or group, (ii) any
"person" (as such term is used in Section 13(d) and 14(d) of the Exchange
Act) (other than the Existing 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 shall be deemed to have "beneficial ownership" of all shares
that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly of securities representing 40% or more of the combined voting
power of the Company's Voting Stock and at such time as the Existing Equity
Holders together shall fail to beneficially own, directly or indirectly,
securities representing at least the same percentage of the combined voting
power of the Company's Voting Stock as is "beneficially owned" by such
"person," (iii) the Company consolidates with or merges into another
corporation, or any corporation consolidates with or merges into the Company,
in either event 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 transactions between the Company and its
wholly-owned Restricted Subsidiaries, with the effect that any "person"
(other than the Existing Equity Holders)

becomes the "beneficial owner," directly or indirectly, of securities
representing 40% or more of the combined voting power of the Company's Voting
Stock and at such time as the Existing Equity Holders together shall fail to
beneficially own, directly or indirectly, securities representing at least
the same percentage of the combined voting power of the Company's Voting
Stock as is "beneficially owned" by such "person," (iv) during any period of
24 consecutive months, individuals who at the beginning of such period
constituted the Company's Board of Directors (together with any new or
replacement directors whose election by the Company's Board of Directors, or
whose nomination for election by the Company's stockholders, 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 or (v) the Company
shall, as a result of any transaction or series of transactions, cease to own
all of the outstanding Capital Stock of, or all or substantially all of the
assets of, PSHC, BSI, SCRSI, SGSI and SWSI; PROVIDED, HOWEVER, that no Change
of Control shall be deemed to occur if the Company sells, in one transaction
or a series of transactions, stock or assets of such Subsidiaries having an
aggregate book value, determined in accordance with GAAP and net of related
debt, which is less than 5% of the aggregate book value of the net assets of
the Company and its consolidated Restricted Subsidiaries, determined in
accordance with GAAP.

"CHANGE OF CONTROL TRIGGERING EVENT" is defined as the occurrence
of both (i) a Change of Control and (ii) a Rating Decline.

"COMPANY" means the person named as such above until a successor
replaces it in accordance with Article 5 and thereafter means the successor.

"COMPLETION GUARANTEE AND KEEP-WELL AGREEMENT" means (i) the
guarantee by the Company or a Restricted Subsidiary of the completion of the
development, construction and opening of a new gaming facility by an
Affiliate of the Company, (ii) the agreement by the Company or a Restricted
Subsidiary to advance funds, property or services on behalf of an Affiliate
of the Company in order to maintain the financial condition of such Affiliate
in connection with the development, construction and opening of a new gaming
facility by such Affiliate and (iii) performance bonds incurred in the
ordinary course of business; provided that, in the case of clauses (i) and
(ii) above, such guarantee or agreement is entered into in connection with
obtaining financing for such gaming facility or is required by a Gaming
Authority.

"CONSOLIDATED COVERAGE RATIO" means, for any period, for any
person, the ratio of the aggregate amount of Operating Cash Flow of such
person for such period to the aggregate amount of Consolidated Interest
Expense of such person for such period.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of a person and its consolidated Restricted Subsidiaries
including (i) interest expense attributable to Capital Lease Obligations,
(ii) amortization of debt discount, (iii) capitalized interest, (iv) cash and
noncash interest payments, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs under Interest Rate Protection Agreements
(including amortization of discount) and (vii) interest expense in respect of
obligations of other persons deemed to be Indebtedness of the Company or its
Restricted Subsidiaries under clause (v) or (vi) of the definition of
Indebtedness.

"CONSOLIDATED NET INCOME" means, for any period, the net income of
a person and its consolidated Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP; PROVIDED, HOWEVER, that there
shall not be included in such Consolidated Net Income: (i) any net income
(loss) of any person if such person is not a Restricted Subsidiary, except
that (A) the Company's equity in the net income of any such person
(including, without limitation, an Unrestricted Subsidiary) for such period
shall be included in such Consolidated Net Income up to the aggregate amount
of cash actually distributed by such person during such period to the Company
or a Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to a Restricted Subsidiary, to
the limitations contained in clause (iii) below); and (B) the Company's
equity in the net loss of any such person for such period shall be included
in determining such Consolidated Net Income (subject, with respect to the net
loss of an Unrestricted Subsidiary, to clause (vi) below); (ii) any net
income (loss) of any person acquired by the Company or a Restricted
Subsidiary in a pooling of interests transaction for any period prior to the
date of such acquisition; (iii) any net income (loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly
or indirectly, on the payment of dividends or the making of distributions by
such Restricted Subsidiary, directly or indirectly, to the Company, except
that (A) the Company's equity in the net income of any such Restricted
Subsidiary for such period shall be included in such Consolidated Net Income
up to the aggregate amount of cash which could have been distributed by such
Restricted Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to another Restricted Subsidiary, to the
limitation contained in this clause) unless at the time of computation no
cash would be permitted to be distributed and (B) the Company's equity in the
net loss of any such Restricted Subsidiary for such period shall be included
in determining such Consolidated Net Income; (iv) any gain or loss realized
upon the sale or other disposition of any property, plant or equipment of the
Company or its consolidated Restricted Subsidiaries which is not sold or
otherwise disposed of in the ordinary course of business and any gain or loss
realized upon the sale or other disposition of any Capital Stock of any
person; (v) the cumulative effect of a change in accounting principles; and
(vi) the net loss of any Unrestricted Subsidiary.

"CONSOLIDATED NET WORTH" of any person means the total of the
amounts shown on the balance sheet of such person and its consolidated
Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP, as of any date selected by the Company not more than 90 days prior
to the taking of any action for the purpose of which the determination is
being made (and adjusted for any material events since such date), as (i) the
par or stated value of all outstanding Capital Stock plus (ii) paid-in
capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or earned surplus, less (A) any accumulated deficit, (B)
any amounts attributable to Redeemable Stock and (C) any amounts attributable
to Exchangeable Stock.

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

"DEPOSITORY" means, with respect to the Notes issuable or issued
in whole or in part in global form, the person specified in Section 2.03
hereof as the Depository with respect to the Notes, until a successor shall
have been appointed and become such Depository pursuant to

the applicable provision of this Indenture, and, thereafter, "Depository"
shall mean or include such successor.

"DESIGNATED SENIOR INDEBTEDNESS" shall mean each issue of Senior
Indebtedness that (i) has an outstanding principal amount of at least
$25,000,000 (including the amount of all reimbursement obligations pursuant
to letters of credit thereunder and the maximum principal amount available to
be drawn thereunder, assuming in the case of the Bank Facility that all
conditions precedent to any such drawing could be satisfied) and (ii) has
been designated as Designated Senior Indebtedness pursuant to an Officers'
Certificate of the Company received by the Trustee.

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

"EXCHANGE OFFER" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange Series B Notes for
Series A Notes.

"EXCHANGEABLE STOCK" means any Capital Stock of a corporation that
is exchangeable or convertible into another security (other than into Capital
Stock of such corporation that is neither Exchangeable Stock or Redeemable
Stock).

"EXISTING EQUITY HOLDERS" means Xxxxx X. Xxxxxxxx XXX, Xxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxxxxx and
Xxxxx X Xxxxxxx and the Former Equity Holder and their executors,
administrators or the legal representatives of their estates, their heirs,
distributees and beneficiaries, any trust as to which any of the foregoing is
a settlor or co-settlor and any corporation, partnership or other entity
which is an Affiliate of any of the foregoing. Existing Equity Holders shall
also mean any lineal descendants of such persons, but only to the extent that
the beneficial ownership of the Voting Stock held by such lineal descendants
was directly received (by gift, trust or sale) from any such person.

"EXISTING INDEBTEDNESS" means the following: (i) Note payable to
GE Capital Corp., amended and restated as of May 31, 1995 in the original
principal amount of approximately $16 million and (ii) Note payable to CIT
Group Financing, dated as of October 21, 1994 in the original principal
amount of approximately $10 million.

"EXISTING SENIOR SUBORDINATED NOTES" means the $198,000,000
10 1/8% Senior Subordinated Notes of the Company due 2006 and the $150,000,000
9 3/4% Senior Subordinated Notes of the Company due 2007.

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

"FORMER EQUITY HOLDER" means Xxxxx X. Xxxxxxxx, Xx.

"GAAP" means generally accepted accounting principles as in effect
in the United States on the date of this Indenture.

"GAMING AUTHORITY" means the Nevada Gaming Commission, the Nevada
Gaming Control Board or any agency of any state, county, city or other
political subdivision which has, or may at any time after the date of the
Indenture have, jurisdiction over all or any portion of the gaming activities
of the Company or any of its Subsidiaries or any successor to such authority.

"GAMING CONTROL ACT" means the Nevada Gaming Control Act, as from
time to time amended, or any successor provision of law, and the regulations
promulgated thereunder.

"GAMING LICENSE" of any person means every license, franchise or
other authorization on the date of the Indenture or thereafter required to
own, lease, operate or otherwise conduct the gaming operations of such
person, including, without limitation, all such licenses granted under the
Gaming Control Act, as from time to time amended, or any successor provision
at law, the regulations of Gaming Authorities and other applicable laws.

"GLOBAL NOTES" means, individually and collectively, the
Regulation S Temporary Global Note, the Regulation S Permanent Global Note
and the Rule 144A Global Note.

"GOVERNMENTAL AUTHORITY" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of any city or other political subdivision or otherwise and
whether now or hereafter in existence, or any officer or official thereof.

"GVSI" means Green Valley Station, Inc.

"GVV" means Green Valley Ventures.

"HOLDER" or "NOTEHOLDER" means a person in whose name a Note is
registered on the register maintained by the Registrar.

"INDEBTEDNESS" of any person means, without duplication, (i) the
principal of and premium (if any) in respect of (A) indebtedness of such
person for money borrowed and (B) indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
person is responsible or liable; (ii) all Capital Lease Obligations of such
person; (iii) all obligations of such person issued or assumed as the
deferred purchase price of property, assets or services, all conditional sale
obligations and all obligations under any title retention agreement (but
excluding operating leases and trade accounts payable arising in the ordinary
course of business); (iv) all obligations of such person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such person
to the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the third
Business Day following receipt by such person of a demand for reimbursement
following payment on the letter of credit); (v) all obligations of the type
referred to in clauses (i) through (iv) of other persons and all dividends of
other persons for the payment of which, in either case, such person is
responsible or liable as obligor, guarantor or

otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) of other persons secured by any Lien on any property or asset of
such person (whether or not such obligation is assumed by such person), the
amount of such obligation being deemed to be the lesser of the value of such
property or asset or the amount of the obligation so secured.

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

"INTEREST RATE PROTECTION AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

"INVESTMENT GRADE" designates a rating of BBB- or higher by S&P or
Baa3 or higher by Xxxxx'x or the equivalent of such ratings by S&P or
Moody's. In the event that the Company shall select any other Rating Agency,
the equivalent of such ratings by such Rating Agency shall be used.

"KCSC" means Kansas City Station Corporation.

"LEGAL REQUIREMENTS" means, with respect to any project, all laws,
statutes and ordinances (including building codes and zoning and
environmental laws, regulations and ordinances), and all rules, orders,
rulings, regulations, directives and requirements of all Governmental
Authorities, which are now or which may hereafter be in existence, and which
are applicable to the Company or any Affiliate thereof in connection with the
construction or development of any project or the operation of its business,
or any part thereof, including, without limitation, the Gaming Control Act,
as modified by any variances, special use permits, waivers, exceptions or
other exemptions which may from time to time be applicable to the Company or
any Affiliate thereof.

"LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of
such asset (including any agreement to give any security interest). For all
purposes under this Indenture, a person shall be deemed to own subject to a
Lien any asset that it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease
Obligation or other title retention agreement (other than operating leases)
relating to such asset.

"LIQUIDATED DAMAGES" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

"MOODY'S" means Xxxxx'x Investors Service, Inc. and its successors.

"NET PROCEEDS" means, with respect to any issuance, sale or
contribution in respect of Capital Stock, the aggregate proceeds of such
issuance, sale or contribution, including the fair market value (as
determined by the Board of Directors and net of any associated debt) of
property other than cash, received by the Company, net of attorneys' fees,
accountants' fees, underwriters' fees, placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or

payable as a result thereof; PROVIDED, HOWEVER, that if such fair market
value as determined by the Board of Directors of property other than cash is
greater than $15 million, the determination of fair market value thereof
shall be based upon an opinion from an independent nationally recognized firm
experienced in the appraisal of similar types of transactions.

"NOTE CUSTODIAN" means the person specified in Section 2.03, as
custodian with respect to the Global Notes, or any successor entity thereto.

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

"OFFICERS' CERTIFICATE" means a certificate signed by any two
Officers, one of whom must be the Chairman of the Board, the President, the
Treasurer or a Vice President of the Company.

"OPERATING CASH FLOW" means, for any period, for any person, the
aggregate amount of Consolidated Net Income of such person before
Consolidated Interest Expense, income taxes, depreciation expense,
Amortization Expense and any noncash amortization of debt issuance cost.
Notwithstanding the foregoing, the Consolidated Interest Expense, income
taxes, depreciation expense, Amortization Expense and any noncash
amortization of debt issuance cost of a subsidiary of a person shall be added
to Consolidated Net Income to compute Operating Cash Flow in the same
proportion that the net income of such subsidiary was included in calculating
the Consolidated Net Income of such person.

"OPINION OF COUNSEL" means a written opinion from legal counsel
who is reasonably acceptable to the Trustee. Unless otherwise required by
the Trustee, the counsel may be an employee of or counsel to the Company or
the Trustee.

"PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary (i) issued in exchange for, or the
proceeds from the issuance and sale or disbursement of which are used to
substantially concurrently repay, redeem, refund, refinance, discharge or
otherwise retire for value, in whole or in part (collectively, "repay"), or
(ii) constituting an amendment, modification or supplement to, or a deferral
or renewal of (collectively, an "amendment"), any Indebtedness of the Company
or a Restricted Subsidiary (and any penalties, fees and expenses actually
incurred by the Company or such Restricted Subsidiary in connection with the
repayment or amendment thereof) existing immediately after the original
issuance of the Series A Notes or incurred pursuant to clauses (iii), (vi),
(vii) and (viii) (subject to proviso (C) below) of Section 4.06, in a
principal amount (or, if such Permitted Refinancing Indebtedness provides for
an amount less than the principal amount thereof to be due and payable upon
the acceleration thereof, with an original issue price) not in excess of
(1) the principal amount of the Indebtedness so refinanced (or, if such
Permitted Refinancing Indebtedness refinances Indebtedness under an agreement
providing a commitment for subsequent borrowings, with a maximum commitment
not to exceed the maximum commitment under such agreement) plus (2) unpaid
accrued interest on such Indebtedness plus (3) penalties, fees and expenses
actually incurred by the Company or such Restricted Subsidiary, as the case
may be, in connection with the repayment or amendment thereof; provided that
(A) Permitted

Refinancing Indebtedness of the Company that repays or constitutes an
amendment to Subordinated Indebtedness shall not have an Average Life less
than the Indebtedness to be so refinanced at the time of such incurrence, and
shall contain subordination and default provisions no less favorable in any
material respect to the Holders than those contained in such repaid or
amended Indebtedness, (B) notwithstanding the foregoing, any Permitted
Refinancing Indebtedness incurred to repay all of the Notes then outstanding
shall not be limited in principal amount or otherwise if the Company,
contemporaneously with such issuance, irrevocably deposits with the Trustee
or Paying Agent an amount of the proceeds of such Permitted Refinancing
Indebtedness sufficient to redeem or repay each installment of the
outstanding principal amount of the Notes on, and all interest accrued to,
the date fixed for such repayment, together with irrevocable instructions to
redeem and repay the Notes on the stated redemption date and (C) to the
extent that Permitted Refinancing Indebtedness includes Indebtedness incurred
in connection with the refinancing of the Bank Facility (whether or not such
Indebtedness is existing on or after the date of the Indenture) and the
managing agent for the lenders under such refinancing Indebtedness is a
person other than a banking institution with over $500 million in assets and
subject to supervision and examination by federal or state banking
authorities, the provisions of clause (viii) of Section 4.06 shall terminate
and be of no further force and effect with respect to such refinancing
Indebtedness.

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

"PRINCIPAL" of any Indebtedness means the principal amount thereof
plus the premium, if any, thereon.

"PSHC" means Palace Station Hotel & Casino, Inc.

