S-3

     As filed with the Securities and Exchange Commission on June 13, 2002
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                         PINNACLE ENTERTAINMENT, INC.
                and Additional Subsidiary Guarantor Registrants
                    (See Table of Other Registrants Below)
            (Exact Name of Registrant as Specified in Its Charter)

                     Delaware                  95-3667491
                  (State or Other
                  Jurisdiction of
                 Incorporation or           (I.R.S. Employer
                   Organization)         Identification Number)

                     330 North Brand Boulevard, Suite 1100
                        Glendale, California 91203-2308
                                (818) 662-5900
              (Address, Including Zip Code, and Telephone Number,
       Including Area Code, of Registrant's Principal Executive Offices)

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

                             Loren S. Ostrow, Esq.
                         Pinnacle Entertainment, Inc.
                     330 North Brand Boulevard, Suite 1100
                        Glendale, California 91203-2308
                                (818) 662-5900
               (Name, Address, Including Zip Code, and Telephone
              Number, Including Area Code, of Agent for Service)

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

                                   COPY TO:

                             Alvin G. Segel, Esq.
                              Irell & Manella LLP
                      1800 Avenue of the Stars, Suite 900
                         Los Angeles, California 90067
                                (310) 277-1010

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

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this Registration Statement becomes effective.

   If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [_] ________

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]



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

                        CALCULATION OF REGISTRATION FEE

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


           Title of Each             Proposed Maximum  Proposed Maximum   Aggregate
        Class of Securities            Amount to be   Offering Price Per  Offering       Amount of
         to be Registered            Registered(1)(2)     Unit(1)(2)     Price(1)(2)  Registration Fee
- ------------------------------------------------------------------------------------------------------
                                                                          
Debt Securities(3)(4)...............
- ------------------------------------------------------------------------------------------------------
Preferred Stock(4)(5)...............
- ------------------------------------------------------------------------------------------------------
Depositary Shares(4)(6).............
- ------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per
  share(4)(7).......................
- ------------------------------------------------------------------------------------------------------
Warrants to Purchase Common
  Stock(4)(8).......................
- ------------------------------------------------------------------------------------------------------
Guarantees of the Debt Securities(9)
- ------------------------------------------------------------------------------------------------------
TOTAL...............................   $500,000,000          100%        $500,000,000    $46,000.00

================================================================================
(1) We or the selling stockholders, as applicable, will determine the proposed
    maximum offering price per unit from time to time in connection with
    issuances of securities registered hereunder. The proposed maximum
    aggregate offering price has been estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o) under the
    Securities Act of 1933, as amended.
(2) Not applicable pursuant to General Instruction II.D of Form S-3 under the
    Securities Act of 1933.
(3) There is being registered hereunder an indeterminate principal amount of
    debt securities of our company as may be offered or sold from time to time
    by us. If any debt securities are issued at an original issue discount,
    then the offering price shall be in such greater principal amount as shall
    result in an aggregate initial offering price not to exceed $500,000,000.
(4) Includes such indeterminate amount of securities of our company as may be
    issued upon conversion of or exchange for, as the case may be, any other
    securities registered hereunder.
(5) There is being registered hereunder an indeterminate number of shares of
    preferred stock as may be sold from time to time by us.
(6) There is being registered hereunder an indeterminate number of depositary
    shares as may be sold from time to time by us.
(7) There is being registered hereunder an indeterminate number of shares of
    our common stock as may be sold from time to time by us. Also includes an
    indeterminate number of shares of our common stock which may be offered by
    certain selling stockholders.
(8) There is being registered hereunder an indeterminate number of warrants to
    purchase common stock as may be sold from time to time by us.
(9) No separate consideration will be received for the Guarantees.

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

   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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



                               OTHER REGISTRANTS



            Exact Name of Registrant                 State or Other Jurisdiction       I.R.S. Employer
           as Specified in its Charter             of Incorporation or Organization Identification Number
           ---------------------------             -------------------------------- ---------------------
                                                                              
Belterra Resort Indiana, LLC......................           Nevada                      93-1199012
Biloxi Casino Corp................................           Mississippi                 64-0814408
Boomtown, Inc.....................................           Delaware                    94-3044204
Boomtown Hotel & Casino, Inc......................           Nevada                      88-0101849
Casino Magic Corp.................................           Minnesota                   64-0817483
Casino One Corporation............................           Mississippi                 64-0814345
Crystal Park Hotel and Casino Development Company,
  LLC.............................................           California                  95-4595453
HP/Compton, Inc...................................           California                  95-4545471
Louisiana-I Gaming, a Louisiana Partnership in
  Commendam.......................................           Louisiana                   72-1238179
Louisiana Gaming Enterprises, Inc.................           Louisiana                   72-1229201
PNK (Bossier City), Inc...........................           Louisiana                   64-0878110
PNK (Lake Charles), LLC...........................           Louisiana                   02-0614452
PNK Development 1, Inc............................                                       Applied
                                                             Delaware                    For
PNK Development 2, Inc............................                                       Applied
                                                             Delaware                    For
PNK Development 3, Inc............................                                       Applied
                                                             Delaware                    For




The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
securities and exchange commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED JUNE 13, 2002

PROSPECTUS

                         PINNACLE ENTERTAINMENT, INC.

                                 $500,000,000

                                DEBT SECURITIES

                                PREFERRED STOCK

                               DEPOSITARY SHARES

                                 COMMON STOCK

                       WARRANTS TO PURCHASE COMMON STOCK

[LOGO] Pinnacle Entertainment, Inc.

   We may offer and sell, from time to time, in one or more classes or series
and in amounts, at prices and on terms that we will determine at the time of
offering, with an aggregate initial offering price not exceeding $500,000,000:

  .   debt securities, which may consist of debentures, notes or other types of
      debt;

  .   shares of preferred stock;

  .   shares of preferred stock represented by depositary shares;

  .   shares of common stock; and

  .   warrants to purchase common stock.

   Certain of our stockholders also may offer and sell common stock under this
prospectus. The aggregate offering price of securities covered by this
prospectus includes any common stock sold by such stockholders.

   We will provide the specific terms of these securities in supplements to
this prospectus. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT
DECISION.

   Our common stock trades on the New York Stock Exchange under the symbol
"PNK." If we decide to list or seek a quotation for any other securities, the
prospectus supplement relating thereto will disclose the exchange or market on
which such securities will be listed or quoted.

    INVESTING IN THESE SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY REVIEW
THE INFORMATION THAT WILL BE CONTAINED IN THE PROSPECTUS SUPPLEMENT UNDER THE
HEADING "RISK FACTORS."