"QUALIFIED NON-RECOURSE DEBT" means Indebtedness (i) as to which
neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or
instrument that would constitute Indebtedness), (b) is directly or indirectly
liable (as a guarantor or otherwise), or (c) constitutes the lender; and
(ii) no default with respect to which (including any rights that the holders
thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of the Company or any of its Restricted Subsidiaries
to declare a default on such other Indebtedness or cause the payment thereof
to be accelerated or payable prior to its stated maturity; and (iii) as to
which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries, other than by a pledge by the Company or a Restricted
Subsidiary of the stock of an Unrestricted Subsidiary; PROVIDED, HOWEVER,
that the Company or any of its Restricted Subsidiaries may (x) execute a
Completion Guarantee and Keep-Well Agreement for an Unrestricted Subsidiary
whose sole purpose is to develop, construct and operate a new gaming facility
or (y) make a loan to an Unrestricted Subsidiary if such loan is permitted
under Section 4.05 at the time of the incurrence of such loan, and such
actions referred to in the foregoing clauses (x) and (y) shall not constitute
Indebtedness which is not Qualified Non-Recourse Debt.

"RATING AGENCIES" means (i) S&P and (ii) Xxxxx'x or (iii) if S&P
or Xxxxx'x or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may
be, selected by the Company, which shall be substituted for S&P or Xxxxx'x or
both, as the case may be.

"RATING CATEGORY" means (i) with respect to S&P, any of the
following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories); and (ii) with respect to Xxxxx'x, any of the following
categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories);
and (iii) the equivalent of any such category of S&P or Xxxxx'x used by
another Rating Agency. In determining whether the rating of the Notes has
decreased by one or more gradation, gradations within Rating Categories
(+ and - for S&P; 1, 2 and 3 for Xxxxx'x; or the equivalent gradations for
another Rating Agency) shall be taken into account (e.g., with respect to
S&P, a decline in a rating from BB+ to BB, as well as from BB- to B+, will
constitute a decrease of one gradation).

"RATING DATE" means the date which is 90 days prior to the earlier
of (i) a Change of Control or (ii) public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of
Control.

"RATING DECLINE" shall be deemed to occur if, within 90 days of
public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies): (a) in
the event the Notes are rated by either Rating Agency on the Rating Date as
Investment Grade the rating of the Notes by both Rating Agencies shall be
below Investment Grade, or (b) in the event the Notes are rated below
Investment Grade by both Rating Agencies on the Rating Date, the rating of
the Notes by either Rating Agency shall be decreased by one or more
gradations (including gradations within Rating Categories as well as between
Rating Categories).

"REDEEMABLE STOCK" means any Capital Stock that by its terms or
otherwise (other than in consideration of Capital Stock that is not
Redeemable Stock) is, or upon the happening of an event would be, required to
be redeemed or repurchased, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or
in part, at any time prior to the first anniversary of the stated maturity of
the Notes.

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of December 3, 1998, by and among the Company and the
other party named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time.

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

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

"REGULATION S PERMANENT GLOBAL NOTE" means a permanent global note
that contains the paragraph referred to in footnote 1 and the additional
schedule referred to in footnote

2 to the form of the Note attached hereto as Exhibit A-1, and that is
deposited with and registered in the name of the Depository, representing the
Notes sold in reliance on Regulation S.

"REGULATION S TEMPORARY GLOBAL NOTE" means a single temporary
global note in the form of the Note attached hereto as Exhibit A-2 that is
deposited with and registered in the name of the Depository, representing
Notes sold in reliance on Regulation S.

"RELATED PERSON" of any person means (i) (A) if such person is a
corporation, any person who is a director, officer or employee (x) of such
person, (y) of any subsidiary of such person or (z) of any Affiliate of such
person or (B) if such person is an individual, any immediate family member or
lineal descendent of such person or spouse of such immediate family member or
of such lineal descendant, or (ii) any Affiliate of any person included in
clause (i) and any person who is a director, officer or employee of such
Affiliate.

"REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative, if any, for an issue of Senior Indebtedness.

"RESTRICTED SUBSIDIARY" of a person means any subsidiary of the
referent person that is not an Unrestricted Subsidiary.

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

"RULE 144A GLOBAL NOTE" means a permanent global note that
contains the paragraph referred to in footnote 1 and the additional schedule
referred to in footnote 2 to the form of the Note attached hereto as
Exhibit A-1, and that is deposited with and registered in the name of the
Depository.

"S&P" means Standard & Poor's Corporation and its successors.

"SCRSI" means St. Xxxxxxx Riverfront Station, Inc.

"SEC" means the Securities and Exchange Commission.

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

"SENIOR INDEBTEDNESS" means (x) all obligations of the Company now
or hereafter existing to pay the principal of, and interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization to the extent a claim for post-filing interest is allowed in
such proceedings) on, any Indebtedness (other than Capital Lease Obligations)
of the Company, whether outstanding on the date of the Indenture or
thereafter created, incurred, assumed, guaranteed or in effect guaranteed by
the Company, (y) Indebtedness of the Company represented by Capital Lease
Obligations if the instrument creating or evidencing the same expressly
provides that such Indebtedness shall be senior in right of payment to the
Notes and (z) Indebtedness of the Company with respect to Interest Rate
Protection Agreements. Notwithstanding the foregoing, Senior Indebtedness
shall not include (a) any Indebtedness, if the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness shall not be senior in right of payment to the Notes,
(b) in the case of each Note, the other Notes, (c) the Existing Senior

Subordinated Notes, (d) Indebtedness of the Company to, or guaranteed on
behalf of, an Affiliate of the Company (other than a Restricted Subsidiary),
(e) Indebtedness to trade creditors incurred or assumed in the ordinary
course of business in connection with obtaining goods, materials or services,
(f) Indebtedness represented by Exchangeable Stock or Redeemable Stock,
(g) any liability for federal, state, local or other taxes owed or owing by
the Company, (h) Indebtedness incurred in violation of Section 4.06 hereof
and (i) any Indebtedness which is, by its express terms, subordinated in
right of payment to any other Indebtedness of the Company.

"SGSI" means Southwest Gaming Services, Inc.

"SSI" means Sunset Station, Inc.

"SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Company
(whether outstanding on the date hereof or hereafter incurred) which is
subordinate or junior in right of payment to the Notes.

"SUBSIDIARY" of a person means any corporation, association,
partnership, limited liability company or other business entity of which 50%
or more of the Voting Stock is at the time of determination owned or
controlled, directly or indirectly, by such person or by one or more of the
other subsidiaries of that person (or a combination thereof); provided that
with respect to any such corporation, association, partnership, limited
liability company or other business entity of which no more than 50% of the
total Voting Stock is so owned or controlled, then such corporation,
association, partnership, limited liability company or other business entity
shall not be deemed to be a subsidiary of such person unless such person has
the power to direct the policies or management of such corporation,
association, partnership, limited liability company or other business entity.

"SUBSIDIARY" means any subsidiary of the Company.

"SWSI" means Southwest Services, Inc.

"THE

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
first qualified under the TIA, except as provided in Section 9.03.

"TRANSFER RESTRICTED SECURITY" means a security that bears or is
required to bear the legend set forth in Section 2.06(g) hereof.

"TRUSTEE" means the person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture,
and thereafter means the successor.

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

"TSI" means Texas Station, Inc.

"UNRESTRICTED SUBSIDIARY" means any Subsidiary (other than PSHC,
BSI, SCRSI, KCSC, TSI, SGSI and SWSI or any successor to any of them) that at
the time of determination shall be designated by the Board of Directors of
the Company as an Unrestricted Subsidiary of the Company by a Board
Resolution and any Subsidiary of an Unrestricted Subsidiary, but only to the
extent and so long as such Subsidiary (and any Subsidiary of such
Subsidiary): (a) has no Indebtedness other than Qualified Non-Recourse Debt;
(b) is a person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any direct or indirect obligation (x) to
subscribe for additional equity interests or (y) to maintain or preserve such
person's financial condition or to cause such person to achieve any specified
levels of operating results; and (c) has not guaranteed or otherwise directly
or indirectly provided credit support for any Indebtedness of the Company or
any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if
such Subsidiary has assets greater than $1,000, that such designation would
be permitted under Section 4.05; provided, further, however, that the Company
or any of its Restricted Subsidiaries may execute a Completion Guarantee and
Keep-Well Agreement for an Unrestricted Subsidiary whose sole purpose is to
develop, construct and operate a new gaming facility, and the execution and
performance (if such performance is permitted under Section 4.05 and
Section 4.06) of such Completion Guarantee and Keep-Well Agreement shall not
prevent a Subsidiary from becoming or remaining an Unrestricted Subsidiary.
Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying
that such designation complied with the foregoing conditions and was
permitted by Section 4.05. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing requirements as an Unrestricted Subsidiary,
it shall thereafter cease to be an Unrestricted Subsidiary for purposes of
the Indenture and any Indebtedness of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of the Company as of such date (and, if
such Indebtedness is not permitted to be incurred as of such date under
Section 4.06, the Company shall be in Default of such section). The Board of
Directors of the Company may at any time designate any Unrestricted
Subsidiary to be 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 under Section 4.06, and (ii) no Default or
Event of Default would be in existence following such designation.

"VOTING STOCK" means any class of Capital Stock of any person then
outstanding normally entitled (without regard to the occurrence of any
contingency) to vote in the elections of directors, managers, managing
partners or trustees.

Section 1.02. OTHER DEFINITIONS.

Defined in
Term section
---- ----------

"Accredited Investor" 2.01
"Bankruptcy Law" 6.01
"Custodian" 6.01
"DTC" 2.03

"Event of Default" 6.01
"Legal Holiday" 11.07
"Paying Agent" 2.03
"Payment Blockage Period" 10.03
"QIB" 2.01
"Registrar" 2.03
"Repurchase Date" 4.12
"Repurchase Offer" 4.12
"Repurchase Price" 4.12
"Restricted Investment" 4.05
"Restricted Payment" 4.05
"U.S. Government Obligations" 8.01

Section 1.03. 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 Holder of a Note;

"INDENTURE TO BE QUALIFIED" means this Indenture;

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;

"OBLIGOR" on the Notes means the Company and any other obligor
upon 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 and not otherwise defined herein have the meanings assigned to them
therein.

Section 1.04. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions.

ARTICLE 2.
THE NOTES

Section 2.01. FORM AND DATING.

The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-1, which is part of this Indenture.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage which do not amend or conflict with the terms of the
Notes. Each Note shall be dated the date of its authentication. The Notes
will be unsecured general obligations of the Company. The aggregate
principal amount of the Series A Notes shall be no greater than $199,900,000;
if the Series B Notes are issued, the aggregate principal amount of the
Series A Notes then outstanding shall be reduced by the aggregate principal
amount of the Series B Notes so issued. The Notes shall be issued in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. The Company shall deliver to the Trustee a printed form
of Note.

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.

(a) RULE 144A GLOBAL NOTES. Notes offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued initially in the form of
Rule 144A Global Notes, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Depository at its New York office,
and registered in the name of the Depository or a nominee of the Depository,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Rule 144A Global Notes may
from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depository or its nominee as hereinafter
provided.

(b) REGULATION S GLOBAL NOTES. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the
Regulation S Temporary Global Note, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, at its New York
office, as custodian for the Depository, and registered in the name of the
Depository or the nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The "40-day restricted
period" (as defined in Regulation S) shall be terminated upon the receipt by
the Trustee of (i) a written certificate from the Depository certifying that
it has received certification of non-United States beneficial ownership of
100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein pursuant to another exemption from registration under the
Securities Act and who will take

delivery of a beneficial ownership interest in a Rule 144A Global Note, all
as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers'
Certificate from the Company. Following the termination of the 40-day
restricted period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall
cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

(c) GLOBAL NOTES IN GENERAL. Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Notes
from time to time endorsed thereon and that the aggregate amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or
decrease in the amount of outstanding Notes represented thereby shall be made
by the Trustee or the Note Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

Except as set forth in Section 2.06 hereof, the Global Notes may
be transferred, in whole and not in part, only to another nominee of the
Depository or to a successor of the Depository or its nominee.

(d) BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply only
to Rule 144A Global Notes and the Regulation S Permanent Global Notes
deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d) and Section 2.02, authenticate and deliver the
Global Notes that (i) shall be registered in the name of the Depository or
the nominee of the Depository and (ii) shall be delivered by the Trustee to
the Depository or pursuant to the Depository's instructions or held by the
Trustee as custodian for the Depository.

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

(e) CERTIFICATED NOTES. Notes issued to accredited investors as
defined in Rule 501(a)(1), (2), (3), (4) or (7) under the Securities Act
("Accredited Investors") who are not QIBs

and other Notes not issued as interests in the Global Notes will be issued in
certificated form substantially in the form of Exhibit A-1 attached hereto
(but without including the text referred to in footnotes 1 and 2 thereto).

Section 2.02. EXECUTION AND AUTHENTICATION.

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

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

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

The Trustee shall authenticate the Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes upon a
written order of the Company signed by two Officers. The aggregate principal
amount of Notes outstanding at any time may not exceed that amount except as
provided in Section 2.07.

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

Section 2.03. REGISTRAR; PAYING AGENT; DEPOSITORY; NOTE CUSTODIAN.

The Company shall maintain in the county where the principal
corporate office of the Trustee is located and in such other locations as it
shall determine (i) an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar") and (ii) an office or
agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent, Registrar or
co-registrar upon thirty (30) days' notice to the Trustee. The Company shall
notify the Trustee of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any
of its Subsidiaries may act as Paying Agent, Registrar or co-registrar.

The Company shall, if the Notes are listed on the New York Stock
Exchange, designate as authenticating agent, co-registrar and Paying Agent
with respect to the Notes a bank or trust company in good standing, organized
under the laws of the United States of America or any State, doing business
in or having a correspondent relationship with a bank or trust company doing
business in the Borough of Manhattan, City of New York, State of New York,
and having a capital and surplus (including subordinated capital notes and
earned surplus) aggregating at

least $10,000,000 (except with respect to Article 8, in which case the Paying
Agent (if other than the Trustee) shall have a capital and surplus (including
subordinated capital notes and earned surplus) aggregating at least
$100,000,000). Whenever, pursuant to this Indenture, the Trustee is
obligated, empowered or authorized to perform any act with respect to the
authentication and issuance of the Notes, or their transfer, other than the
authentication and issuance of Notes upon original issue or in cases of Notes
mutilated, destroyed, lost or stolen, such act may be performed by the
authenticating agent and co-registrar, notwithstanding anything in this
Indenture to the contrary. Whenever, pursuant to this Indenture, the Trustee
is obligated, empowered or authorized to perform any act with respect to
payment of the principal of (and premium, if any) or interest on the Notes,
such acts may be performed by the Paying Agent, notwithstanding anything in
this Indenture to the contrary.

The Company covenants that whenever necessary to avoid or fill a
vacancy in the office of authenticating agent, co-registrar and Paying Agent,
the Company will appoint a successor authenticating agent, co-registrar and
Paying Agent so that there shall, at all times that the Notes are listed for
trading on the New York Stock Exchange, be one or more offices or agencies in
the Borough of Manhattan, City of New York, State of New York, acceptable to
the New York Stock Exchange, where Notes may be presented or surrendered for
payment and where Notes may be surrendered for registration of transfer or
exchange.

In case, at the time of the appointment of a successor to the
authenticating agent, any of the Notes shall have been authenticated but not
delivered, any such successor may adopt the certificate of authentication of
the original authenticating agent or of any successor to it as authenticating
agent hereunder, and deliver such Notes so authenticated; and in case at any
time any of the Notes shall not have been authenticated, any successor to the
authenticating agent by merger or consolidation may authenticate such
securities either in the name of its predecessor hereunder or in the name of
the successor authenticating agent; and in all such cases such certificate
shall have the full force which it is anywhere in the Notes or in this
Indenture provided that the certificate of authentication shall have.

The Company initially appoints The Depository Trust Company
("DTC") to act as Depository with respect to the Global Notes. The Company
initially appoints the Trustee to act as the Registrar and Paying Agent and
to act as Note Custodian with respect to the Global Notes. The Company
initially appoints the Trustee to act as the Registrar and Paying Agent with
respect to the Certificated Notes.

Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit
of Noteholders or the Trustee all money held by the Paying Agent for the
payment of principal, interest or Liquidated Damages, if any, on the Notes
(whether such money has been paid to it by the Company or any other obligor
on the Notes), and will notify the Trustee of any default by the Company (or
any other obligor on the Notes) in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a subsidiary) shall
have no further

liability for the money. If the Company or a subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of the
Noteholders all money held by it as Paying Agent.

Section 2.05. 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 Noteholders. If the Trustee is not the Registrar, the Company and any
other obligor shall furnish to the Trustee on or before each interest payment
date and at such other times as the Trustee may request in writing, but in
any event at least semi-annually, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Noteholders.