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

   Neither the Securities and Exchange Commission, the Louisiana Gaming Control
Board, the Indiana Gaming Commission, the Mississippi Gaming Commission, the
Nevada Gaming Commission, the Nevada State Gaming Control Board, nor any other
regulatory agency of any other state has passed upon the adequacy or accuracy
of this prospectus or the investment merits of the securities offered hereby.
Any representation to the contrary is unlawful.

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

                The date of this prospectus is           , 2002



                               TABLE OF CONTENTS



                                                                Page
                                                                ----
                                                            
          About this Prospectus...............................       i
          Where You Can Find More Information.................       i
          Disclosure Regarding Forward-Looking Statements.....     iii
          Pinnacle Entertainment..............................       1
          Ratio of Earnings to Fixed Charges..................       4
          Use of Proceeds.....................................       4
          Description of Debt Securities......................       5
          Description of Preferred Stock and Depositary Shares      13
          Description of Common Stock.........................      18
          Description of Warrants.............................      21
          Government Regulations and Gaming Issues............      23
          Selling Stockholders................................      38
          Plan of Distribution................................      38
          Legal Matters.......................................      40
          Experts.............................................      40


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

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, which we refer to as the SEC, using the
SEC's shelf registration rules. Under the shelf registration rules, using this
prospectus, together with a prospectus supplement, we and the selling
stockholders collectively may sell from time to time, in one or more offerings,
any of the securities described in this prospectus having a total initial
offering price not exceeding $500,000,000.

   In this prospectus "Pinnacle Entertainment," "the company," "we," "us," and
"our" refer to Pinnacle Entertainment, Inc., a Delaware corporation, and its
consolidated subsidiaries, unless the context otherwise requires.

   This prospectus provides you with a general description of the securities we
may sell. Each time we sell securities under this prospectus, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. We use market and industry data
throughout this prospectus that we have obtained from market research, publicly
available information and industry publications. These sources generally state
that the information that they provide has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information are
not guaranteed. The market and industry data is often based on industry surveys
and the preparers' experience in the industry. Similarly, although we believe
that the surveys and market research that others have performed are reliable,
we have not independently verified this information. You should read this
prospectus, the applicable prospectus supplement and the additional information
described below under "Where You Can Find More Information" before making an
investment decision.

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information we file with the SEC at its public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our
filings are also available to the public on the Internet, through a

                                       i



database maintained by the SEC at http://www.sec.gov.

   We filed a registration statement on Form S-3 to register with the SEC the
securities described in this prospectus. This prospectus is part of that
registration statement. As permitted by SEC rules, this prospectus does not
contain all the information contained in the registration statement or the
exhibits to the registration statement. You may refer to the registration
statement and accompanying exhibits for more information about us and our
securities.

   The SEC allows us to incorporate by reference into this document the
information we have filed with it. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this document, unless and until that information is
updated and superseded by the information contained in this document or any
information subsequently incorporated by reference.

   We incorporate by reference the documents listed below:

      1. Our annual report on Form 10-K for the year ended December 31, 2001;

      2. Our amendment to our annual report on Form 10-K for the year ended
   December 31, 2001 filed on April 30, 2002;

      3. Our quarterly report on Form 10-Q for the quarter ended March 31, 2002;

      4. Our current report on Form 8-K filed on April 11, 2002;

      5. Our current report on Form 8-K filed on May 3, 2002;

      6. Our current report on Form 8-K filed on May 30, 2002; and

      7. The description of our common stock contained in our registration
   statement on Form 8-A/A filed on August 10, 2001.

   You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                         Pinnacle Entertainment, Inc.
                              Investor Relations
                           330 North Brand Boulevard
                                  Suite 1100
                          Glendale, California 91203
                                (818) 662-5900

   Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference.

   We also incorporate by reference all future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(i) on or after the date of the filing of the registration statement containing
this prospectus and prior to the effectiveness of such registration statement
and (ii) on or after the date of this prospectus and prior to the termination
of the offering made hereby. Such documents will become a part of this
prospectus from the date that the documents are filed with the SEC.

   You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer and sale is not permitted. You should assume that

                                      ii



the information appearing or incorporated by reference in this prospectus is
accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operation and prospects may have
changed since that date.

                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

   Some of the statements in this prospectus, any prospectus supplement and any
documents incorporated by reference may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities and Exchange Act of 1934, as amended. Words
such as, but not limited to, "believe," "expect," "anticipate," "estimate,"
"intend," "plan," and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements, which may include,
without limitation, statements regarding our expansion plans, cash needs, cash
reserves, liquidity, operating and capital expenses, financing options, expense
reductions and earnings and other operating results, are subject to a variety
of risks and uncertainties that could cause actual results to differ materially
from those anticipated by our management. Factors that may cause our actual
performance to differ materially from that contemplated by such forward-looking
statements include, among others:

  .   any failure to comply with the conditions negotiated with the Louisiana
      Gaming Control Board for our casino development project in Lake Charles,
      Louisiana, and our ability to complete the project on time and on budget;

  .   a failure to improve results at the Belterra Casino Resort and the
      effectiveness of management at the Belterra Casino Resort in containing
      costs without negatively affecting revenues, customer service or efforts
      to expand the number of customers visiting the property;

  .   a failure to settle the harassment lawsuits by two former Belterra
      employees and the related investigation of the Indiana Gaming Commission,
      including any related fine, suspension or termination of Belterra's
      license, or other serious disciplinary action, and other charges, on
      reasonable terms;

  .   changes in gaming laws and regulations, including the expansion of casino
      gaming in states in which we operate (or in states bordering the states
      in which we operate), such as the expansion of Indian gaming in
      California and Louisiana and the introduction of casino gaming in
      Kentucky, Ohio or Arkansas;

  .   the effectiveness of the planned capital improvements at our Bossier City
      casino in drawing additional customers to the property despite
      significant competition in the local market;

  .   the effectiveness of the planned new hotel tower at the Belterra Casino
      Resort in enhancing Belterra's status as a regional resort property and
      in increasing utilization of its casino and other facilities;

  .   the effect of current and future weather conditions and other natural
      events affecting the key markets in which we operate;

  .   the amount and effect of future impairment charges under Statement of
      Financial Accounting Standards No. 121 and Statement of Financial
      Accounting Standards No. 142;

  .   any failure to obtain adequate financing to meet strategic goals,
      including financing for the Lake Charles project;

  .   any failure to obtain or retain gaming licenses or regulatory approvals,
      or the limitation, conditioning, suspension or revocation of any existing
      gaming license;

  .   risks associated with substantial indebtedness, leverage, debt service
      and liquidation;

  .   loss or retirement of key executives;

  .   risks related to pending litigation and the possibility of future
      litigation;

  .   increased competition from casino operators who have more resources and
      have built or are building competitive casino properties;

                                      iii



  .   increases in existing taxes or the imposition of new taxes on gaming
      revenues or gaming devices;

  .   adverse changes in the public perception and acceptance of gaming and the
      gaming industry;

  .   the impact of fuel and transportation costs on the willingness of
      customers to travel by automobile to our casino properties; and

  .   other adverse changes in the gaming markets in which we operate.

   In addition, these statements could be affected by general domestic and
international economic and political conditions, including slowdowns in the
economy, uncertainty as to the future direction of the economy and
vulnerability of the economy to domestic or international incidents, as well as
market conditions in our industry. For a more detailed discussion of certain of
these factors, see the section entitled "Risk Factors" in the applicable
prospectus supplement and "Factors Affecting Future Operating Results" in our
most recent Form 10-K and Form 10-Q (incorporated by reference in this
prospectus) and similar sections in our future filings which are incorporated
by reference in this prospectus, which describe risks and factors that could
cause results to differ materially from those projected in such forward-looking
statements. We caution the reader that these risk factors may not be
exhaustive. We operate in a continually changing business environment, and new
risk factors emerge from time to time. Management cannot predict such new risk
factors, nor can it assess the impact, if any, of such new risk factors on our
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those projected in any
forward-looking statements.

                                      iv



                         PINNACLE ENTERTAINMENT, INC.

   We are a diversified, multi-jurisdictional owner and operator of gaming
entertainment facilities in growing gaming markets. We own and operate five
properties in the United States, located in southeastern Indiana; Reno, Nevada;
Bossier City and New Orleans, Louisiana; and Biloxi, Mississippi. We also own
and operate two casinos in Argentina and we receive lease income from two card
clubs and own 97 acres of vacant land in southern California.

Properties

   The following table summarizes certain features of each of our properties as
of June 6, 2002:



                                                       Customer
                                          Type of       Feeder       Slot    Table Hotel
               Property                   Facility      Market     Machines  Games Rooms
               --------                  ---------- -------------- --------  ----- -----
                                                                    
Boomtown New Orleans, LA................ Dockside   Local           1,477      44     --
Casino Magic Biloxi, MS................. Dockside   Regional        1,338      31    378
Casino Magic/Boomtown--Bossier, LA...... Dockside   Regional        1,144(3)   36    188
Belterra-Vevay, IN...................... Riverboat  Regional        1,357      47    308
Boomtown Reno, NV....................... Land-based Local/Regional  1,318      37    318
Casino Magic Argentina(1)............... Land-based Local             615      49     --
Card Clubs, Los Angeles, CA(2).......... Land-based Local              --     141    237
                                                                    -----     ---  -----
   Property Total.......................                            7,249     385  1,429

- --------
(1) Data presents the combined operations of the two facilities we operate in
    Argentina.
(2) Data presents the combined operations of two card clubs in California that
    we lease to a third-party operator.
(3) Data presents the number of slot machines we anticipate will be operational
    upon completion of renovation of this property in early July 2002.

   Our principal properties include:

   Boomtown New Orleans.  Boomtown New Orleans is a locals-oriented dockside
riverboat casino. The property features an 88,000 square foot adjoining
building which includes two restaurants, a deli, a 350-seat nightclub, 21,000
square feet of meeting space and an amusement center. The property opened in
1994 and is located on a 54-acre site in Harvey, Louisiana, across the
Mississippi River and approximately 10 miles from downtown New Orleans.

   Casino Magic Biloxi.  Casino Magic Biloxi is a regional resort property
built around a dockside riverboat casino. The property also features a 378
guest-room hotel, four restaurants, 6,600 square feet of convention space and a
health club. In 2001, the property was awarded a 4 diamond rating from AAA. The
property opened in 1993 and is located on a 16-acre site in Biloxi, Mississippi.

   Casino Magic/Boomtown--Bossier.  Our Bossier City property is a regional
resort property built around a dockside riverboat casino. We expect to
substantially complete a $25 million renovation and expansion of the Bossier
City property in July 2002. The renovation and expansion, which includes
rebranding the property from "Casino Magic" to "Boomtown", is designed to
enhance the property's status as a regional resort. The property opened in 1996
and is located on 23 acres of land in Bossier City, Louisiana directly off, and
highly visible from, Interstate 20, a major thoroughfare connecting
Shreveport/Bossier City to Dallas/Fort Worth.

   Belterra Casino Resort.   Belterra is a regional resort property built
around a cruising riverboat casino. It also features a 15-story, 308 guest-room
hotel, six restaurants, a 1,500 seat entertainment showroom, a spa and a Tom
Fazio-designed 18-hole golf course. The property opened in October 2000 and is
located on 315 acres of land along the Ohio River in southeastern Indiana,
approximately 45 miles southwest of downtown Cincinnati, Ohio, and 70 miles
northeast of Louisville, Kentucky. We intend to begin construction of a new $30
million 300

                                      1



guest-room hotel tower in early 2003 and to complete construction in 2004. We
believe the new hotel tower will enhance Belterra's status as a regional resort
property and will increase utilization of the resort's casino and other
facilities.

   Boomtown Reno.  Boomtown Reno is a land-based casino. The property features
318 guest-rooms, four restaurants, two large fueling facilities, an RV park, a
25,000 square foot amusement center (including a motion simulator theater) and
over 10,000 square feet of meeting space. The facility has been operating for
over 30 years and is located on a portion of our 569 acres of land near Verdi,
Nevada, directly off Interstate 80, the primary highway connecting Northern
California to Northern Nevada and most of the rest of the United States.

Our Strategy and Competitive Strengths

   Our strategy is to grow our revenues, cash flow and earnings through
internal growth initiatives, including a disciplined capital expenditure
program at our existing properties and the strategic development or acquisition
of gaming properties in attractive gaming markets.

   We believe that the following key competitive strengths will contribute to
the successful implementation of our strategy:

  .   High Quality Properties in Attractive Locations

      We own high quality casino properties in attractive locations. We are
      committed to maintaining the quality of our properties by offering
      up-to-date slot machine product, presenting fresh entertainment offerings
      and renovating and improving our facilities wherever necessary. Most of
      our properties have either opened or been extensively refurbished within
      the past five years.

  .   Significant Near-Term Development Planned

      We believe our new development in Lake Charles, the Belterra expansion
      and the Bossier City renovation will provide substantial earnings growth.

  .   Significant Opportunities to Further Develop Our Properties

      Several of our resorts occupy only a portion of their sites, allowing us
      ample opportunities to add casino capacity, guestrooms and other
      facilities, as our markets grow and demand warrants.