Section 2.06. TRANSFER AND EXCHANGE.

(a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture and the procedures
of the Depository therefor, which shall include restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Beneficial interests in a Global Note may be transferred to persons who
take delivery thereof in the form of a beneficial interest in the same type
of Global Note in accordance with the transfer restrictions set forth in the
legend in subsection (g) of this Section 2.06. Transfers of beneficial
interests in the Global Notes to persons required to take delivery thereof in
the form of an interest in another type of Global Note shall be permitted as
follows:

(i) RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE.
If, at any time, an owner of a beneficial interest in a Rule 144A Global
Note deposited with the Depository (or the Note Custodian) wishes to
transfer its interest in such Rule 144A Global Note to a person who is
required or permitted to take delivery thereof in the form of an
interest in a Regulation S Global Note, such owner shall, subject to the
Applicable Procedures, exchange or cause the exchange of such interest
for an equivalent beneficial interest in a Regulation S Global Note as
provided in this Section 2.06(a)(i). Upon receipt by the Trustee of (1)
instructions given in accordance with the Applicable Procedures from an
Agent Member directing the Trustee to credit or cause to be credited a
beneficial interest in the Regulation S Global Note in an amount equal
to the beneficial interest in the Rule 144A Global Note to be exchanged,
(2) a written order given in accordance with the Applicable Procedures
containing information regarding the participant account of the
Depository to be credited with such increase and (3) a certificate in
the form of Exhibit B-1 hereto given by the owner of such beneficial
interest stating that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Global Notes
and pursuant to and in accordance with Rule 903 or Rule 904 of
Regulation S, then the Trustee, as Registrar, shall instruct the
Depository to reduce or cause to be reduced the aggregate principal
amount at maturity of the applicable Rule 144A Global Note and to
increase or cause to be increased the aggregate principal amount at
maturity of the applicable Regulation S Global Note by the principal
amount at maturity of the beneficial interest in the Rule 144A Global
Note to be exchanged, to credit or cause to be credited to the account
of the person specified in such

instructions a beneficial interest in the Regulation S Global Note equal
to the reduction in the aggregate principal amount at maturity of the
Rule 144A Global Note, and to debit, or cause to be debited, from the
account of the person making such exchange or transfer the beneficial
interest in the Rule 144A Global Note that is being exchanged or
transferred.

(ii) REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE.
If, at any time, an owner of a beneficial interest in a Regulation S
Global Note deposited with the Depository (or the Note Custodian) wishes
to transfer its interest in such Regulation S Global Note to a person
who is required or permitted to take delivery thereof in the form of an
interest in a Rule 144A Global Note, such owner shall, subject to the
Applicable Procedures, exchange or cause the exchange of such interest
for an equivalent beneficial interest in a Rule 144A Global Note as
provided in this Section 2.06(a)(ii). Upon receipt by the Trustee of
(1) written instructions from the Depository, directing the Trustee, as
Registrar, to credit or cause to be credited a beneficial interest in
the Rule 144A Global Note equal to the beneficial interest in the
Regulation S Global Note to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be
credited with such increase, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the
participant account of the Depository and (3) a certificate in the form
of Exhibit B-2 attached hereto given by the owner of such beneficial
interest stating (A) if the transfer is pursuant to Rule 144A, that the
person transferring such interest in a Regulation S Global Note
reasonably believes that the person acquiring such interest in a Rule
144A Global Note is a QIB and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A and any applicable
blue sky or securities laws of any state of the United States, (B) that
the transfer complies with the requirements of Rule 144 under the
Securities Act and any applicable blue sky or securities laws of any
state of the United States or (C) if the transfer is pursuant to any
other exemption from the registration requirements of the Securities
Act, that the transfer of such interest has been made in compliance with
the transfer restrictions applicable to the Global Notes and pursuant to
and in accordance with the requirements of the exemption claimed, such
statement to be supported by an Opinion of Counsel from the transferee
or the transferor in form reasonably acceptable to the Company and to
the Registrar, then the Trustee, as Registrar, shall instruct the
Depository to reduce or cause to be reduced the aggregate principal
amount at maturity of such Regulation S Global Note and to increase or
cause to be increased the aggregate principal amount at maturity of the
applicable Rule 144A Global Note by the principal amount at maturity of
the beneficial interest in the Regulation S Global Note to be exchanged,
and the Trustee, as Registrar, shall instruct the Depository,
concurrently with such reduction, to credit or cause to be credited to
the account of the person specified in such instructions a beneficial
interest in the applicable Rule 144A Global Note equal to the reduction
in the aggregate principal amount at maturity of such Regulation S
Global Note and to debit or cause to be debited from the account of the
person making such transfer the beneficial interest in the Regulation S
Global Note that is being transferred.

(b) TRANSFER AND EXCHANGE OF CERTIFICATED NOTES. When Certificated
Notes are presented by a Holder to the Registrar with a request:

(x) to register the transfer of the Certificated Notes; or

(y) to exchange such Certificated Notes for an equal
principal amount of Certificated Notes of other authorized
denominations,

the Registrar shall register the transfer or make the exchange as requested;
PROVIDED, HOWEVER, that the Certificated Notes presented or surrendered for
register of transfer or exchange:

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

(ii) in the case of a Certificated Note that is a Transfer
Restricted Security, such request shall be accompanied by the following
additional information and documents, as applicable:

(A) if such Transfer Restricted Security is being
delivered to the Registrar by a Holder for registration in the name
of such Holder, without transfer, or such Transfer Restricted
Security is being transferred to the Company, a certification to
that effect from such Holder (in substantially the form of Exhibit B-3
hereto);

(B) if such Transfer Restricted Security is being
transferred to a QIB in accordance with Rule 144A under the
Securities Act or pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act or pursuant to an
effective registration statement under the Securities Act, a
certification to that effect from such Holder (in substantially the
form of Exhibit B-3 hereto); or

(C) if such Transfer Restricted Security is being
transferred in reliance on any other exemption from the
registration requirements of the Securities Act (including Rule 904
thereunder), a certification to that effect from such Holder (in
substantially the form of Exhibit B-3 hereto) and an Opinion of
Counsel from such Holder or the transferee reasonably acceptable to
the Company and to the Registrar to the effect that such transfer
is in compliance with the Securities Act.

(c) TRANSFER OF A BENEFICIAL INTEREST IN A RULE 144A GLOBAL NOTE OR
REGULATION S PERMANENT GLOBAL NOTE FOR A CERTIFICATED NOTE.

(i) Any person having a beneficial interest in a Rule 144A
Global Note or Regulation S Permanent Global Note may upon request,
subject to the Applicable Procedures, exchange such beneficial interest
for a Certificated Note. Upon receipt by the Trustee of written
instructions or such other form of instructions as is customary for the
Depository, from the Depository or its nominee on behalf of any person
having a beneficial interest in a Rule 144A Global Note or Regulation S
Permanent Global Note, and, in the case of a beneficial interest in a
Transfer Restricted Security only, the following additional information
and documents (all of which may be submitted by facsimile):

(A) if such beneficial interest is being transferred
to the person designated by the Depository as being the beneficial
owner, a certification to that effect from such person (in
substantially the form of Exhibit B-4 hereto);

(B) if such beneficial interest is being transferred
to a QIB in accordance with Rule 144A under the Securities Act or
pursuant to an exemption from registration in accordance with Rule
144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act, a certification to
that effect from the transferor (in substantially the form of
Exhibit B-4 hereto); or

(C) if such beneficial interest is being transferred
in reliance on any other exemption from the registration
requirements of the Securities Act (including Rule 904 thereunder),
a certification to that effect from the transferor (in
substantially the form of Exhibit B-4 hereto) and an Opinion of
Counsel from the transferee or the transferor reasonably acceptable
to the Company and to the Registrar to the effect that such
transfer is in compliance with the Securities Act,

in which case the Trustee or the Note Custodian, at the direction of the
Trustee, shall, in accordance with the standing instructions and procedures
existing between the Depository and the Note Custodian, cause the aggregate
principal amount of Rule 144A Global Notes or Regulation S Permanent Global
Notes, as applicable, to be reduced accordingly and, following such
reduction, the Company shall execute and the Trustee shall authenticate and
deliver to the transferee a Certificated Note in the appropriate principal
amount.

(ii) Certificated Notes issued in exchange for a beneficial
interest in a Rule 144A Global Note or Regulation S Permanent Global
Note, as applicable, pursuant to this Section 2.06(c) shall be
registered in such names and in such authorized denominations as the
Depository, 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. Following any such issuance of Certificated
Notes, the Trustee, as Registrar, shall instruct the Depository to
reduce or cause to be reduced the aggregate principal amount at maturity
of the applicable Global Note to reflect the transfer.

(d) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES.
Notwithstanding any other provision of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.06), a Global Note
may not be transferred as a whole except by the Depository to a nominee of
the Depository, or by a nominee of the Depository to the Depository or
another nominee of the Depository, or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.

(e) TRANSFER AND EXCHANGE OF A CERTIFICATED NOTE FOR A
BENEFICIAL INTEREST IN A GLOBAL NOTE. Holders of Certificated Notes may
offer, resell, pledge or otherwise transfer such Notes only pursuant to an
effective registration statement under the Securities Act, inside the United
States to a QIB in a transaction meeting the requirements of Rule 144A, in a
transaction meeting the requirements of Rule 144 under the Securities Act,
outside the United States in a

transaction meeting the requirements of rule 904 under the Securities Act or
to the company, in each case in compliance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction.

When Certificated Notes are presented by a Holder to the Registrar
with a request (x) to register the transfer of the Certificated Notes or (y)
to exchange such Certificated Notes for an equal principal amount of
Certificated Notes of other authorized denominations, the registrar shall
register the transfer or make the exchange as requested if its requirements
for such transactions are met; PROVIDED, HOWEVER, that the Certificated Notes
presented or surrendered for register of transfer or exchange:

(i) shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the registrar duly
executed by such holder or by his attorney, duly authorized in writing,
which instructions, if applicable, shall direct the trustee (a) to
cancel any Certificated Note being exchanged for another Certificated
Note or a beneficial interest in a Global Note in accordance with
section 2.11 hereof, and (b) to make, or to direct the registrar to
make, an endorsement on the appropriate global note to reflect an
increase in the aggregate principal amount of the Notes represented by
such Global Note; and

(ii) such request shall be accompanied by the following
additional information and documents, as applicable:

(A) if such Certificated Note is being delivered to the
Registrar by a Holder for registration in the name of such holder,
without transfer, a certification to that effect from such Holder (in
substantially the form of Exhibit B-5 hereto); or

(B) if such Certificated Note is being transferred to a
QIB in accordance with Rule 144A, pursuant to Rule 144 under the
Securities Act or pursuant to an exemption from registration in
accordance with Rule 904 under the Securities Act or pursuant to an
effective registration statement under the Securities Act, a
certification to that effect from such Holder (in substantially the
form of Exhibit B-5 hereto).

(f) AUTHENTICATION OF CERTIFICATED NOTES IN ABSENCE OF DEPOSITORY.
If at any time:

(i) the Depository for the Notes notifies the Company that
the Depository is unwilling or unable to continue as Depository for the
Global Notes and a successor Depository for the Global Notes is not
appointed by the Company within 90 days after delivery of such notice; or

(ii) the Company delivers to the Trustee an Officers'
Certificate or an order signed by two Officers of the Company notifying the
Trustee that it elects to cause the issuance of Certificated Notes under
this Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof,
authenticate and deliver, Certificated Notes in an aggregate principal
amount equal to the principal amount of the Global Notes in exchange for
such Global Notes.

(g) LEGENDS.

(i) Except as permitted by the following paragraphs (ii),
(iii) and (iv), each Note certificate evidencing Global Notes and
Certificated Notes (and all Notes issued in exchange therefor or
substitution thereof) shall bear a legend in substantially the following
form (each a "Transfer Restricted Security"):

"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 (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 THE
COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (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 THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT

HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
(A) ABOVE."

(ii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a
Global Note) pursuant to Rule 144 under the Securities Act or pursuant
to an effective registration statement under the Securities Act:

(A) in the case of any Transfer Restricted Security
that is a Certificated Note, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a
Certificated Note that does not bear the legend set forth in (i)
above and rescind any restriction on the transfer of such Transfer
Restricted Security upon receipt of a certification from the
transferring Holder substantially in the form of Exhibit B-4
hereto; and

(B) in the case of any Transfer Restricted Security
represented by a Global Note, such Transfer Restricted Security
shall not be required to bear the legend set forth in (i) above,
but shall continue to be subject to the provisions of Section
2.06(a) and (b) hereof; PROVIDED, HOWEVER, that with respect to
any request for an exchange of a Transfer Restricted Security that
is represented by a Global Note for a Certificated Note that does
not bear the legend set forth in (i) above, which request is made
in reliance upon Rule 144, the Holder thereof shall certify in
writing to the Registrar that such request is being made pursuant
to Rule 144 (such certification to be substantially in the form of
Exhibit B-4 hereto).

(iii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a
Global Note) in reliance on any exemption from the registration
requirements of the Securities Act (other than exemptions pursuant to
Rule 144A or Rule 144 under the Securities Act) in which the Holder or
the transferee provides an Opinion of Counsel to the Company and the
Registrar in form and substance reasonably acceptable to the Company and
the Registrar (which Opinion of Counsel shall also state that the
transfer restrictions contained in the legend are no longer applicable):

(iv) Notwithstanding the foregoing, upon consummation of the
Exchange Offer in accordance with the Registration Rights Agreement, the
Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate Series
B Notes in exchange for Series A Notes accepted for exchange in the
Exchange Offer, which Series B Notes shall not bear the legend set forth in
(i) above, and the Registrar shall rescind any restriction on the transfer
of such Series B Notes, in each case unless the Holder of such Series A
Notes is either (A) a broker-dealer who purchased such Transfer Restricted
Security 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 Series A Notes or (C) a person who is an affiliate (as defined
in Rule 144 of the Securities Act) of the Company.

(h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes
shall be returned to or retained and cancelled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for an interest in another
Global Note or for Certificated Notes, redeemed, repurchased or cancelled,
the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by
the Trustee or the Note Custodian, at the direction of the Trustee, to
reflect such reduction.

(i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

(ii) No service charge shall be made to a Holder for any
registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes
or similar governmental charge payable upon exchange or transfer pursuant
to Sections 3.06, 4.12 and 9.05 hereof).

(iii) The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.

(iv) All 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.

(v) The Company shall not be required:

(A) to issue, to register the transfer of or to
exchange Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of
selection; or

(B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note
between a record date and the next succeeding interest payment date.

(vi) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and
treat the person in whose name any Note is registered as the absolute owner
of such Note for the purpose of receiving payment of principal of and
interest and Liquidated Damages, if any, on such Notes, and for all other
purposes whatsoever, 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
Global Notes in accordance with the provisions of Section 2.02 hereof.

The Registrar may rely on information set forth in a certificate
substantially in the form of Exhibit B-1, B-2, B-3, B-4 or B-5 hereto, and
other certificates and opinions received pursuant to this Section 2.06 and,
in the absence of receipt of such a certificate or opinion, shall not be
deemed to have knowledge of a transfer of an interest in a Global Security
absent actual knowledge of such transfer.

Section 2.07. REPLACEMENT NOTES.

If the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be provided
which is sufficient in the judgment of both to protect the Company, the
Trustee, any Agent or any authenticating agent from any loss which any of
them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company
and shall be entitled to the benefits of this Indenture.

Section 2.08. OUTSTANDING NOTES.

The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.

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

If Notes are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Subject to Section 2.09, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

Section 2.09. TREASURY NOTES.

In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes
owned by the Company or any other obligor or an Affiliate of the Company or
any other obligor shall be considered as though they are not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes
which the Trustee knows are so owned shall be so disregarded.
Notwithstanding the foregoing, Notes that are to be acquired by the Company
or an Affiliate of the Company pursuant to an exchange offer, tender offer or
other agreement shall not be deemed to be owned by the Company or an
Affiliate of the Company until legal title to such Notes passes to the
Company or Affiliate, as the case may be.

Section 2.10. TEMPORARY NOTES.

Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have
variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes without charge
to the Noteholders.

Section 2.11. CANCELLATION.

The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
cancelled Notes as the Company directs. The Company may not issue new Notes
to replace Notes that it has paid or that have been delivered to the Trustee
for cancellation. All cancelled Notes held by the Trustee shall be destroyed
and certification of their destruction delivered to the Company, unless by a
written order, signed by two Officers of the Company, the Company shall
direct that cancelled Notes be returned to it.

Section 2.12. DEFAULTED INTEREST.