  .   Geographically Diversified Portfolio

      We own five U.S. properties, each in a distinct market. Our regional
      diversification reduces our dependence on any one market, while providing
      us with an opportunity to build a diversified base of gaming customers.
      This diversification will be enhanced upon the opening of our Lake
      Charles project. In the 12 months ended March 31, 2002, no one property
      accounted for more than one third of our cash flow. We intend to broaden
      the diversification of our portfolio of properties through the continued
      pursuit of development opportunities and strategic acquisitions in
      attractive gaming markets.

  .   Well-Positioned to Expand Into New Jurisdictions

      Historically, some states have legalized gaming to reduce budget
      shortfalls. According to the National Association of State Budget
      Officers, as of June 11, 2002, there are currently an estimated 45 states
      with projected budget shortfalls for fiscal 2002. We believe we are
      well-positioned to enter into and successfully compete in any such new
      market that may elect to introduce or expand gaming.

  .   Experienced Management Team

      Our executive and property-level management teams, led by Daniel R. Lee
      and Wade W. Hundley, have extensive industry experience and an
      established record of developing, acquiring, integrating and

                                      2



      operating gaming facilities. On April 11, 2002, we announced that we
      hired Daniel R. Lee, formerly the Chief Financial Officer and Senior Vice
      President-Development of Mirage Resorts, to become our Chief Executive
      Officer and Chairman of the Board. Mr. Hundley was Executive Vice
      President and Office of the CEO, Harveys Casino Resort from December 2000
      through July 2001 and from June 1993 through November 2000 was Principal
      at Colony Capital, which then owned Harveys.

Background

   Pinnacle is the successor to the Hollywood Park Turf Club, organized in
1938. Pinnacle was incorporated in 1981 under the name Hollywood Park Realty
Enterprises, Inc.; in 1992, as part of a restructuring, was renamed Hollywood
Park, Inc.; and in February 2000, changed its name to Pinnacle Entertainment,
Inc.

   Pinnacle is a Delaware corporation, and our principal executive office is
located at 330 North Brand Boulevard, Suite 1100, Glendale, California 91202,
telephone (818) 662-5900.

   Our website address is www.pinnacle-entertainment-inc.com. Information
contained in our website, including any links contained in our website, does
not constitute part of this prospectus.

   Belterra(R) and Casino Magic(R) are our registered servicemarks. Boomtown(R)
is our registered tradename and servicemark. We have applied for servicemark
registration for Belterra Casino Resort and its design. Each trademark,
tradename or servicemark of any other company appearing in this prospectus
belongs to its holder.

                                      3



                    RATIO OF EARNINGS TO FIXED CHARGES AND
                      RATIO OF EARNINGS TO COMBINED FIXED
                     CHARGES AND PREFERRED STOCK DIVIDENDS

   The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred dividend requirements for the periods shown:



                                                                             Three Months
                                                  Year Ended December 31,    Ended March 31,
                                                ---------------------------- ---------------
                                                1997  1998  1999  2000  2001 2001    2002
                                                ----- ----- ----- ----- ---- ----    ----
                                                                
Ratio of earnings to fixed charges(1).......... 2.74x 1.73x 2.20x 2.93x .05x .73x    .73x

Ratio of earnings to combined fixed charges and
  preferred stock dividends(2)................. 2.31x 1.73x 2.20x 2.93x .05x .73x    .73x

- --------
(1) In computing the ratio of earnings to fixed charges: (1) earnings were
    calculated from income from continuing operations, before income taxes and
    fixed charges, and excluding capitalized interest; and (2) fixed charges
    were computed from interest expense, amortization of debt issuance costs,
    capitalized interest, and the estimated interest included in rental
    expense. Earnings were insufficient to cover fixed charges by $51 million
    for the year ended December 31, 2001 and $3.5 million and $3.6 million for
    the three months ended March 31, 2001 and 2002, respectively.
(2) The ratio of earnings to combined fixed charges and preferred dividend is
    computed in the same manner as described in the footnote immediately above
    for the preferred dividend paid in 1997.

                                USE OF PROCEEDS

   Unless indicated otherwise in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of our securities for our
operations and for other general corporate purposes, including, but not limited
to, repayment or refinancing of borrowings, working capital, capital
expenditures, investments, acquisitions and the repurchase of our common stock.
Additional information on the use of net proceeds from the sale of securities
offered by this prospectus may be set forth in the applicable prospectus
supplement relating to such offering.

   We will not receive any proceeds from the sale of common stock by any
selling stockholders.

                                      4



                        DESCRIPTION OF DEBT SECURITIES

   The following provides a general description of the terms of the debt
securities that we may issue. The particular terms of any debt securities we
may offer and the extent, if any, to which the general provisions set forth
below may be modified or not apply will be described in the prospectus
supplement relating to those debt securities.

   The debt securities will be issued under one or more indentures, each dated
as of a date on or before the issuance of the debt securities to which it
relates and in the form filed as an exhibit to the registration statement of
which this prospectus is a part, subject to any amendments or supplements as we
may adopt from time to time. Each indenture will be entered into between us, as
obligor, a trustee chosen by us and qualified to act as a trustee under the
Trust Indenture Act of 1939, and any of our subsidiaries which guarantee our
obligations under the indenture. You should read the indenture because it, and
not this description, will control your rights as a holder of debt securities.
The terms of the indenture are also governed by the Trust Indenture Act.

General

   The debt securities will be our direct obligations, which will be unsecured,
rank subordinate to our credit facilities and any other existing or future
senior debt, and may rank subordinate to or equally with our other subordinated
indebtedness, including, as of March 31, 2002, $350.0 million principal amount
of our unsecured 9.25% notes due February 2007 and $125.0 million principal
amount of our unsecured 9.50% notes due August 2007. Under the indenture,
unsecured subordinated debt securities may be issued without limit as to
aggregate principal amount, in one or more series, in each case as established
from time to time in or pursuant to authority granted by a resolution from our
board of directors or as established in one or more indentures supplemental to
the indenture. All debt securities of one series do not need to be issued at
the same time. Additionally, unless otherwise provided, a series may be
reopened, without the consent of the holders of the debt securities of such
series, for issuances of additional debt securities of such series.

Terms of the Debt Securities

   You should refer to the prospectus supplement for some or all of the
following terms of each series of the debt securities offered by such
supplement:

  .   the designation, aggregate principal amount and authorized denominations
      of the series;

  .   the issue price as a percentage of the principal amount at which the
      series will be issued and, if other than the principal amount of such
      series, the portion of the principal amount of such series payable upon
      declaration of acceleration of the maturity or upon redemption of such
      series and the rate or rates at which original issue discount will accrue;

  .   the date or dates on which the series will mature;

  .   the rate or rates per annum, if any, at which the series will bear
      interest;

  .   whether the debt securities of the series will accrete in principal
      amount prior to accruing cash interest, or otherwise be issued with
      original issue discount;

  .   the times from which any interest will accrue, be payable and the record
      dates pertaining to such payment;

  .   the place or places where the principal and interest, if any, on the
      series will be payable;

  .   any redemption or other special terms;

  .   the covenants applicable to the debt securities which are in addition to,
      modify or delete those described in the indenture;

                                      5



  .   the events of default relating to the debt securities which are in
      addition to, modify or delete those described in the indenture;

  .   whether the debt securities will be issued in certificated or book-entry
      form, and the denominations of such debt securities;

  .   if applicable, the terms of any right to convert debt securities into
      shares of, or exchange debt securities for, our common stock or other
      securities or property;

  .   provisions, if any, for the defeasance or discharge of certain of our
      obligations with respect to such debt securities, which provisions may be
      in addition to, in substitution for, or in modification of (or any
      combination of the foregoing), the provisions of the indenture;

  .   the manner in which the amounts of payment of principal of, premium, if
      any, or any interest on such debt securities will be determined, if such
      amounts may be determined by reference to an index based on a currency or
      currencies other than that in which such debt securities are denominated
      or designated to be payable or by reference to a commodity, commodity
      index, stock exchange index or financial index;

  .   a discussion of any material and/or special United States federal income
      tax considerations applicable to such debt securities;

  .   any depositaries, trustees, interest rate calculation agents, exchange
      rate calculation agents or other agents with respect to the debt
      securities other than those originally appointed;

  .   whether such debt securities will be issued in the form of one or more
      global securities and whether such global securities are to be issuable
      in a temporary global form or permanent global form;

  .   the terms, if any, on which such debt securities will be subordinate to
      other debt;

  .   any listing or intended listing of the debt securities on a securities
      exchange;

  .   the provisions, if any, relating to any guarantees of the debt
      securities; and

  .   any other terms of the debt securities, which will not be inconsistent
      with the provisions of the indenture.

   Our debt securities may be sold at a discount below their principal amount.
Even if our debt securities are not issued at a discount below their principal
amount, these securities may, for United States federal income tax purposes, be
deemed to have been issued with original issue discount because of certain
interest payment or other characteristics. Special United States federal income
tax considerations applicable to debt securities issued with original issue
discount will be described in more detail in any applicable prospectus
supplement. In addition, special United States federal tax considerations or
other restrictions or terms applicable to any debt securities offered
exclusively to foreigners or denominated in a currency other than United States
dollars will also be set forth in the prospectus supplement, if applicable.

Information About the Trustee

   Under our indenture, there may be more than one trustee, each with respect
to one or more series of debt securities. Any trustee under our indenture may
resign at any time or be removed with respect to one or more series of debt
securities, and a successor trustee may be appointed to act with respect to
such series. If two or more persons are acting as trustees with respect to
different series of debt securities, each trust shall be separate and apart
from the trust administered by any other trustee. Except as indicated in any
prospectus supplement, any action to be taken by the trustee may be taken only
with respect to the one or more series of debt securities for which it is
trustee under the indenture.

                                      6



Merger, Consolidation or Sale of Assets

   Our indenture does not allow us to consolidate or merge with or into, or
sell, assign, convey, transfer or lease our properties and assets,
substantially in their entirety, as computed on a consolidated basis, to
another corporation, person or entity unless:

  .   either we are the surviving person, in the case of a merger or
      consolidation, or the successor or transferee is a corporation organized
      under the laws of the United States, or any state thereof or the District
      of Columbia and the successor or transferee corporation expressly
      assumes, by supplemental indenture, all of our obligations under the debt
      securities and the indenture; and

  .   no default or event of default exists immediately after such transaction.

Denominations

   Unless we specify in the prospectus supplement, the debt securities of any
series will be issuable only as debt securities in denominations of $1,000, and
integral multiples of $1,000, and will be payable only in U.S. dollars. The
indenture also provides that debt securities of a series may be issuable in
global form. See "Global Securities" below.

Registration and Transfer

   If you surrender for transfer your registered debt securities at the office
or agency we maintain for such purpose, we will deliver, in the name you have
designated as transferee, one or more new debt securities of the same series of
like aggregate principal amount in such denominations as are authorized for
debt securities of such series and of a like maturity and with like terms and
conditions. You will not incur a service charge for any transfer or exchange of
debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with the transfer or
exchange.

   We will not be required to:

  .   register, transfer or exchange debt securities of any series during a
      period beginning with the opening of business 15 days before the day of
      the transmission of a notice of redemption of debt securities of such
      series selected for redemption, and ending at the close of business on
      the day of the transmission; or

  .   register, transfer or exchange any debt security so selected for
      redemption in whole or in part, except the unredeemed portion of any debt
      security being redeemed in part.

Events of Default

   Unless we inform you otherwise in the prospectus supplement, events of
default means any of the following:

  .   default in the payment of any interest upon any debt security of that
      series when it becomes due and payable, and continuance of such default
      for a period of 30 days;

  .   default in the payment of principal of or premium, if any, on any debt
      security of that series when due;

  .   if applicable, default in the deposit of any sinking fund payment, when
      and as due in respect of any debt security of that series;

  .   default in the performance, or breach, of any covenants or warranties in
      the indenture if the default continues uncured for a period of 120 days
      after written notice to us by the applicable trustee or to us and the
      applicable trustee by the holders of at least 25% in principal amount of
      the outstanding debt securities of that series as provided in the
      indenture; and

  .   certain events of bankruptcy, insolvency or reorganization.

                                      7



   If an event of default for any series of debt securities, which are at that
time outstanding, occurs and continues, then the applicable trustee or the
holders of not less than 25% in principal amount of the outstanding debt
securities of that series may, by a notice in writing to us, and to the
applicable trustee if given by the holders, declare to be due and payable
immediately the principal, or, if the debt securities of that series are
discount securities, such portion of the principal amount as may be specified
in the terms of that series and premium, if any, of all debt securities of that
series.

   At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the applicable trustee, the
holders of a majority in principal amount of the outstanding debt securities of
that series may, subject to our having paid or deposited with the trustee a sum
sufficient to pay overdue interest and principal which has become due other
than by acceleration and certain other conditions, rescind and annul such
acceleration if all events of default, other than the non-payment of
accelerated principal and premium, if any, with respect to debt securities of
that series, have been cured or waived as provided in the indenture. For
information as to waiver of defaults see the discussion set forth below under
"Modification and Waiver."

   You should refer to our prospectus supplement with regard to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence and continuation of an event of default.