If the Company fails to make a payment of interest on the Notes,
it shall pay such defaulted interest plus any interest payable on the
defaulted interest, if any, in any lawful manner. It may pay such defaulted
interest, plus any such interest payable on it, to the persons who are
Noteholders on a subsequent special record date. The Company shall fix any
such record date

and payment date. At least 15 days before any such record date, the Company
shall mail to Noteholders a notice that states the record date, payment date
and amount of such interest to be paid.

Section 2.13. CUSIP NUMBER.

The Company in issuing the Notes may use a "CUSIP" number and if
so the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders, PROVIDED that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company
shall promptly notify the Trustee of any change in the CUSIP number.

Section 2.14. EXCHANGE REGISTRATION.

In the event that the Company delivers to the Trustee a copy of an
order of effectiveness or a certification of the Company with respect to such
effectiveness with respect to the Exchange Offer, the Trustee shall, at the
Company's expense, notify the Holders of the receipt of such order of
effectiveness or certification and upon the request of any Holder shall
exchange such Holder's Series A Notes for Series B Notes upon the terms set
forth in the Exchange Offer.

ARTICLE 3.

REDEMPTION

Section 3.01. NOTICES TO TRUSTEE.

If the Company elects to redeem the Notes pursuant to the optional
redemption provisions of paragraph 5 of the Notes, it shall notify the
Trustee in writing of the redemption date and the principal amount of the
Notes to be redeemed.

The Company shall give each notice provided for in this Section at
least 60 days before the redemption date (unless a shorter notice period
shall be satisfactory to the Trustee); PROVIDED, HOWEVER, that the Trustee
shall have no liability to any Holder if it deems such shorter notice period
satisfactory to it.

Section 3.02. SELECTION OF NOTES TO BE REDEEMED.

Except as provided below, if less than all of the Notes are to be
redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed on a pro rata basis or by lot among the Holders of the Notes in
accordance with a method the Trustee considers fair and appropriate (in such
manner as complies with applicable legal and stock exchange requirements, if
any).

The amount of Notes shall be calculated as the aggregate principal
amount of Notes originally issued hereunder less the aggregate principal
amount of any Notes previously redeemed. The Trustee shall make the
selection not more than 60 days and not less than 30 days before the
redemption date from outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company of the Notes or
portions of Notes to be called for redemption. The Trustee may select for
redemption portions of the principal of Notes that have denominations larger
than $1,000. Notes and portions of them it selects shall be in amounts of
$1,000 or integral multiples of $1,000. Provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called
for redemption.

Section 3.03. NOTICE OF REDEMPTION.

At least 30 days but not more than 60 days before a redemption
date, the Company shall mail by first class mail, postage prepaid a notice of
redemption to each Holder whose Notes are to be redeemed at its address of
record.

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

(1) the redemption date;

(2) the redemption price;

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

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

(5) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price plus accrued interest;

(6) that, unless the Company defaults in making the
redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date, and that if a Note is redeemed on
or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the
person in whose name such Note was registered at the close of business on
such record date; and

(7) the paragraph of the Notes pursuant to which the Notes
called for redemption are being redeemed.

At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

Section 3.04. EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed, Notes called for redemption
become due and payable on the redemption date at the price set forth in the
Note. Unless the Company defaults in making the redemption payment, on and
after the redemption date, interest ceases to accrue on the Notes or the
portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and

unpaid interest shall be paid to the person in whose name such Note was
registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender thereof for redemption,
the principal (and premium, if any) shall, until paid, bear interest from the
redemption date at the rate borne by the Note.

Section 3.05. DEPOSIT OF REDEMPTION PRICE.

No later than 10:00 a.m. Eastern Time on the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent immediately
available funds sufficient to pay the redemption price of and accrued
interest and Liquidated Damages, if any, on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company
any money not required for that purpose.

Section 3.06. NOTES REDEEMED IN PART.

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

Section 3.07. MANDATORY DISPOSITION PURSUANT TO GAMING LAWS.

Notwithstanding any other provision of this Article 3, if a record
or beneficial owner of a Note is required by any Gaming Authority to be found
suitable, such owner shall apply for a finding of suitability within 30 days
after request of such Gaming Authority. The applicant for a finding of
suitability must pay all costs of the investigation for such finding of
suitability. If a record or beneficial owner is required to be found suitable
and is not found suitable by such Gaming Authority, (i) such owner shall,
upon request of the Company, dispose of such owner's Notes within 30 days or
within that time prescribed by such Gaming Authority, whichever is earlier,
or (ii) the Company may, at its option, redeem such owner's Notes at the
lesser of (x) the principal amount thereof or (y) the price at which the
Notes were acquired by such owner, together with, in either case, accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of the
finding of unsuitability by such Gaming Authority.

ARTICLE 4.

COVENANTS

Section 4.01. PAYMENT OF NOTES.

The Company shall pay the principal of and interest on the Notes
on the dates and in the manner provided in the Notes. Principal and interest
shall be considered paid on the date due if the Paying Agent (other than the
Company or any Subsidiary or Affiliate of the Company) holds on that date
money in immediately available funds designated for and sufficient to pay all
principal and interest then due. The Company shall pay all Liquidated
Damages, if any, in the same manner on the dates and in the amounts set forth
in the Registration Rights Agreement.

To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue principal at the rate borne by the Notes compounded semiannually; and
(ii) overdue installments of interest and Liquidated

Damages (without regard to any applicable grace period) at the same rate,
compounded semiannually.

Section 4.02. SEC REPORTS, FINANCIAL REPORTS.

The Company shall file with the Trustee and shall provide Holders
within 15 days after it files them with the SEC copies of the quarterly and
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company files with the SEC pursuant to
Sections 13(a) and 13(c) or 15(d) of the Exchange Act. The Company will
continue to file with the SEC and the Trustee, and to provide to Holders, on
the same timely basis such reports, information and other documents as the
Company would be required to file with the SEC as if the Company were subject
to the requirements of such Sections 13(a) and 13(c) or 15(d) of the Exchange
Act, notwithstanding that the Company may no longer be subject to Section
13(a) and 13(c) or 15(d) of the Exchange Act and that the Company would be
entitled not to file such reports, information and other documents with the
SEC. In addition, if the Company has any Unrestricted Subsidiaries at such
time, it shall also file with the Trustee, and provide to the Holders, on the
same timely basis, all quarterly and annual financial statements (which
statements may be unaudited) that would be required by Forms 10-Q and 10-K if
the Company did not have such Unrestricted Subsidiaries.

The Company also shall comply with the provisions of TIA Section
314(a). The Company shall timely comply with its reporting and filing
obligations under applicable federal securities law. For so long as any
Transfer Restricted Securities remain outstanding, the Company shall furnish
to the Holders and to prospective purchasers of the Notes designated by the
Holders of Transfer Restricted Securities, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.03. COMPLIANCE CERTIFICATE.

(a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (which currently is March
31), an Officers' Certificate stating that a review of the activities of the
Company and its subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he may have knowledge) and that to the best of
his knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the
Notes are prohibited, or if such event has occurred, a description of the
event.

(b) So long as not contrary to the then current recommendations
of the American Institute of Certified Public Accountants or to a written
policy adopted by the Company's independent public accountants which has been
previously applied (a copy of which

shall be delivered to the Trustee), the audited financial statements
delivered pursuant to Section 4.02 shall be accompanied by a written
statement of the Company's independent public accountants (which shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements nothing has come to
their attention which would lead them to believe that the Company has
violated any provisions of Article 4 or 5 of this Indenture or, if any such
violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable
directly or indirectly to any person for any failure to obtain knowledge of
any such violation.

(c) The Company will, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon becoming aware of (i) any
Default or Event of Default in the performance of any covenant, agreement or
condition contained in this Indenture or (ii) any event of default under any
other mortgage, indenture or instrument governing other Indebtedness of the
Company aggregating in excess of $5,000,000, an Officers' Certificate
specifying such Default, Event of Default or default.

Section 4.04. STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so)
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, extension or usury 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 it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any
such law, 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 has been enacted.

Section 4.05. RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.

The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly:

(i) declare or pay any dividend on, or make any distribution
in respect of, or purchase, redeem or retire for value, any Capital Stock
of the Company or of any Restricted Subsidiary, other than, in the case of
the Company, through the issuance (as a dividend or stock split thereon or
in exchange therefor) solely of the Company's own Capital Stock (excluding
Exchangeable Stock or Redeemable Stock) and, in the case of a Restricted
Subsidiary, with respect to shares of its Capital Stock that are owned
solely by the Company or a wholly-owned Restricted Subsidiary;

(ii) make any principal payment on, or redeem, repurchase,
defease or otherwise acquire or retire for value, prior to scheduled
principal payment or maturity, Subordinated Indebtedness; or

(iii) incur, create, assume or suffer to exist any guarantee of
Indebtedness of, or make any loan or advancement to, or other investment
in, any

Affiliate or Related Person of the Company or a Restricted Subsidiary,
other than the Company or a Restricted Subsidiary;

(such payments or any other actions described in clauses (i) and (ii), a
"Restricted Payment," and in clause (iii), a "Restricted Investment"), unless:

(a) at the time of and after giving effect to the proposed
Restricted Payment or Restricted Investment, no Event of Default (and
no event that, after notice or lapse of time, or both, would become
an Event of Default) shall have occurred and be continuing; and

(b) at the time of and after giving effect to the proposed
Restricted Payment or Restricted Investment (the value of which, if
in a form other than cash, shall be determined in good faith by the
Board of Directors, whose determination shall be conclusive and
evidenced by a board resolution), the aggregate amount of all
Restricted Payments and Restricted Investments declared or made after
June 2, 1993, shall not exceed the sum of, without duplication,

(I) 50% of the cumulative Consolidated Net Income
of the Company (or if such cumulative Consolidated Net Income
shall be a loss, 100% of such loss) accrued after June 2, 1993,
less any negative extraordinary charges not reflected in
Consolidated Net Income;

(II) an amount equal to the Net Proceeds received
by the Company from the issuance and sale (other than to a
Subsidiary) after June 2, 1993 of Capital Stock (excluding
Exchangeable Stock, Redeemable Stock and Capital Stock issued
in exchange for previously outstanding shares of Capital Stock
if such exchange did not constitute a Restricted Payment);

(III) $15,000,000; and

(IV) an amount equal to 50% of any dividends
received by and 100% of any Restricted Investments which are
returned or repaid to (in each case, to the extent not included
in Consolidated Net Income of the Company) the Company or a
wholly-owned Restricted Subsidiary after the date of the
Indenture from an Unrestricted Subsidiary of the Company;

PROVIDED, HOWEVER, that Net Proceeds received from the sale of the stock of
PSHC, BSI, TSI, SSI, KCSC, SCRSI, SGSI or SWSI, or any successor or assignee
thereof, by the Company shall not be included in clause (II) above.

For purposes of any calculation pursuant to the preceding sentence
which is required to be made within 60 days after the declaration of a
dividend by the Company or any Subsidiary, such dividend shall be deemed to
be paid at the date of declaration, and the subsequent payment of such
dividend during such 60-day period shall not be treated as an additional
Restricted Payment.

Notwithstanding the foregoing, the provisions of this Section 4.05
will not prevent the following Restricted Payments or Restricted Investments:
(a) payment of any dividend within 60 days after the date of its declaration
if at the date of declaration such payment would be permitted by this
Section; and (b) Restricted Investments, which together with all other
Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the
aggregate, provided that after giving effect to each such Restricted
Investment (as if it had occurred on the first day of such period) the pro
forma Consolidated Coverage Ratio of the Company, calculated cumulatively for
the four most recent consecutive fiscal quarters of the Company and ending
prior to the date of the latest Restricted Investment, shall be greater than
2.00 to 1.00.

The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if such designation would not cause a Default;
PROVIDED that in no event shall the business currently operated by PSHC, BSI,
SCRSI, TSI, SGSI or SWSI, or the business operated by KCSC (or its
Affiliates) at the Station Casino Kansas City property located in Kansas,
City, Missouri, be transferred to or held by an Unrestricted Subsidiary. For
purposes of making such determination, all outstanding investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash)
in the Subsidiary so designated will be deemed to be Restricted Payments at
the time of such designation and will reduce the amount available for
Restricted Payments under this Section 4.05. All such outstanding investments
will be deemed to constitute investments in an amount equal to the fair
market value of such investments at the date of such designation. Such
designation will only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

Prior to making any Restricted Payment or Restricted Investment,
the Company will deliver to the Trustee an Officers' Certificate (dated the
date of such proposed payment or investment) stating (i) that such proposed
payment or investment will be in compliance with this Section 4.05 and (ii)
no Default or Event of Default under this Indenture has occurred or will
occur as a result of such proposed payment or investment.

Section 4.06. LIMITATION ON INDEBTEDNESS.

The Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or suffer
to exist, or otherwise in any manner become or remain liable, directly or
indirectly, with respect to any Indebtedness, except, without duplication,
for (i) the incurrence by the Company's Unrestricted Subsidiaries of
Qualified Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness
ceases to be Qualified Non-Recourse Debt of an Unrestricted Subsidiary, such
event shall be deemed to constitute an incurrence of Indebtedness by a
Restricted Subsidiary of the Company; (ii) FF&E Financing incurred by the
Company or its Restricted Subsidiaries, (iii) the Notes, (iv) the Existing
Senior Subordinated Notes and Existing Indebtedness, (v) provided no Event of
Default shall have occurred and be continuing, other Indebtedness of the
Company and its Restricted Subsidiaries in an amount not to exceed
$15,000,000 in aggregate principal amount, (vi) additional Indebtedness of
the Company and its Restricted Subsidiaries, if at the time of the incurrence
of such Indebtedness, the pro forma Consolidated Coverage Ratio of the
Company, calculated cumulatively for the four most recent consecutive fiscal
quarters of the Company and ending prior to the date of incurrence (the
"Reference Period"), is not less than 2.00 to 1.00, after giving

effect to (A) the incurrence of such Indebtedness as if such Indebtedness was
incurred at the beginning of the Reference Period and (if applicable) the
application of the net proceeds thereof to refinance other Indebtedness as if
the application of such proceeds occurred at the beginning of the Reference
Period and, (B) the acquisition or disposition of any company or business
acquired or disposed of by the Company or any Restricted Subsidiary since the
first day of the Reference Period, including any acquisition or disposition
which will be consummated contemporaneously with the incurrence of such
Indebtedness, as if such acquisition or disposition occurred at the beginning
of the Reference Period, (vii) Permitted Refinancing Indebtedness, (viii)
Indebtedness incurred under the Bank Facility not to exceed the greater of
(A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively
for the four most recent consecutive fiscal quarters of the Company
immediately preceding the date on which such Indebtedness is incurred,
provided that the exception in this clause (viii) shall not be applicable to
any Indebtedness incurred in refinancing the Bank Facility if the managing
agent for the lenders of such refinancing Indebtedness is a person other than
a banking institution with over $500 million in assets and subject to
supervision and examination by federal or state banking authorities, (ix)
Interest Rate Protection Agreements of the Company or any Restricted
Subsidiary covering solely Indebtedness of the Company or any Restricted
Subsidiary which is otherwise permitted to be incurred pursuant to this
paragraph, (x) Indebtedness to the Company or a wholly-owned Restricted
Subsidiary, (xi) to the extent that such incurrence does not result in the
incurrence by the Company or any Restricted Subsidiary of any obligation for
the payment of borrowed money of others, Indebtedness incurred solely as a
result of the execution by the Company or its Restricted Subsidiaries of a
Completion Guarantee and Keep-Well Agreement; provided, however, that the
foregoing exception shall not be applicable to Indebtedness incurred in
connection with the performance by the Company or its Restricted Subsidiaries
of a Completion Guarantee and Keep-Well Agreement, or (xii) Indebtedness
incurred under the $83,000,000 9 5/8% Senior Subordinated Notes due 2003 and
the $110,000,000 9 5/8% Senior Subordinated Notes due 2003 (collectively, the
"9 5/8% Senior Subordinated Notes due 2003") provided that in the case of
this clause (xii), (A) on December 3, 1998, such notes shall have been
irrevocably called for redemption, (B) amounts sufficient to repay the
principal, premium and accrued interest thereon through the redemption date
have been irrevocably deposited with the Trustee for the 9 5/8% Senior
Subordinated Notes due 2003 pursuant to Section 8.01 of the indentures
relating to the 9 5/8% Senior Subordinated Notes due 2003, and (C)
instructions by the Company have been given to the Trustee to redeem and
repay such notes on the redemption date provided for in the notice of
redemption and such instructions state that they are irrevocable.

Section 4.07. LIMITATION ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.