   The indenture provides that the trustee is not obligated to exercise any of
its rights or powers under the indenture at the request of any holder of
outstanding debt securities, unless the trustee receives indemnity satisfactory
to it against any loss, liability or expense. Subject to certain rights of the
trustee, the holders of a majority in principal amount of the outstanding debt
securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to the debt
securities of that series.

   No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless such holder shall have previously given to the applicable
trustee written notice of a continuing event of default with respect to debt
securities of that series and the holders of at least 25% in principal amount
of the outstanding debt securities of that series shall have made written
request, and offered reasonable indemnity, to such trustee to institute such
proceeding as trustee, and the trustee shall not have received from the holders
of a majority in principal amount of the outstanding debt securities of that
series direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, the holder of any debt
security will have an absolute and unconditional right to receive payment of
the principal of, premium, if any, and any interest on such debt security on or
after the due dates expressed in such debt security and to institute suit for
the enforcement of any such payment.

   We are required by the indenture, within 120 days after the end of each
fiscal year, to furnish to the trustee a statement as to compliance with the
indenture. The indenture provides that the trustee with respect to any series
of debt securities may withhold notice to the holders of debt securities of
such series of any default or event of default (except a default in payment on
any debt securities of such series) with respect to debt securities of such
series if and so long as a committee of its trust officers, in good faith,
determines that withholding such notice is in the interest of the holders of
debt securities of such series.

Modification and Waiver

   We and the applicable trustee, at any time and from time to time, may modify
the indenture without prior notice to or consent of any holder of any series of
debt securities for any of the following purposes:

  .   to permit a successor corporation to assume our covenants and obligations
      under the indenture and in such series of debt securities in accordance
      with the terms of the indenture;

                                      8



  .   to add to our covenants for the benefit of the holders of any series of
      debt securities (and if the covenants are to be for the benefit of less
      than all series, we shall state that the covenants are expressly being
      included solely for the benefit of the applicable series);

  .   to surrender any of our rights or powers conferred in the indenture;

  .   to add any additional events of default (and if the events of default are
      to be applicable to less than all series, we shall state that the events
      of default are expressly being included solely for the benefit of the
      applicable series);

  .   to add to, change or eliminate any of the provisions of the indenture in
      a manner that will become effective only when there is no outstanding
      debt security which is entitled to the benefit of the provision and as to
      which the modification would apply;

  .   to secure a series of debt securities or to provide that our obligations
      under a series of debt securities or the indenture will be guaranteed and
      the terms and conditions for the release or substitution of the security
      or guarantee;

  .   to supplement any of the provisions of the indenture to the extent needed
      to permit or facilitate the defeasance and discharge of a series of debt
      securities in a manner that will not adversely affect the interests of
      the holders of debt securities of that series or any other series of debt
      securities issued under the indenture in any material respect;

  .   to establish the form or terms of debt securities as permitted by the
      indenture;

  .   to provide for the acceptance of appointment by a successor trustee
      regarding one or more series of debt securities and to add to or change
      any of the provisions of the indenture as is necessary to provide for the
      administration of the trusts by more than one trustee;

  .   to comply with the requirements of the Securities and Exchange Commission
      in connection with qualification of the indenture under the Trust
      Indenture Act;

  .   to cure any ambiguity;

  .   to correct or supplement any provision in the indenture which may be
      defective or inconsistent with any other provision in the indenture;

  .   to eliminate any conflict between the terms of the indenture and the debt
      securities and the Trust Indenture Act; or

  .   to make any other provisions with respect to matters or questions arising
      under the indenture which will not be inconsistent with any provision of
      the indenture as long as the new provisions do not adversely affect in
      any material respect the interests of the holders of any outstanding debt
      securities of any series created prior to the modification.

   We may also modify the indenture for any other purpose if we receive the
written consent of the holders of not less than a majority in principal amount
of the outstanding debt securities of each series affected by such modification
voting separately. However, we may not, without the consent of the holder of
each outstanding debt security of each series affected:

  .   change the stated maturity or reduce the principal amount or the rate of
      interest, or extend the time for payment of interest of any debt security
      or any premium payable upon the redemption of any debt security, or
      change the stated maturity of, or reduce the amount of the principal of a
      discount security that would be due and payable upon a declaration of
      acceleration of the maturity of a discount security or impair the right
      to institute suit for the enforcement of any payment on or after the due
      date thereof (including, in the case of redemption, on or after the
      redemption date), or alter any redemption provisions in a manner adverse
      to the holders of such series of debt securities;

                                      9



  .   reduce the percentage in principal amount of the outstanding debt
      securities of a series where the consent of the holder is required for
      any such amendment, supplemental indenture or waiver which is provided
      for in the indenture;

  .   if applicable, adversely affect the right of a holder to convert any debt
      security;

  .   modify any of the waiver provisions, except to increase any required
      percentage or to provide that certain other provisions of the indenture
      cannot be modified or waived without the consent of the holder of each
      outstanding debt security which would be affected; or

  .   modify any provision described in the prospectus supplement as requiring
      the consent of each affected holder of debt securities.

   A modification that changes or eliminates any covenant or other provision of
the indenture with respect to one or more particular series of debt securities,
or that modifies the rights of the holders of debt securities of a series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under the indenture of the holders of debt securities of any other
series.

   The indenture provides that the holders of not less than a majority in
aggregate principal amount of the then outstanding debt securities of any
series, by notice to the relevant trustee, may on behalf of the holders of the
debt securities of such series waive any default and its consequences under the
indenture, except (1) a continuing default in the payment of interest on,
premium, if any, or the principal of, any such debt security held by a
nonconsenting holder or (2) a default in respect of a covenant or provision of
the indenture which cannot be modified or amended without the consent of the
holder of each outstanding debt security of each series affected.

Defeasance of Debt Securities or Certain Covenants in Certain Circumstances

   Defeasance and Discharge.  The indenture provides that we may be discharged
from any and all obligations under any debt securities other than:

  .   certain obligations to pay additional amounts, if any, upon the
      occurrence of certain tax, assessment or governmental charge events
      regarding payments on debt securities;

  .   to register the transfer or exchange of debt securities;

  .   to replace stolen, lost or mutilated debt securities; or

  .   to maintain paying agencies and to hold money for payment in trust.

   We may only defease and discharge all of our obligations under the debt
securities of any series if:

  .   we irrevocably deposit with the trustee, in trust, the amount, as
      certified by an officers' certificate, of money and/or U.S. government
      obligations that, through the payment of interest and principal in
      respect thereof in accordance with their terms, will be sufficient to pay
      and discharge each installment of principal and premium, if any and any
      interest on, and any mandatory sinking fund payments in respect of, the
      debt securities of such series on the dates such payments are due; and

  .   we deliver to the trustee an opinion of counsel or a ruling from the
      United States Internal Revenue Service, in either case to the effect that
      holders of the debt securities of such series will not recognize income,
      gain or loss for United States federal income tax purposes as a result of
      such deposit, defeasance and discharge.

   Defeasance of Certain Covenants.  Upon compliance with certain conditions,
we may omit to comply with certain restrictive covenants contained in the
indenture or in the applicable prospectus supplement or any other restrictive
covenant relating to any series of debt securities provided for in a board
resolution or supplemental indenture which by its terms may be defeased
pursuant to the terms of such series of debt securities. Any

                                      10



omission to comply with such covenants shall not constitute a default or event
of default with respect to any such debt securities. In that event, you would
lose the protection of these covenants, but would gain the protection of having
money and/or U.S. government obligations set aside in trust to repay the series
of debt securities. We may only defease any covenants if, among other
requirements:

  .   we irrevocably deposit with the trustee money and/or U.S. government
      obligations that, through the payment of interest and principal in
      respect to such obligations, in accordance with their terms, will provide
      money in an amount, as certified by an officers' certificate, sufficient
      to pay principal, premium, if any, and any interest on and any mandatory
      sinking fund payments in respect of the debt securities of such series on
      the dates such payments are due; and

  .   we deliver to the trustee an opinion of counsel or a ruling from the
      United States Internal Revenue Service to the effect that the holders of
      the debt securities of such series will not recognize income, gain or
      loss, for United States federal income tax purposes, as a result of the
      covenant defeasance.

Limited Liability of Certain Persons

   The indenture provides that none of our past, present or future
stockholders, incorporators, employees, officers or directors, or of any
successor corporation or any of our affiliates shall have any personal
liability in respect of our obligations under the indenture or the debt
securities by reason of his, her or its status as such stockholder,
incorporator, employee, officer or director.

Mandatory Disposition Pursuant to Gaming Laws

   The indenture provides that each holder and beneficial owner, by accepting
any of the debt securities subject thereto, shall be deemed to have agreed that
if the gaming authority of any jurisdiction of which we or any of our
subsidiaries conducts or proposes to conduct gaming, requires that a person who
is a holder or the beneficial owner of the debt securities be licensed,
qualified or found suitable under applicable gaming laws, such holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such person
fails to apply or become licensed or qualified or is found unsuitable, we shall
have the right, at our option:

  .   to require such person to dispose of its debt securities or beneficial
      interest therein within 30 days of receipt of notice of our election or
      such earlier date as may be requested or prescribed by such gaming
      authority; or

  .   to redeem such debt securities at a redemption price equal to 100% of the
      principal amount thereof, plus accrued and unpaid interest, if any, to
      the earlier of the redemption date or the date of the finding of
      unsuitability, which may be less than 30 days following the notice of
      redemption if so requested or prescribed by the applicable gaming
      authority or such lesser amount as may be required by applicable law or
      by order of any gaming authority.

   We shall notify the trustee in writing of any such redemption as soon as
practicable. We shall not be responsible for any costs or expenses any such
holder may incur in connection with its application for a license,
qualification or a finding of suitability.

Conversion Rights

   The terms and conditions, if any, upon which the debt securities are
convertible into common stock or other securities or property will be set forth
in the applicable prospectus supplement. Such terms will include the conversion
price (or manner of its calculation), the conversion period, provisions as to
whether conversion will be at our option or at the option of the holders, the
events requiring an adjustment of the conversion price and provisions affecting
conversion in the event of the redemption of such debt securities.

                                      11



Guarantee

   Under our indenture, one or more of our subsidiaries may be a guarantor and
may "guarantee" the performance and punctual payment when due, whether at
stated maturity, by acceleration or otherwise, of all of our obligations under
the debt securities of any series and the indenture. The liability of the
guarantors will be independent of and not in consideration of or contingent
upon our liability or any other party obligated under the debt securities or
the indenture. A separate action or actions may be brought or prosecuted
against us or any other party obligated under the debt securities or the
indenture whether or not we or any other party obligated under the debt
securities or the indenture are joined in any such action or actions. However,
any guarantee will be limited to an amount not to exceed the maximum amount
that can be guaranteed by the guarantor without rendering the guarantee, as it
relates to such guarantor, original issue discountable under Section 548 of the
Federal Bankruptcy Code or any applicable provision of comparable state law.
Each guarantee will be a continuing guarantee and will remain in full force and
effect until payment in full of all of the guaranteed obligations.

Payment, Paying and Transfer Agents

   We covenant and agree, for the benefit of each series of debt securities,
that we will duly and punctually pay the principal of, premium, if any, and any
interest on the debt securities in accordance with the terms of the debt
securities and the indenture. We will maintain an office or agency where debt
securities of that series may be presented or surrendered for payment, where
debt securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon us in respect of the debt
securities of that series and the indenture may be served.

Global Securities

   The debt securities of any series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable prospectus supplement relating to
such series. Global securities will be in registered form and may be issued in
either temporary or permanent form. The specific terms of the depositary
arrangement regarding a series of debt securities will be described in the
applicable prospectus supplement relating to such series.

                                      12



                      DESCRIPTION OF PREFERRED STOCK AND
                               DEPOSITARY SHARES

   This section describes the general terms and provisions of the preferred
stock that we may offer by this prospectus. The applicable prospectus
supplement will describe the specific terms of the series of preferred stock
then offered, and the terms and provisions described in this section will apply
only to the extent not superseded by the terms of the applicable prospectus
supplement.

   This section is only a summary of the preferred stock that we may offer. We
urge you to read carefully our certificate of incorporation and the certificate
of designation we will file in relation to an issue of any particular series of
preferred stock before you buy any preferred stock.

Preferred Stock

   Our certificate of incorporation permits us to issue, without prior
permission from our stockholders, up to 250,000 shares of our $1.00 par value
preferred stock. As of June 6, 2002, none of our preferred stock was issued and
outstanding.

Terms of Future Series of Preferred Stock

   Our board of directors may, without further action of the stockholders,
issue undesignated preferred stock in one or more classes or series. Any
undesignated preferred stock issued by us may:

  .   rank prior to our common stock as to dividend rights, liquidation
      preference or both;

  .   have full or limited voting rights; and

  .   be convertible into shares of common stock or other securities.