The Company will not permit any Restricted Subsidiary to issue any
Capital Stock to any person (other than to the Company or any wholly-owned
Restricted Subsidiary) that shall entitle the holder of such Capital Stock to
a preference in right of payment in the event of liquidation, dissolution or
winding-up of such Restricted Subsidiary or with respect to dividends of such
Restricted Subsidiary.

Section 4.08. CORPORATE EXISTENCE.

Subject to Article 5 hereof, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate,

partnership or other existence of each Subsidiary, if any, in accordance with
the respective organizational documents of each Subsidiary and the rights
(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership
or other existence of any Subsidiary, if the Board of Directors of the
Company shall determine in good faith, which determination shall be evidenced
by a board resolution, that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders.

Section 4.09. TAXES.

The Company shall, and shall cause each of its subsidiaries to,
pay prior to delinquency all taxes, assessments and governmental levies,
except as contested in good faith and by appropriate proceedings or where the
failure to pay would not have a material adverse effect on the Company and
its Subsidiaries taken as a whole.

Section 4.10. INVESTMENT COMPANY ACT.

The Company shall not become an investment company subject to
registration under the Investment Company Act of 1940, as amended.

Section 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into any
transaction or series of related transactions (including the purchase, sale,
lease or exchange of any property or the rendering of any service), pursuant
to which the Company or any Restricted Subsidiary shall receive or render
value exceeding $1,000,000, with any Affiliate or Related Person of the
Company or of the Existing Equity Holders (other than the Company or a
wholly-owned Restricted Subsidiary of the Company), unless (i) the terms of
such business, transaction or series of related transactions are (A) set
forth in writing and (B) fair and reasonable to the Company or such
Restricted Subsidiary, and no less favorable to the Company or such
Restricted Subsidiary, as the case may be, as terms that would be obtainable
at the time for a comparable transaction or series of related transactions
with an unrelated third person and (ii) the disinterested directors of the
Board of Directors of the Company have, by resolution, determined in good
faith that such business or transaction or series of related transactions
meets the criteria set forth in (i) (B) above, which determination shall be
conclusive and (iii) with respect to any transaction or series of related
transactions otherwise permitted under this paragraph pursuant to which the
Company or any Restricted Subsidiary shall receive or render value exceeding
$15,000,000, such transaction or series of related transactions shall not be
permitted unless, prior to 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. Notwithstanding the foregoing, the Company or any of
its Restricted Subsidiaries shall be entitled to provide management services
to an Unrestricted Subsidiary whose sole purpose is to develop, construct and
operate a new gaming facility, provided that the Company or such Restricted
Subsidiary, as the case may be, is reimbursed by the Unrestricted

Subsidiary for all costs and expenses (including without limitation payroll)
it incurs in providing such services.

Section 4.12. CHANGE OF CONTROL AND RATING DECLINE.

Upon the occurrence of a Change of Control Triggering Event, each
Holder shall have the right to require that the Company repurchase all or any
part of such Xxxxxx's Notes at a repurchase price in cash (the "Repurchase
Price") equal to 101% of the principal amount thereof, plus Liquidated
Damages, if any, and accrued interest to the date of repurchase.

Within 30 days following the date of a Change of Control
Triggering Event, the Company shall mail a notice to each Holder at its last
registered address, with a copy to the Trustee, of the Company's offer to
repurchase (the "Repurchase Offer") Notes pursuant to this Section 4.12. The
Repurchase Offer shall remain open from the time of mailing of such notice
until the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date of such mailing) (the date on which the Repurchase
Offer closes being the "Repurchase Date"). The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Repurchase Offer. The notice, which shall govern the terms
of the Repurchase Offer, shall state:

(1) that a Change of Control Triggering Event has occurred
and that such Holder has the right to require the Company to repurchase all
or any part of such Xxxxxx's Notes at a repurchase price in cash equal to
101% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date of repurchase thereof;

(2) the circumstances and relevant facts regarding such
Change of Control Triggering Event (including information with respect to
pro forma historical income, cash flow and capitalization after giving
effect to such Change of Control Triggering Event);

(3) the Repurchase Date;

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

(5) that, unless the Company defaults in paying the
Repurchase Price, any Note accepted for payment pursuant to the Repurchase
Offer shall cease to accrue interest from and after the Repurchase Date;

(6) that Holders electing to have a Note purchased pursuant
to the Repurchase Offer will be required to surrender the Note, with the
form entitled "Option of Holder to Elect Repurchase" on the reverse of the
Note duly completed, to the Company at the address specified in the notice
at least three Business Days prior to the Repurchase Date;

(7) that Holders will be entitled to withdraw their election
if the Paying Agent receives, not later than three Business Days prior to
the Repurchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the

principal amount of Notes the Holder delivered for repurchase and a
statement that such Xxxxxx is withdrawing such Xxxxxx's election to have
such Notes repurchased; and

(8) that Holders whose Notes are purchased only in part will
be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered.

If any consent under the Bank Facility is necessary to permit the
Company to effect the Repurchase Offer, the Company will (i) repay in full or
offer to repay in full all Indebtedness under the Bank Facility or (ii)
obtain the requisite consent under the Bank Facility; PROVIDED, HOWEVER, that
the failure to repay such Indebtedness or obtain such consent will not in any
event excuse any failure by the Company to perform its obligations under this
Section 4.12.

On the Repurchase Date, the Company shall, to the extent lawful,
(i) accept for payment Notes or portions thereof tendered pursuant to the
Repurchase Offer and (ii) deliver to the Trustee Notes so tendered together
with an Officers' Certificate stating the Notes or portions thereof accepted
for payment by the Company. The Paying Agent shall promptly mail or deliver
to Holders of Notes so accepted payment in an amount equal to the Repurchase
Price. The Trustee shall promptly authenticate and mail or deliver to each
Holder who tendered a Note a new Note or Notes equal in principal amount to
any untendered portion of the Note surrendered. The Paying Agent shall
invest funds deposited with it pursuant to this Section 4.12 for the benefit
of, and at the written direction of, the Company to the Repurchase Date.

Section 4.13. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of
any Restricted Subsidiary to: (i) pay dividends or make any other
distribution on its Capital Stock or any other interest or participation in,
or measured by, its profits, or pay any interest or principal due on
Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii)
make loans or advances to the Company or any of its Restricted Subsidiaries;
or (iii) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries, other than (a) any such encumbrance or
restriction imposed by any Gaming Authority, (b) any encumbrance or
restriction existing on the date of this Indenture contained in the Existing
Indebtedness, (c) any encumbrance or restriction existing on April 3, 1997
contained in the Bank Facility relating to Indebtedness that does not exceed
the greater of (1) $200 million or (2) 1.5 times Operating Cash Flow
calculated cumulatively for the four most recent consecutive fiscal quarters
of the Company immediately preceding the date on which such Indebtedness is
incurred, (d) any encumbrance or restriction with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Indebtedness (other than
Indebtedness incurred in anticipation of, as consideration in, or to provide
all or any portion of the funds utilized to consummate, the transaction or
series of related transactions pursuant to which such Restricted Subsidiary
became a Subsidiary of the Company) incurred by such Restricted Subsidiary on
or prior to the date on which such Restricted Subsidiary became a Restricted
Subsidiary of the Company and outstanding on such date; (e) any pledge by the
Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary
if such pledge is made in connection with the incurrence of Qualified
Non-Recourse Debt by such Unrestricted Subsidiary;

and (f) any encumbrance or restriction pursuant to an agreement relating to
Indebtedness issued to repay or amend Indebtedness referred to in clause (b),
(c), (d) or (f) of this paragraph, PROVIDED, HOWEVER, that any such
encumbrance or restriction is no less favorable to the Noteholders than
encumbrances and restrictions contained in agreements relating to the
Indebtedness so repaid or amended, and PROVIDED FURTHER, that in the event
that Indebtedness is issued to repay or amend the Bank Facility, the
aggregate principal amount of such Indebtedness shall not exceed the greater
of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated
cumulatively for the four most recent consecutive fiscal quarters of the
Company immediately preceding the date on which such Indebtedness is issued.

Section 4.14. RESTRICTION ON LAYERING DEBT.

The Company shall not incur any Indebtedness that is subordinate
or junior in right of payment to Senior Indebtedness and senior in any
respect in right of payment to the Notes.

ARTICLE 5.

SUCCESSORS

Section 5.01. WHEN COMPANY MAY MERGE, ETC.

The Company shall not consolidate with or merge with or into any
other entity (other than with a wholly-owned Restricted Subsidiary, provided
the Company is the continuing corporation) or sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets (determined on a consolidated basis for the Company and its Restricted
Subsidiaries taken as a whole) to any entity, unless:

(1) either (a) the Company shall be the continuing
corporation or (b) the entity (if other than the Company) formed by such
consolidation or into which the Company is merged or the entity that
acquires, by sale, conveyance, assignment, transfer, lease or disposition,
all or substantially all of the properties and assets of the Company shall
be a corporation, partnership or trust organized and validly existing under
the laws of the United States or any state thereof or the District of
Columbia, and shall expressly assume by a supplemental indenture the due
and punctual payment of the principal of and premium, if any, and interest
on all the Notes and the performance and observance of every covenant of
the Indenture on the part of the Company to be performed or observed;

(2) immediately thereafter, no Event of Default (and no event
that, after notice or lapse of time, or both, would become an Event of
Default) shall have occurred and be continuing;

(3) immediately after giving effect to any such transaction
involving the incurrence by the Company or any Restricted Subsidiary,
directly or indirectly, of additional Indebtedness (and treating any
Indebtedness not previously an obligation of the Company or any of its
Restricted Subsidiaries incurred in connection with or as a result of such
transaction as having been incurred at the time of such transaction), the
Company (if

it is the continuing corporation) or such other entity could incur at
least $1.00 of additional Indebtedness pursuant to Section 4.06(vi); and

(4) immediately thereafter, the Company (if it is the
continuing corporation) or such other entity shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction.

The Company shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers' Certificate to the foregoing effect
and an Opinion of Counsel stating that the proposed transaction and such
supplemental indenture comply with this Indenture.

Section 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person had been
named as the Company herein. When a successor corporation assumes all of the
obligations of the Company hereunder and under the Notes and agrees to be
bound hereby and thereby, the predecessor shall be released from such
obligations.

ARTICLE 6.
DEFAULTS AND REMEDIES

Section 6.01. EVENTS OF DEFAULT.

An "Event of Default" occurs if:

(1) the Company defaults in the payment of interest on any Note
when the same becomes due and payable and such Default continues for a period
of 30 days after the date due and payable, whether or not such payment is
prohibited by Article 10;

(2) the Company defaults in the payment of the principal of any
Note when the same becomes due and payable at maturity, upon optional
redemption of the Notes by the Company, upon exercise by the Holder of the
Repurchase Offer upon a Change of Control Triggering Event, upon declaration
or otherwise, whether or not such payment is prohibited by Article 10;

(3) the Company fails to observe, perform or comply with Article
5;

(4) the Company fails to observe, perform or comply with any of
its other agreements or covenants in, or provisions of, the Notes or this
Indenture and such failure to observe, perform or comply continues for a
period of 60 days after receipt by the Company of notice of Default from the
Trustee or the Holders of at least 25% in principal amount of the Notes;

(5) the Company fails, after any applicable grace period, to
make any payment of principal of, premium in respect of, or interest on, any
Indebtedness when due, or any Indebtedness of the Company or any of its
Restricted Subsidiaries is accelerated because of a default and the aggregate
principal amount of such Indebtedness with respect to which any such failure
to pay or acceleration has occurred exceeds $10,000,000 or its foreign
currency equivalent;

(6) any encumbrance or restriction of the type described in
Section 4.13 becomes applicable to any Restricted Subsidiary;

(7) the Company or any Restricted Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

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

(D) makes a general assignment for the benefit of its
creditors, or

(E) admits in writing its inability generally to pay its
debts as the same become due;

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

(A) is for relief against the Company or any Restricted
Subsidiary in an involuntary case,

(B) appoints a Custodian of the Company or any Restricted
Subsidiary or for all or substantially all of the property of the
Company or any Restricted Subsidiary, or

(C) orders the liquidation of the Company or any Restricted
Subsidiary, and the order or decree remains unstayed and in effect
for 60 days;

(9) one or more judgments, orders or decrees are rendered
against the Company or any of its Restricted Subsidiaries in an aggregate
amount in excess of $10,000,000 (to the extent not covered by insurance) and
are not discharged for a period of 60 days during which a stay of enforcement
of such judgments, orders or decrees, by reason of a pending appeal or
otherwise, is not in effect; or

(10) any Gaming License of the Company or any of its Restricted
Subsidiaries is revoked, terminated or suspended or otherwise ceases to be
effective, resulting in the cessation or suspension of operation for a period
of more than 90 days of the casino business of any casino-

hotel owned, leased or operated directly or indirectly by the Company or any
of its Restricted Subsidiaries (other than any voluntary relinquishment of a
Gaming License if such relinquishment is, in the reasonable, good faith
judgment of the Board of Directors of the Company, evidenced by a resolution
of such Board, both desirable in the conduct of the business of the Company
and its Restricted Subsidiaries, taken as a whole, and not disadvantageous in
any material respect to the Holders).

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

In the case of any Event of Default pursuant to the provisions of
this Section 6.01 occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium which the Company would have had to pay if
the Company then had elected to redeem the Notes pursuant to paragraph 5 of
the Notes, an equivalent premium (or, in the event that the Company would not
be permitted to redeem the Notes pursuant to paragraph 5 of the Notes, the
premium payable on the first date thereafter on which such redemption would
be permissible) shall also become and be immediately due and payable to the
extent permitted by law, anything in this Indenture or in the Notes contained
to the contrary notwithstanding.

Section 6.02. ACCELERATION.

If an Event of Default (other than an Event of Default specified
in clause (7) or (8) of Section 6.01) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of at least 25% in principal amount
of the then outstanding Notes by notice to the Company and the Trustee, may
declare the unpaid principal of and all accrued and unpaid interest,
Liquidated Damages, if any, and premium, if any, on the Notes to be
immediately due and payable. Upon such declaration, the principal, interest,
Liquidated Damages, if any, and premium, if any, shall be due and payable
immediately. If an Event of Default specified in clause (7) or (8) of
Section 6.01 occurs, such an amount 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. The Holders of a majority in principal amount
of the then outstanding Notes, by notice to the Trustee, may rescind an
acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default have been cured
or waived, except non-payment of principal or interest that has become due
solely because of the acceleration.

Section 6.03. OTHER REMEDIES.

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

The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not

impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04. WAIVER OF PAST DEFAULTS.

The Holders of a majority in principal amount of the then
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a continuing Default or Event
of Default in the payment of the principal of any Note.

Section 6.05. CONTROL BY MAJORITY.

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

Section 6.06. LIMITATION ON SUITS.

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

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

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

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

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

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

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

Section 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive payment of principal of, Liquidated
Damages, if any, and interest on the Note, on or after the respective due
dates expressed in the Note, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

Section 6.08. COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing, the Trustee may recover judgment as permitted under
applicable law in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal
of, Liquidated Damages, if any, and interest remaining unpaid on the Notes
and interest on overdue principal and interest and such further amount as
shall be sufficient to cover the costs and, to the extent lawful, expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

Section 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Noteholders allowed in any judicial proceedings relative to
the Company or any other obligor or their respective creditors or property.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder 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 Noteholder in any such proceeding.

Section 6.10. PRIORITIES.

Subject to Article 10 hereof, if the Trustee collects any money
pursuant to this Article, it shall pay out the money in the following order:

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

Second: to Noteholders for amounts due and unpaid on the Notes
for principal, interest and Liquidated Damages, if any,
ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for
principal, interest and Liquidated Damages, if any,
respectively; and

Third: to the Company or any other obligors on the Notes, as
their interests may appear, or as a court of competent
jurisdiction may direct.

The Trustee may fix a record date and payment date for any payment
to Noteholders.

Section 6.11. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted
by it as Trustee, a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good

faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by Holders of more than 10% in principal amount of
the then outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01. DUTIES OF TRUSTEE.

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

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

(1) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee.

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

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

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

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

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

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

(e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.

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

(g) None of the provisions of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if the Trustee reasonably believes
that the repayment of such funds or adequate indemnity against such risks or
liability is not reasonably assured to it.

Section 7.02. RIGHTS OF TRUSTEE.

(a) The Trustee may rely on, and shall be protected in acting or
refraining from acting upon, any document believed by it to be genuine and to
have been signed or presented by the proper person. 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 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.

(b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel.

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

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

Section 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee
is subject to Sections 7.10 and 7.11.

Section 7.04. TRUSTEE'S DISCLAIMER.

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

Section 7.05. NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if
it is actually known to the Trustee, the Trustee shall mail to Note holders a
notice of the Default or Event of Default within 90 days after it occurs.
Except in the case of a Default or Event of Default in payment on any Note,
the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Noteholders.

Section 7.06. REPORTS BY TRUSTEE TO HOLDERS.

Within 60 days after the reporting date stated in Section 11.10,
the Trustee shall, to the extent required, mail to Noteholders a brief report
dated as of such reporting date that complies with TIA Section 313(a). The
Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

Commencing at the time this Indenture is qualified under the TIA,
a copy of each report at the time of its mailing to Noteholders shall be
filed with the SEC and each stock exchange on which the Notes are listed of
which the Company has notified the Trustee in writing. The Company shall
notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time upon demand
by the Trustee reasonable compensation established by the Trustee for its
services hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
out-of-pocket expenses of the Trustee's agents and counsel.

The Company shall indemnify the Trustee against any loss or
liability incurred by it except as set forth in the next paragraph. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel, and the
Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee through gross negligence or
willful misconduct.

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

When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.08. REPLACEMENT OF TRUSTEE.

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

The Trustee may resign by so notifying the Company. The Holders
of a majority in principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company. The Company may
remove the Trustee by notice to the Trustee if:

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

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

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

(4) the Trustee becomes otherwise incapable of acting.

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

If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee (at the
expense of the Company), the Company or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Noteholders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring trustee
with respect to expenses and liabilities incurred by it prior to such
replacement.

Section 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

Section 7.10. ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a
combined capital and surplus as stated in Section 11.10. The Trustee is
subject to TIA Section 310(b), including the optional provision permitted by
the proviso in the second sentence of TIA Section 310(b).

Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

ARTICLE 8.

DISCHARGE OF INDENTURE

Section 8.01. TERMINATION OF COMPANY'S OBLIGATIONS.

This Indenture shall cease to be of further effect (except that
the Company's obligations under Sections 7.07 and 8.03, and application of
funds to the payment of Notes, shall survive) when all outstanding Notes
theretofore authenticated and issued have been delivered to the Trustee for
cancellation, and the Company has paid all sums payable hereunder. In
addition, the Company may terminate all of its obligations under this
Indenture (except the Company's obligations under Sections 7.07 and 8.03) if:

(1) the Company irrevocably deposits in trust with the
Trustee money or non-callable U.S. Government Obligations maturing as to
principal and interest in such amounts and at such times as are sufficient,
as certified by an Officers' Certificate, to pay principal of, Liquidated
Damages, if any, and interest on the Notes to maturity or redemption, as
the case may be, and to pay all other sums payable by it hereunder; and

(2) the Company delivers to the Trustee an Opinion of Counsel
satisfactory to the Trustee that the Holders of the Notes should not
recognize income, gain or loss for federal income tax purposes as a result
of the Company's exercise of its option under this Section 8.01 and will be
subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had not been
exercised.

However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
4.01, 7.07, 8.03 and 8.04 shall survive until the Notes are no longer
outstanding. Thereafter, only the Company's obligations in Sections 7.07 and
8.03 shall survive.

After a deposit made pursuant to this Section 8.01, the Trustee
upon request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture, except for those surviving obligations
specified above.

"U.S. Government Obligations" means direct obligations of the
United States of America, or obligations unconditionally guaranteed by the
United States of America, for the payment of which the full faith and credit
of the United States of America is pledged. In order to have money available
on a payment date to pay principal of or interest on the Notes, the U.S.
Government Obligations shall be payable as to principal or interest on or
before such payment date in such amounts as will provide the necessary money.
U.S. Government Obligations shall not be callable at the issuer's option.

Section 8.02. APPLICATION OF TRUST MONEY.

The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of
principal and interest and Liquidated Damages, if any, on the Notes.

Section 8.03. REPAYMENT TO COMPANY.

The Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal of, Liquidated
Damages, if any, or interest on any Note that remains unclaimed for two years
after the date upon which such payment shall have become due; PROVIDED,
HOWEVER, that the Company shall have first caused notice of such payment to
the Company to be mailed to each Noteholder entitled thereto no less than 30
days prior to such payment. After payment to the Company, Noteholders
entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another
person.

Section 8.04. REINSTATEMENT.

If (i) the Trustee or Paying Agent is unable to apply any money in
accordance with Section 8.02 by reason of any order or judgment of any court
or governmental authority (other than any order of the Nevada Gaming
Commission restricting the payment of such money to any particular Holder)
enjoining, restraining or otherwise prohibiting such application and (ii) the
Holders of at least a majority in principal amount of the then outstanding
Notes so request by written notice to the Trustee, the Company's obligations
under this Indenture and the Notes shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.01 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.02; PROVIDED, HOWEVER, that if the Company makes any payment
of principal of, Liquidated Damages, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be
subrogated to the right of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

ARTICLE 9.
AMENDMENTS

Section 9.01. WITHOUT CONSENT OF HOLDERS.

The Company and the Trustee may amend this Indenture or the Notes
without the consent of any Noteholder:

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

(2) to comply with Section 5.01;

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

(4) to provide for uncertificated Notes in addition to
certificated Notes; or

(5) to make any change that does not adversely affect the
rights hereunder of any Noteholder.

Section 9.02. WITH CONSENT OF HOLDERS.

Subject to Section 6.07, the Company and the Trustee may amend
this Indenture or the Notes with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Notes. Subject
to Sections 6.04 and 6.07, the Holders of a majority in principal amount of
the Notes then outstanding may also waive compliance in a particular instance
by the Company with any provision of this Indenture or the Notes.

However, without the consent of each Noteholder affected, an
amendment or waiver under this Section may not:

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

(2) reduce the rate of or change the time for payment of
interest or Liquidated Damages, if any, on any Note;

(3) reduce the principal of or change the fixed maturity of
any Note or alter the redemption provisions with respect thereto;

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

(5) make any change in Section 6.04, 6.07 or 9.02 (this
sentence only); or

(6) waive a default in the payment of the principal of, or
Liquidated Damages, if any, or interest on, any Note.

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

After an amendment or waiver under this Section becomes effective,
the Company shall mail to Noteholders a notice briefly describing the
amendment or waiver.

Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.04. REVOCATION AND EFFECT OF CONSENTS.

Until an amendment or waiver becomes effective, a consent to it by
a Holder of a Note is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same Indebtedness as
the consenting Xxxxxx's Note, even if notation of the consent is not made on
any Note. However, any such Holder or subsequent Holder may revoke the
consent as to his Note or portion of a Note if the Trustee receives notice of
revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented to the amendment or waiver (or before such later date as
may be required by law or stock exchange rule).

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such amendment or waiver or to
revoke any consent previously given, whether or not such persons continue to
be Holders after such record date. No consent shall be valid or effective
for more than 90 days after such record date unless consents from Holders of
the principal amount of Notes required hereunder for such amendment or waiver
to be effective shall have also been given and not revoked within such 90-day
period.

After an amendment or waiver becomes effective it shall bind every
Noteholder, unless it is of the type described in any of clauses (1) through
(6) of Section 9.02. In such case, the amendment or waiver shall bind each
Holder of a Note who has consented to it and every subsequent Holder of a
Note that evidences the same Indebtedness as the consenting Xxxxxx's Note.

Section 9.05. NOTATION ON OR EXCHANGE OF NOTES.

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

Section 9.06. TRUSTEE PROTECTED.

The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that adversely affects
its rights. As a condition to executing or accepting any supplemental
indenture, the Trustee may request and rely on an Opinion of Counsel and an
Officers' Certificate stating that such supplemental indenture is permitted
hereunder and all conditions precedent have been complied with, in the form
set forth in Sections 11.04 and 11.05.

ARTICLE 10.
SUBORDINATION

Section 10.01. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.

The Company agrees, and each Holder by accepting a Note agrees,
that the Indebtedness evidenced by the Notes, including for all purposes of
this Article 10, all repurchase and redemption obligations with respect to
the Notes, is subordinated in right of payment, to the extent and in the
manner provided in this Article 10, to the prior payment in full of all
existing and future Senior Indebtedness and that the subordination is for the
benefit of and enforceable by the holders of Senior Indebtedness, and
authorizes and directs the Trustee to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination as provided in
this Article 10 and appoints the Trustee as attorney-in-fact for any and all
such purposes.

Only Indebtedness of the Company which is Senior Indebtedness
shall rank senior to the Notes in accordance with the provisions set forth
herein. This Article 10 shall remain in full force and effect as long as any
Senior Indebtedness is outstanding or any commitment to advance Senior
Indebtedness exists, assuming in the case of the Bank Facility that all
conditions precedent to any such advance could be satisfied.

Section 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

Upon any payment or distribution, whether of cash, securities or
other property, to creditors of the Company in a liquidation (total or
partial), reorganization or dissolution of the Company, whether voluntary or
involuntary, or in a bankruptcy, reorganization, insolvency, receivership,
assignment for the benefit of creditors, marshalling of assets or similar
proceeding relating to the Company or its property:

(1) holders of Senior Indebtedness shall be entitled to
receive payment in full, in cash or cash equivalents, of such Senior
Indebtedness before Holders shall be entitled to receive any payment of
principal of, or interest or Liquidated Damages, if any, on, or any other
distribution with respect to, the Notes; and

(2) until the Senior Indebtedness is paid in full as provided
in clause (1) above, any distribution to which Holders would be entitled
but for this Article 10 shall be made to the holders of Senior Indebtedness
as their interests may appear;

in each case except that Holders may receive shares of stock and debt
securities that are subordinated to Senior Indebtedness to at least the same
extent and pursuant to the same or more stringent terms as are the Notes.

Upon any distribution of assets of the Company referred to in this
Section 10.02, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such
bankruptcy, reorganization, insolvency, receivership, assignment for the
benefit of creditors, marshalling of assets or similar proceedings are
pending, or a certificate of the liquidating trustee or agent or other such
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, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Section 10.02. 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, as the case may be, to establish that such notice has been
given by a holder of Senior Indebtedness or a Representative, as the case may
be. 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 Section 10.02, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
such Senior Indebtedness held by such person, as to the extent to which such
person is entitled to participation in such payment or distribution and as to
other facts pertinent to the rights of such person under this Section 10.02,
and, if such evidence is not furnished, the Trustee may defer any payment to
such person (or to the Noteholder) pending judicial determination as to the
right of such person to receive such payment.

Section 10.03. DEFAULT ON SENIOR INDEBTEDNESS.

No direct or indirect payment by or on behalf of the Company under
the Notes shall be made if (i) any Designated Senior Indebtedness is not paid
when due or (ii) any other default on Designated Senior Indebtedness occurs
and in the case of this clause (ii) the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms, unless, in either
case, (x) the default has been cured or waived and any such acceleration has
been rescinded or (y) such Designated Senior Indebtedness has been paid in
full; PROVIDED, HOWEVER, that the Company may make any such direct or
indirect payment under the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from
the Representative of such Designated Senior Indebtedness. In addition,
during the continuance of any other event of default with respect to
Designated Senior Indebtedness pursuant to which the maturity of such
Designated Senior Indebtedness may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, upon the occurrence of (a)
receipt by the Trustee of written notice from the Representative with respect
to, or the holders of at least a majority in aggregate principal amount of,
such Designated Senior Indebtedness then outstanding or (b) if such event of
default results from the acceleration of the Notes, the date of such
acceleration, no direct or indirect payment may be made by the Company upon
or in respect of the Notes for a period (a "Payment Blockage Period")
commencing on the earlier of the date of receipt of such notice by the
Trustee or the date of such acceleration and ending 180 days thereafter
(unless such Payment Blockage Period shall be terminated by written notice to
the

Trustee from such Representative or such holders). Not more than one Payment
Blockage Period in the aggregate may be commenced with respect to the Notes
during any period of 360 consecutive days, irrespective of the number of
defaults with respect to Senior Indebtedness during such period. In no event
will a Payment Blockage Period extend beyond 179 days from the date such
payment upon or in respect of the Notes was due, and there must be 180 days
in any 360-day period in which no Payment Blockage Period is in effect as to
the Company. For all purposes of this Section 10.03, no default or event of
default which existed or was continuing on the date of the commencement of
the Payment Blockage Period with respect to the Designated Senior
Indebtedness initiating such Payment Blockage Period shall be, or be made,
the basis for the commencement of a subsequent Payment Blockage Period by the
Representative or requisite holders of such Designated Senior Indebtedness
whether or not within a period of 360 consecutive days unless such default or
event of default shall have been cured or waived for a period of not less
than 90 consecutive days.

Section 10.04. WHEN DISTRIBUTION MUST BE PAID OVER.

In the event that the Company shall make any payment to the
Trustee pursuant to the Notes at a time when such payment is prohibited by
Section 10.02 or 10.03, such payment shall be held by the Trustee, in trust
for the benefit of, and shall be paid forthwith over and delivered to, the
holders of Senior Indebtedness (PRO RATA as to each of such holders on the
basis of the respective amounts of Senior Indebtedness held by them) or their
Representatives, as their respective interests may appear, for application to
the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with its
terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Indebtedness.

If a distribution is made to Holders that because of this Article
10 should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness and
pay it over to them as their interests may appear.

Section 10.05. NOTICE BY COMPANY.

The Company shall promptly notify the Trustee and any Paying Agent
by an appropriate Officers' Certificate of the Company delivered to a Trust
Officer and the Paying Agent of any facts known to the Company that would
cause a payment under the Notes of principal of or interest or Liquidated
Damages, if any, on the Notes to violate this Article 10, but failure to give
such notice shall not affect the subordination of the Notes to the Senior
Indebtedness provided in this Article 10.

Section 10.06. SUBROGATION.

After all Senior Indebtedness is paid in full and all commitments
to advance Senior Indebtedness have been terminated, and until the Notes are
paid in full pursuant to the Notes and this Indenture or otherwise, Holders
shall be subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to Holders have been applied to payment of
Senior Indebtedness. A distribution made under this Article 10 to holders of
Senior Indebtedness which otherwise

would have been made to Holders is not, as between the Company and the
Holders, a payment by the Company on Senior Indebtedness.

Section 10.07. RELATIVE RIGHTS.

This Article 10 defines the relative rights of Holders and holders
of Senior Indebtedness. Nothing in this Indenture (but subject to the
provisions of paragraph 5 of the Notes) shall:

(1) impair, as between the Company and the Holders, the
obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Notes in accordance with their terms;

(2) affect the relative rights of Holders and creditors of
the Company other than such creditors as are holders of Senior
Indebtedness;

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

(4) create or imply the existence of any commitment on the
part of the holders of Senior Indebtedness to extend credit to the Company,
other than as set forth in the terms governing such Senior Indebtedness.

Section 10.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

No right of any present or future holder of Senior Indebtedness to
enforce the subordination of the Indebtedness evidenced by the Notes and this
Article 10 shall be impaired by any act or failure to act by the Company or
anyone in custody of its assets or property or by its failure to comply with
this Indenture.

Section 10.09. DISTRIBUTION OR NOTICE TO REPRESENTATIVES.

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 Representatives, if any.

Section 10.10. RIGHTS OF TRUSTEE AND PAYING AGENT.

Notwithstanding Section 10.02 or 10.03, the Trustee or any Paying
Agent may continue to make payments of principal of or interest on the Notes
unless, in the case of the Trustee, a Trust Officer or, in the case of a
Paying Agent other than the Trustee, an officer of such Paying Agent, shall
have received, at least three Business Days prior to the date such payments
are due and payable, written notice of the occurrence of an event under
Section 10.02 or 10.03 and that any payment under the Notes would violate
this Article 10. Only the Company or a Representative with respect to or
holders of a least a majority in principal amount of an issue of Designated
Senior Indebtedness may give such notice. Nothing contained in this Section
10.10 shall limit the right of any holder of Senior Indebtedness to recover
payments as contemplated by Section 10.04.

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. The Trustee shall be
entitled to all the rights set forth in this Article 10 with respect to
Senior Indebtedness which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness; and nothing in Article 7 shall
deprive the Trustee of any of its rights as such holder, except as otherwise
provided by the TIA.

Section 10.11. TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN
ABSENCE OF NOTICE.

Notwithstanding any of the provisions of this Article 10 or any
other provision of this Indenture, unless a Trust Officer has received a
written notice pursuant to Section 10.10, the Trustee shall not at any time
be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee, and in the absence of such
written notice the Trustee may make such payment without liability or
obligation to the Senior Indebtedness.

Section 10.12. APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT.

Nothing contained in this Article 10 or elsewhere in this
Indenture, or in the Notes, shall (i) affect the obligation of the Company to
make, or prevent the Company from making, at any time except as specified in
Section 10.02 or 10.03 to the extent provided therein, payments at any time
pursuant to the Notes, (ii) prevent the application by the Trustee or any
Paying Agent of any monies or the proceeds of any U.S. Government Obligations
received from the Company and held by the Trustee or such Paying Agent in
trust for the benefit of the Holders of Notes as to which notice of
redemption shall have been given, to the payment of or on account of the
principal of or interest or Liquidated Damages, if any, on the Notes if, at
the time such notice was given, a payment by the Company under the Notes
would not have been prohibited by the foregoing provisions of this Article 10
or (iii) prevent the application by the Trustee or any Paying Agent of any
monies or the proceeds of any U.S. Government Obligations deposited with it
by the Company under Article 8 hereof to the payment of or on account of the
principal of or interest or Liquidated Damages, if any, on the Notes if, at
the time of such deposit, a payment by the Company under the Notes would not
have been prohibited by the foregoing provisions of this Article 10.

Section 10.13. TRUSTEE'S COMPENSATION NOT PREJUDICED.

Nothing in this Article 10 shall apply to claims of, or payments
to, the Trustee pursuant to Section 7.07.

Section 10.14. OFFICERS' CERTIFICATE.

If there occurs any event referred to in Section 10.02, the
Company shall promptly give to the Trustee an Officers' Certificate (on which
the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness and the principal amount of Senior Indebtedness then outstanding
held by each such holder and stating the reasons why such Officers'
Certificate is being delivered to the Trustee.

Section 10.15. CERTAIN PAYMENTS.

Nothing in this Article 10 shall prevent or delay (i) the Company
from or in redeeming any Notes pursuant to paragraph 5 of the Notes or
otherwise purchasing any Notes pursuant to any legal requirement relating to
the gaming business of the Company and its Subsidiaries or (ii) the receipt
by the Holders of payments of principal of and interest and Liquidated
Damages, if any, on the Notes as provided in Section 8.02.

Section 10.16. NAMES OF REPRESENTATIVES.

The Company shall from time to time, upon request of the Trustee,
provide to the Trustee an Officers' Certificate setting forth the name and
address of each Representative of all outstanding Senior Indebtedness.

Section 10.17. ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE.

The failure to make a payment pursuant to the Notes by reason of
any provision in this Article 10 shall not be construed as preventing the
occurrence of a Default. Nothing in this Article 10 shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the
Notes.

Section 10.18. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS.

Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of
the Notes, to acquire and continue to hold, or to continue to hold, such
Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness. No
provision in any supplemental indenture which modifies this Article 10 in any
manner adverse to the holders of Senior Indebtedness shall be effective
against the holders of Senior Indebtedness who have not consented thereto in
accordance with the provisions of the documents governing such Senior
Indebtedness.

Section 10.19. PROOF OF CLAIM.

In the event that the Company is subject to any proceeding under
any Bankruptcy Law and the Holders and the Trustee fail to file any proof of
claim permitted to be filed in such proceeding with respect to the Notes,
then any Representative of Designated Senior Indebtedness may file such proof
of claim no earlier than the later of (i) the expiration of 15 days after
such Representative notifies the Trustee of its intention to do so and (ii)
30 days preceding the last day permitted to file such claim.

Section 10.20. NO FIDUCIARY DUTY CREATED TO HOLDERS OF SENIOR
INDEBTEDNESS.

With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in

this Article 10, 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, subject to the provisions of Article 7,
the Trustee shall not be liable to any holder of Senior Indebtedness if it
shall mistakenly pay over or deliver to Holders, the Company or any other
person, monies or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article 10 or otherwise.

ARTICLE 11.
MISCELLANEOUS

Section 11.01. TRUST INDENTURE ACT CONTROLS.

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

Section 11.02. NOTICES.

Any notice or communication by the Company or the Trustee to any
of the others is duly given if in writing and delivered in person or mailed
by overnight delivery service to the others' addresses stated in Section
11.10. The Company or the Trustee by notice to the others may designate
additional or different addresses for subsequent notices or communications.

Any notice or communication to a Noteholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Noteholder or any defect in it
shall not affect its sufficiency with respect to other Noteholders.

If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given when mailed, whether or
not the addressee receives it.

If the Company mails a notice or communication to Noteholders, it
shall mail a copy to the Trustee and each Agent at the same time.

If any notice is mailed to the Company in the manner provided
above, a copy of such notice shall be mailed, in the manner provided above,
to Milbank, Tweed, Xxxxxx & XxXxxx, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxx X. Xxxxxx, Esq.

All other notices or communications shall be in writing.

Section 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

Section 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company or any other
obligor to the Trustee to take any action under this Indenture, the Company
or any other obligor, as the case may be, shall furnish to the Trustee:

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

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

Section 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(1) a statement that the person making such certificate or
opinion has read such covenant or condition;

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

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

(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

Section 11.06. RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for action by or a meeting
of Noteholders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 11.07. LEGAL HOLIDAYS.

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

Section 11.08. NO RECOURSE AGAINST OTHERS.

A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Noteholder by accepting a
Note waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Notes.

Section 11.09. COUNTERPARTS.

This Indenture may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.

Section 11.10. VARIABLE PROVISIONS.

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

The first certificate pursuant to Section 4.03 shall be for the
fiscal year ending on the first March 31 to occur after the date of this
Indenture.

The reporting date for Section 7.06 is June 1 of each year. The
first reporting date is June 1, 1997.

The Trustee shall always have a combined capital and surplus
(including subordinated capital notes) of at least $50,000,000 as set forth
in its most recent published annual report of condition.

The Company's address is:

STATION CASINOS, INC.
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000

The Trustee's address is:

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

Attention: Corporate Trust Administrator

SECTION 11.11. GOVERNING LAW.

THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE AND THE NOTES, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF.

Section 11.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 11.13. SUCCESSORS.

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

Section 11.14. SEVERABILITY.

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

Section 11.15. QUALIFICATION OF INDENTURE.

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

Section 11.16. TABLE OF CONTENTS, HEADINGS, ETC.

The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

[SIGNATURE PAGES FOLLOW]

SIGNATURES

Dated: as of December 3, 1998 STATION CASINOS, INC.

By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------------

Attest:

/s/ Xxxxxxx X. Xxxxxx
--------------------------------

(SEAL)

Dated: as of December 3, 1998 FIRST UNION NATIONAL BANK

By: /s/ Xxxx X. Xxxxxxx
----------------------------------

Attest:

/s/ Xxxxx X. Xxxxxx
--------------------------------

(SEAL)

Exhibit A-1

(Face of Note)

8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2008

No. CUSIP No.
------------
No. $
------------
STATION CASINOS, INC.

promises to pay to

or registered assigns,

the principal sum of

Dollars on December 1, 2008

Interest Payment Dates: June 1 and December 1, commencing June 1, 1999

Record Dates: May 15 and November 15 (whether or not a Business Day)

A-1-1

IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed this ___ day of _________, 1998.

Dated:

STATION CASINOS, INC.

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

This is one of the Global Notes referred
to in the within-mentioned Indenture

FIRST UNION NATIONAL BANK,
as Trustee

By:
---------------------------------
(Authorized Signatory)

A-1-2

Back of Note)

8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2008

Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx) ("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein. (1)

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 (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 THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144 UNDER THE SECURITIES ACT, (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 THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

------------------
(1) This paragraph should be included only if the Note is issued in global
form.

A-1-3

Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. STATION CASINOS, INC., a Nevada corporation (the
"Company," which term includes any successor corporation under the Indenture
referred to herein), promises to pay interest on the principal amount of this
Note at the rate per annum shown above and shall pay the Liquidated Damages,
if any, payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest semi-annually on June 1 and
December 1 of each year, commencing June 1, 1999. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance of the Notes. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to the
persons who are registered Holders of the Notes at the close of business on
the record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date.
Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest and Liquidated
Damages, if any, in money of the United States that at the time of payment is
legal tender for payment of public and private debts. The Company, however,
may pay principal and interest and Liquidated Damages, if any, by check
payable in such money, which shall be mailed to a Holder's registered
address; provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Liquidated Damages, if any, on, all Global Notes and all other Certificated
Notes the Holders of which shall have provided wire transfer instructions to
the Company or the Paying Agent.

3. PAYING AGENT AND REGISTRAR. The Trustee will initially act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder. The
Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Company issued the Notes under an Indenture
dated as of December 3, 1998 (the "Indenture") by and between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act
of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms,
certain of which are summarized herein, and Noteholders are referred to the
Indenture and such Act for a statement of such terms. The Notes are
unsecured general obligations of the Company limited to $199,900,000 in
aggregate principal amount. The Indenture imposes certain limitations on,
among other things, the incurrence of indebtedness by the Company or any of
its Restricted Subsidiaries and the making of Restricted Payments and
Restricted Investments by the Company or any of its Restricted Subsidiaries.
In addition, the Indenture imposes certain limitations on transactions by the
Company or any of its Restricted Subsidiaries with Affiliates and Related
Persons and on the ability of the Company or any of its Restricted
Subsidiaries to restrict

A-1-4

distributions and dividends from Subsidiaries. The limitations are subject
to a number of important qualifications and exceptions.

5. OPTIONAL REDEMPTION. The Company may redeem the Notes in
whole or in part, at redemption prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon, if any,
and Liquidated Damages, if any, to the redemption date, if redeemed during
the 12-month period beginning December 1 of the years indicated below. The
Notes may not be so redeemed before December 1, 2003.

YEAR REDEMPTION PRICES

2003. . . . . . . . . . 103.328%
2004. . . . . . . . . . 102.219%
2005. . . . . . . . . . 101.109%
2006 and thereafter . . 100.000%

Notwithstanding the foregoing, each Holder by accepting a Note
agrees that if a record or beneficial owner of a Note is required by any
Gaming Authority to be found suitable, such owner shall apply for a finding
of suitability within 30 days after request of such Gaming Authority. The
applicant for a finding of suitability must pay all costs of the
investigation for such finding of suitability. If a record or beneficial
owner is required to be found suitable and is not found suitable by such
Gaming Authority, (a) such owner shall, upon request of the Company, dispose
of such owner's Notes within 30 days or within that time prescribed by such
Gaming Authority, whichever is earlier, or (b) the Company may, at its
option, redeem such owner's Notes at the lesser of (i) the principal amount
thereof or (ii) the price at which the Notes were acquired by such owner,
together with, in either case, Liquidated Damages, if any, and accrued
interest to the date of the finding of unsuitability by such Gaming
Authority, all as more fully provided in the Indenture.

6. NOTICE OF REDEMPTION. Notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at his registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. In the event of a redemption of less than all of the
Notes, the Notes will be chosen for redemption by the Trustee in accordance
with the Indenture. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.

If this Note is redeemed subsequent to a record date with respect
to any interest payment date specified above and on or prior to such interest
payment date, then any accrued interest will be paid to the person in whose
name this Note is registered at the close of business on such record date.

7. SUBORDINATION. The Notes are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before payments in respect of the
Notes may be made under the Notes and the Indenture. The Company agrees, and
each Noteholder by accepting a Note agrees, to the subordination

A-1-5

provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.

8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes shall be registered, and Notes
may only be exchanged, as provided in the Indenture. The Registrar may
require a holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Registrar need not exchange or register the transfer of
any Notes or portion of a Note selected for redemption. Also, the Registrar
need not exchange or register the transfer of any Note for a period of 15
days before a selection of Note to be redeemed.

9. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes, except as provided in paragraph 5
hereof.

10. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Notes may be amended with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes, and
certain existing defaults may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the
consent of any Noteholder, the Indenture or the Notes may be amended, among
other things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Noteholders in the case of mergers
and consolidations of the Company or to make any change that does not
adversely affect the rights of any Noteholder.

11. DEFAULTS AND REMEDIES. An Event of Default is: default in
payment of interest on the Notes for a period of 30 days; default in payment
of principal on the Notes; failure by the Company for 60 days after notice to
it to comply with any of its other agreements in the Indenture or the Notes
or, in the case of the failure to comply with certain specified covenants or
agreements, without such notice or passage of time; certain defaults under
and acceleration prior to maturity of certain other indebtedness of the
Company; certain final judgments which remain undischarged; certain events of
bankruptcy or insolvency; or a revocation, suspension, termination or
involuntary loss of a Gaming License which results in the cessation of
operation of the Company's casino business for more than 90 consecutive days.
If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately, except that in the case of
an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes become due and payable immediately without further
action or notice. Noteholders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

A-1-6

12. TRUSTEE DEALINGS WITH COMPANY. First Union National Bank,
the Trustee under the Indenture, in its individual or any other capacity, may
make loans to, accept deposits from and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as
if it were not Trustee.

13 CHANGE OF CONTROL. Upon the occurrence of a Change of
Control Triggering Event (as such term is defined in the Indenture), the
Holders shall have the right to require that the Company repurchase, and the
Company shall commence an offer to repurchase, all of the outstanding Notes
at a Repurchase Price in cash equal to 101% of the principal amount of such
Notes plus Liquidated Damages, if any, and accrued interest to the repurchase
date, upon the terms set forth in the Indenture.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation.
Each Noteholder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Notes.

15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

16. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of the date of
the Indenture, between the Company and the party named on the signature pages
thereof (the "Registration Rights Agreement").

17. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Noteholder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture, which has in it the text of this Note
in larger type. Request may be made to:

STATION CASINOS, INC.
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Chief Financial Officer

A-1-7

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

______________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

______________________________________________________________________________

______________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_______________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

Date:_________________

Your Signature:_____________________________________
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee.**/

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

** SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.

A-1-8

Option of Holder to Elect Purchase

If you want to elect to have this Note repurchased by the Company
pursuant to Section 4.12 of the Indenture, check the box: / /

If you want to elect to have only part of this Note repurchased by
the Company pursuant to Section 4.12 of the Indenture, state the amount
(which must be $1,000 or an integral multiple of $1,000): $_______________

Date:_________________

Your Signature:_____________________________________
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:____________________________________

Signature Guarantee.*

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

* SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.

A-1-9

SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES(2)

The following exchanges of a part of this Global Note for
Certificated Notes have been made:

Principal Amount of this Signature of
Amount of decrease in Amount of increase in Global Note authorized officer of
Principal Amount of Principal Amount of following such decrease Trustee or Note
Date of Exchange this Global Note this Global Note (or increase) Custodian
---------------- --------------------- --------------------- ------------------------ ---------------------

---------------
(2) TO BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.

A-1-10

Exhibit A-2

(Face of Regulation S Temporary Global Security)

8 7/8% Series A Senior Subordinated Notes due 2008

No. CUSIP No. ___________
No. $___________
STATION CASINOS, INC.

promises to pay to

or registered assigns,

the principal sum of

Dollars on December 1, 2008.

Interest Payment Dates: June 1 and December 1, commencing June 1, 1999

Record Dates: May 15 and November 15 (whether or not a Business Day)

Dated:

STATION CASINOS, INC.

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

This is one of the Global Notes referred
to in the within-mentioned Indenture (SEAL)

FIRST UNION NATIONAL BANK,
as Trustee

By:
--------------------------------
(Authorized Signatory)

A-2-1

(Back of Note)

8 7/8% Series A Senior Subordinated Notes due 2008

A-2-2

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
THEREON.

A-2-3

This Regulation S Temporary Global Note is issued in respect of an
issue of 8 7/8% Senior Subordinated Notes due 2008 (the "Notes") of the
Company.

Until this Regulation S Temporary Global Note is exchanged for
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled
to receive payments of interest hereon; until so exchanged in full, this
Regulation S Temporary Global Note shall in all other respects be entitled to
the same benefits as other Notes under the Indenture.

This Regulation S Temporary Global Note is exchangeable in whole
or in part for one or more Regulation S Permanent Global Notes or Rule 144A
Global Notes only (i) on or after the termination of the 40-day restricted
period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of all interest in this
Regulation S Temporary Global Note for one or more Regulation S Permanent
Global Notes or Rule 144A Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

This Regulation S Temporary Global Note shall not become valid or
obligatory until the certificate of authentication hereon shall have been
duly manually signed by the Trustee in accordance with the Indenture. This
Regulation S Temporary Global Note shall be governed by and construed in
accordance with the laws of the State of the New York. All references to
"$," "Dollars," "dollars" or "U.S. $" are to such coin or currency of the
United States of America as at the time shall be legal tender for the payment
of public and private debts therein.

Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. STATION CASINOS, INC., a Nevada corporation (the "Company,"
which term includes any successor corporation under the Indenture referred to
herein), promises to pay interest on the principal amount of this Note at the
rate per annum shown above and shall pay the Liquidated Damages, if any,
payable pursuant to Section 5 of the Registration Rights Agreement referred
to below. The Company will pay interest semi-annually on June 1 and December 1
of each year, commencing June 1, 1999. Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance of the Notes. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the persons who are
registered Holders of the Notes at the close of business on the record date
for the next interest payment date even though the Notes are cancelled after
the record date and on or before the interest payment date. Holders must
surrender the Notes to a Paying Agent to collect principal payments. The
Company will pay principal and interest and Liquidated Damages, if any, in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company, however, may pay principal
and interest and Liquidated Damages, if any, by check payable in such money,
which shall be mailed to a Holder's registered address; provided that payment
by wire transfer of immediately available funds will be required with respect
to principal of and

A-2-4

interest, premium and Liquidated Damages, if any, on, all Global Notes and
all other Certificated Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent.

3. PAYING AGENT AND REGISTRAR. The Trustee will initially act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-registrar without prior notice to any Noteholder. The Company or any of
its Subsidiaries may act in any such capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated as of
December 3, 1998 (the "Indenture") by and between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms,
certain of which are summarized herein, and Noteholders are referred to the
Indenture and such Act for a statement of such terms. The Notes are
unsecured general obligations of the Company limited to $199,900,000 in
aggregate principal amount. The Indenture imposes certain limitations on,
among other things, the incurrence of indebtedness by the Company or any of
its Restricted Subsidiaries and the making of Restricted Payments and
Restricted Investments by the Company or any of its Restricted Subsidiaries.
In addition, the Indenture imposes certain limitations on transactions by the
Company or any of its Restricted Subsidiaries with Affiliates and Related
Persons and on the ability of the Company or any of its Restricted
Subsidiaries to restrict distributions and dividends from Subsidiaries. The
limitations are subject to a number of important qualifications and
exceptions.

5. OPTIONAL REDEMPTION. The Company may redeem the Notes in whole or in
part, at redemption prices (expressed in percentages of principal amount) set
forth below, plus accrued and unpaid interest thereon, if any, and Liquidated
Damages, if any, to the redemption date, if redeemed during the 12-month
period beginning December 1 of the years indicated below. The Notes may not
be so redeemed before December 1, 2003.

Year Redemption Prices
---- -----------------

2003. . . . . . . . . . . . . . . 103.328%
2004. . . . . . . . . . . . . . . 102.219%
2005. . . . . . . . . . . . . . . 101.109%
2006 and thereafter . . . . . . . 100.000%

A-2-5

owner's Notes at the lesser of (i) the principal amount thereof or (ii) the
price at which the Notes were acquired by such owner, together with, in
either case, Liquidated Damages, if any, and accrued interest to the date of
the finding of unsuitability by such Gaming Authority, all as more fully
provided in the Indenture.

6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder of Notes
to be redeemed at his registered address. Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000. In the
event of a redemption of less than all of the Notes, the Notes will be chosen
for redemption by the Trustee in accordance with the Indenture. On and after
the redemption date, interest ceases to accrue on Notes or portions of them
called for redemption.

7. SUBORDINATION. The Notes are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before payments in respect of the Notes may be made
under the Notes and the Indenture. The Company agrees, and each Noteholder
by accepting a Note agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.

8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes shall be registered, and Notes may only be exchanged,
as provided in the Indenture. The Registrar may require a holder, among
other things, to furnish appropriate endorsements and transfer documents and
to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not exchange or register the transfer of any Notes or portion
of a Note selected for redemption. Also, the Registrar need not exchange or
register the transfer of any Note for a period of 15 days before a selection
of Note to be redeemed.

9. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes, except as provided in paragraph 5 hereof.

10. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or
the Notes may be amended with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes, and certain
existing defaults may be waived with the consent of the Holders of a majority
in principal amount of the then outstanding Notes. Without the consent of
any Noteholder, the Indenture or the Notes may be amended, among other
things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Noteholders in the case of mergers
and consolidations of the Company or to make any change that does not
adversely affect the rights of any Noteholder.

A-2-6

11. DEFAULTS AND REMEDIES. An Event of Default is: default in payment of
interest on the Notes for a period of 30 days; default in payment of
principal on the Notes; failure by the Company for 60 days after notice to it
to comply with any of its other agreements in the Indenture or the Notes or,
in the case of the failure to comply with certain specified covenants or
agreements, without such notice or passage of time; certain defaults under
and acceleration prior to maturity of certain other indebtedness of the
Company; certain final judgments which remain undischarged; certain events of
bankruptcy or insolvency; or a revocation, suspension, termination or
involuntary loss of a Gaming License which results in the cessation of
operation of the Company's casino business for more than 90 consecutive days.
If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable immediately, except that in the case of
an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes become due and payable immediately without further
action or notice. Noteholders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

12. TRUSTEE DEALINGS WITH COMPANY. First Union National Bank, the Trustee
under the Indenture, in its individual or any other capacity, may make loans
to, accept deposits from and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee.

13. CHANGE OF CONTROL. Upon the occurrence of a Change of Control
Triggering Event (as such term is defined in the Indenture), the Holders
shall have the right to require that the Company repurchase, and the Company
shall commence an offer to repurchase, all of the outstanding Notes at a
Repurchase Price in cash equal to 101% of the principal amount of such Notes
plus Liquidated Damages, if any, and accrued interest to the repurchase date,
upon the terms set forth in the Indenture.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation.
Each Noteholder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Notes.

15. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

16. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In
addition to the rights provided to Holders of Notes under the Indenture,
Holders of Transferred Restricted Securities shall have all the rights set
forth in the Registration Rights Agreement dated as of the date of the

A-2-7

Indenture, between the Company and the party named on the signature pages
thereof (the "Registration Rights Agreement").

17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture, which has in it the text of this Note
in larger type. Request may be made to:

STATION CASINOS, INC.
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Chief Financial Officer

A-2-8

SCHEDULE OF EXCHANGES FOR GLOBAL NOTES

The following exchanges of a part of this Regulation S Temporary
Global Note for other Global Notes have been made:

A-2-9

Exhibit B-1

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE
(Pursuant to Section 2.06(a)(i) of the Indenture)

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administrator

Re: 8 7/8% Senior Subordinated Notes due 2008 of Station Casinos, Inc.

Reference is hereby made to the Indenture, dated as of December 3,
1998 (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company")
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

This letter relates to $_______ principal amount of Notes which
are evidenced by one or more Rule 144A Global Notes (CUSIP No._________) and
held with the Depository in the name of ____________________________ (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes to a person who will take delivery thereof in the form
of an equal principal amount of Notes evidenced by one or more Regulation S
Global Notes (CUSIP No. __________), which amount, immediately after such
transfer, is to be held with the Depository.

In connection with such request and in respect of such Notes, the
Transferor hereby certifies that such transfer has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to
and in accordance with Rule 903 or Rule 904 under the United States
Securities Act of 1933, as amended (the "Securities Act"), and accordingly
the Transferor hereby further certifies that:

(1) The offer of the Notes was not made to a person in the United
States;

(2) either:

(a) at the time the buy order was originated, the transferee
was outside the United States or the Transferor and any person acting
on its behalf reasonably believed and believes that the transferee
was outside the United States; or

(b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither the
Transferor nor any person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States;

B-1-1

(3) no directed selling efforts have been made in contravention of
the requirements of Rule 904(b) of Regulation S;

(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

(5) upon completion of the transaction, the beneficial interest
being transferred as described above is to be held with the
Depository.

Upon giving effect to this request to exchange a beneficial
interest in a Rule 144A Global Note for a beneficial interest in a
Regulation S Global Note, the resulting beneficial interest shall be
subject to the restrictions on transfer applicable to Regulation S
Global Notes pursuant to the Indenture and the Securities Act and, if
such transfer occurs prior to the end of the 40-day restricted period
associated with the initial offering of Notes, the additional
restrictions applicable to transfers of interest in the Regulation S
Temporary Global Note.

This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, NationsBanc Xxxxxxxxxx
Securities LLC, Xxxxxxxxxxx Xxxxxxx Securities, Inc., Bear, Xxxxxxx &
Co. Inc., XX Xxxxx Securities Corporation, and CIBC Xxxxxxxxxxx
Corp., the initial purchasers of such Notes being transferred. Terms
used in this certificate and not otherwise defined in the Indenture
have the meanings set forth in Regulation S under the Securities Act.

___________________________
[Insert Name of Transferor]

By: _______________________
Name:
Title:

Dated:_______________, ____

cc: Station Casinos, Inc.

B-1-2

Exhibit B-2

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE
(Pursuant to Section 2.06(a)(ii) of the Indenture)

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administrator

Re: 8 7/8% Senior Subordinated Notes due 2008 of Station Casinos, Inc.

This letter relates to $_______ principal amount of Notes which are
evidenced by one or more Regulation S Global Note (CUSIP No. __________) and
held with the Depository in the name of ____________________________ (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes to a person who will take delivery thereof in the form
of an equal principal amount of Notes evidenced by one or more Rule 144A
Global Notes (CUSIP No. _________), to be held with the Depository.

In connection with such request and in respect of such Notes, the
Transferor hereby certifies that:

[CHECK ONE]

/ / such transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further
certifies that the Notes are being transferred to a person that the
Transferor reasonably believes is purchasing the Notes for its own account,
or for one or more accounts with respect to which such person exercises
sole investment discretion, and such person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A;

/ / such transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;

B-2-1

/ / such transfer is being effected pursuant to an effective registration
statement under the Securities Act;

/ / such transfer is being effected pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A or
Rule 144, and the Transferor hereby further certifies that the Notes are
being transferred in compliance with the transfer restrictions applicable
to the Global Notes and in accordance with the requirements of the
exemption claimed, which certification is supported by an Opinion of
Counsel, provided by the transferor or the transferee (a copy of which the
Transferor has attached to this certification) in form reasonably
acceptable to the Company and to the Registrar, to the effect that such
transfer is in compliance with the Securities Act;

and such Notes are being transferred in compliance with any applicable blue
sky securities laws of any state of the United States.

Upon giving effect to this request to exchange a beneficial
interest in Regulation S Global Notes for a beneficial interest in Rule 144A
Global Notes, the resulting beneficial interest shall be subject to the
restrictions on transfer applicable to Rule 144A Global Notes pursuant to the
Indenture and the Securities Act.

This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxxxxxxx
Xxxxxxx Securities, Inc., Bear, Xxxxxxx & Co. Inc., XX Xxxxx Securities
Corporation, and CIBC Xxxxxxxxxxx Corp., the initial purchasers of such Notes
being transferred. Terms used in this certificate and not otherwise defined
in the Indenture have the meanings set forth in Regulation S under the
Securities Act.

___________________________
[Insert Name of Transferor]

By: _______________________
Name:
Title:

Dated:_______________, ____

cc: Station Casinos, Inc.

B-2-2

Exhibit B-3

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
OF CERTIFICATED NOTES
(Pursuant to Section 2.06(b) of the Indenture)

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administrator

Re: 8 7/8% Senior Subordinated Notes due 2008 of Station Casinos, Inc.

In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

[CHECK ONE]

/ / the Surrendered Notes are being acquired for the Transferor's own account,
without transfer;

/ / the Surrendered Notes are being transferred to the Company;

/ / the Surrendered Notes are being transferred pursuant to and in accordance
with Rule 144A under the United States Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, the Transferor hereby further
certifies that the Surrendered Notes are being transferred to a person that
the Transferor reasonably believes is purchasing the Surrendered Notes for
its own account, or for one or more accounts with respect to which such
person exercises sole investment discretion, and such person and each such
account is a "qualified institutional buyer" within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of
Rule 144A;

/ / the Surrendered Notes are being transferred in a transaction permitted by
Rule 144 under the Securities Act;

B-3-1

/ / the Surrendered Notes are being transferred pursuant to an effective
registration statement under the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxxxxxxx
Xxxxxxx Securities, Inc., Bear, Xxxxxxx & Co. Inc., XX Xxxxx Securities
Corporation, and CIBC Xxxxxxxxxxx Corp., the initial purchasers of such Notes
being transferred. Terms used in this certificate and not otherwise defined
in the Indenture have the meanings set forth in Regulation S under the
Securities Act.

___________________________
[Insert Name of Transferor]

By: _______________________
Name:
Title:

Dated:_______________, ____

cc: Station Casinos, Inc.

B-3-2

Exhibit B-4

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM RULE 144A GLOBAL NOTE OR REGULATION S PERMANENT GLOBAL NOTE
TO CERTIFICATED NOTE

(Pursuant to Section 2.06(c) of the Indenture)

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administrator

Re: 8 7/8% Senior Subordinated Notes due 2008 of Station Casinos,
Inc.

Reference is hereby made to the Indenture, dated as of December 3,
1998 (the "Indenture"), among Station Casinos, Inc., as issuer (the
"Company") and First Union National Bank, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

This letter relates to $_______ principal amount of Notes which
are evidenced by one or more Rule 144A Global Notes (CUSIP No.__________) or
Regulation S Permanent Global Note (CUSIP No. __________) and held with the
Depository in the name of ____________________________ (the "Transferor").
The Transferor has requested a transfer of such beneficial interest in the
Notes to a person who will take delivery thereof in the form of an equal
principal amount of Notes evidenced by one or more Certificated Notes (CUSIP
No. __________), which amount, immediately after such transfer, is to be held
with the Depository.

In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

[CHECK ONE]

/ / the Surrendered Notes are being transferred to the beneficial owner of such
Notes;

B-4-1

is a "qualified institutional buyer" within the meaning of Rule 144A, in
each case in a transaction meeting the requirements of Rule 144A;

/ / the Surrendered Notes are being transferred in a transaction permitted by
Rule 144 under the Securities Act;

/ / the Surrendered Notes are being transferred pursuant to an effective
registration statement under the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated, NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxxxxxxx
Xxxxxxx Securities, Inc., Bear, Xxxxxxx & Co. Inc., XX Xxxxx Securities
Corporation, and CIBC Xxxxxxxxxxx Corp., the initial purchasers of such Notes
being transferred. Terms used in this certificate and not otherwise defined
in the Indenture have the meanings set forth in Regulation S under the
Securities Act.

-----------------------------------
[Insert Name of Transferor]

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

Dated: _____________, _____

cc: Station Casinos, Inc.

B-4-2

Exhibit B-5

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM CERTIFICATED NOTE TO RULE 144A GLOBAL NOTE OR
REGULATION S PERMANENT GLOBAL NOTE

(Pursuant to Section 2.06(e) of the Indenture)

FIRST UNION NATIONAL BANK
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Corporate Trust Administrator

Re: 8 7/8% Senior Subordinated Notes due 2008 of Station Casinos,
Inc.

Reference is hereby made to the Indenture, dated as of December 3,
1998 (the "Indenture"), among Station Casinos, Inc., as issuer (the
"Company") and First Union National Bank, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

[CHECK ONE]

/ / the Surrendered Notes are being transferred to the beneficial owner of such
Notes;

/ / the Surrendered Notes are being transferred pursuant to and in accordance
with Rule 144A under the United States Securities Act of 1933, as amended
(the "Securities Act"), and, accordingly, the Transferor hereby further
certifies that the Surrendered Notes are being transferred to a person that
the Transferor reasonably believes is purchasing the Surrendered Notes for
its own account, or for one or more accounts with respect to which such
person exercises sole investment discretion, and such person and each such
account is a "qualified institutional buyer" within the meaning of Rule
144A, in each case in a transaction meeting the requirements of Rule 144A;

/ / the Surrendered Notes are being transferred in a transaction permitted by
Rule 144 under the Securities Act;

B-5-1

/ / the Surrendered Notes are being transferred in a transaction permitted by
Rule 904 under the Securities Act;

/ / the Surrendered Notes are being transferred pursuant to an effective
registration statement under the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated, NationsBanc Xxxxxxxxxx Securities LLC, Xxxxxxxxxxx
Xxxxxxx Securities, Inc., Bear, Xxxxxxx & Co. Inc., XX Xxxxx Securities
Corporation, and CIBC Xxxxxxxxxxx Corp., the initial purchasers of such Notes
being transferred. Terms used in this certificate and not otherwise defined
in the Indenture have the meanings set forth in Regulation S under the
Securities Act.

------------------------------------
[Insert Name of Transferor]

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

Dated: _____________, _____

cc: Station Casinos, Inc.

B-5-2

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Table of Contents

STATION CASINOS, INC. -------------------- $199,900,000 8 7/8% Senior Subordinated Notes Due 2008 -------------------- INDENTURE Dated as of December 3, 1998 -------------------- FIRST UNION NATIONAL BANK TRUSTEE TABLE OF CONTENTS

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