   The powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions,
including dividend rights, voting rights, conversion rights, terms of
redemption and liquidation preferences, of the preferred stock of each series
will be fixed or designated by our board of directors pursuant to a certificate
of designation. We will describe in the applicable prospectus supplement the
specific terms of a particular series of preferred stock, which may include the
following:

  .   the maximum number of shares in the series;

  .   the designation of the series;

  .   the terms of any voting rights of the series;

  .   the dividend rate, if any, on the shares of such series, the conditions
      and dates upon which such dividends will be payable, the preference or
      relation which such dividends will bear to the dividends payable on any
      other class or classes or on any other series of capital stock, and
      whether such dividends will be cumulative or non-cumulative;

  .   whether the shares of such series will be redeemable by us and, if so,
      the times, prices and other terms and conditions of such redemption;

  .   the rights of the holders of shares of such series upon the liquidation,
      dissolution or winding up of our company;

  .   whether or not the shares of such series will be subject to the operation
      of a retirement or sinking fund and, if so, the extent to and manner in
      which any such retirement or sinking fund shall be applied to the
      purchase or redemption of the shares of such series for retirement or to
      other corporate purposes and the terms and provisions relative to the
      operation thereof;

                                      13



    .  whether or not the shares of such series shall be convertible into, or
       exchangeable for, (a) our debt securities, (b) shares of any other class
       or classes of stock of our company, or of any other series of the same
       or different class of stock, or (c) shares of any class or series of
       stock of any other corporation, and if so convertible or exchangeable,
       the price or prices or the rate or rates of conversion or exchange and
       the method, if any, of adjusting the same;

    .  while any shares of such series are outstanding, the limitations and
       restrictions, if any, upon the payment of dividends or making of other
       distributions on, and upon the purchase, redemption or other acquisition
       by our company of, our common stock, or any other class or classes of
       stock of our company ranking junior to the shares of such series either
       as to dividends or upon liquidation;

    .  the conditions or restrictions, if any, upon the creation of
       indebtedness of our company or upon the issue of any additional stock,
       including additional shares of such series or of any other series or of
       any other class, ranking on a parity with or prior to the shares of such
       series as to dividends or distribution of assets on liquidation,
       dissolution or winding up;

    .  whether fractional interests in shares of the series will be offered in
       the form of depositary shares as described below under "--Depositary
       Shares;"

    .  any other preference or provision and relative, participating, optional
       or other special rights or qualifications, limitations or restrictions
       thereof; and

    .  our ability to modify the rights of holders otherwise than by a vote of
       a majority or more of the series outstanding.

   The preferred stock will, when issued, be fully paid and non-assessable. We
will select the transfer agent, registrar and dividend disbursement agent for a
series of preferred stock and will describe its selection in the applicable
prospectus supplement. The registrar for shares of preferred stock will send
notices to stockholders of any meetings at which holders of the preferred stock
have the right to elect directors of our company or to vote on any other matter
of our company.

   Although we have no present plans to issue any shares of preferred stock,
any issuance of shares of preferred stock, or the issuance of rights to
purchase preferred shares, may have the effect of delaying, deferring or
preventing a change of control in our company or an unsolicited acquisition
proposal. The issuance of preferred stock also could decrease the amount of
earnings and assets available for distribution to the holders of common stock
or could adversely affect the rights and powers, including voting rights, of
the holders of common stock.

Depositary Shares

   This section describes the general terms and provisions of the depositary
shares we may offer. The applicable prospectus supplement will describe the
specific terms of the depositary shares offered through that prospectus
supplement, including, but not limited to, the title of the depositary shares
and the deposited security, the amount of deposited securities represented by
one depositary share and any general terms outlined in this section that will
not apply to those depositary shares.

   We have summarized certain terms and provisions of the depositary agreement,
the depositary shares and the depositary receipts in this section. The summary
is not complete. We will file with the SEC, upon an offering of depositary
shares, the form of depositary agreement, including the form of depositary
receipt, both of which will be incorporated herein. You should read the forms
of depositary agreement and depositary receipt relating to a series of
preferred stock for additional information before you buy any depositary shares
that represent preferred stock of such series.

   General.  We may offer fractional interests in preferred stock rather than
full shares of preferred stock. If this occurs, we will provide for the
issuance by a depositary to the public of receipts for depositary shares, each
of which will represent a fractional interest in a share of a particular series
of preferred stock.

                                      14



   The stock of any series of preferred stock underlying the depositary shares
will be deposited under a separate depositary agreement between us and a
depositary. For these purposes, the depositary will be a bank or trust company
having its principal office in the United States and having a combined capital
and surplus of at least $50 million. We will name the depositary and give the
address of its principal executive office in the applicable prospectus
supplement. Subject to the terms of the depositary agreement, each owner of a
depositary share will have a fractional interest in all the rights and
preferences of the preferred stock underlying such depositary shares. Those
rights include any dividend, voting, redemption, conversion and liquidation
rights.

   The depositary shares will be evidenced by depositary receipts issued under
the depositary agreement. If you purchase fractional interests in shares of the
related series of preferred stock, you will receive depositary receipts as
described in the applicable prospectus supplement. While the final depositary
receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts in
final form. The holders of the temporary depositary receipts will be entitled
to the same rights as if they held the depositary receipts although not in
final form. Holders of the temporary depositary receipts can exchange them for
the final depositary receipts at our expense.

   If you surrender depositary receipts at the principal office of the
depositary, unless the related depositary shares have previously been called
for redemption, you will not be entitled to receive at such office the number
of shares of preferred stock and any money or other property represented by
such depositary shares. We will not issue partial shares of preferred stock. If
you deliver depositary receipts evidencing a number of depositary shares that
represent more than a whole number of shares of preferred stock, the depositary
will issue you a new depositary receipt evidencing such excess number of
depositary shares at the same time that the shares of preferred stock are
withdrawn. Holders of preferred stock received in exchange for depositary
shares will no longer be entitled to deposit such shares under the depositary
agreement or to receive depositary shares in exchange for such preferred stock.

   Dividends and Other Distributions.  The depositary will distribute all cash
dividends or other distributions received with respect to the preferred stock
to the record holders of depositary shares representing the preferred stock in
proportion to the number of depositary shares owned by the holders on the
relevant record date. The depositary will distribute only the amount that can
be distributed without attributing to any holder of depositary shares a
fraction of one cent. The balance not distributed will be added to and treated
as part of the next sum received by the depositary for distribution to record
holders of depositary shares.

   If there is a distribution other than in cash, the depositary will
distribute property to the holders of depositary shares, unless the depositary
determines that it is not feasible to make such distribution. If this occurs,
the depositary may, with our approval, sell the property and distribute the net
proceeds from the sale to the holders of depositary shares.

   The depositary agreement will also contain provisions relating to how any
subscription or similar rights offered by us to the holders of the preferred
stock will be made available to the holders of depositary shares.

   Conversion and Exchange.  If any series of preferred stock underlying the
depositary shares is subject to conversion or exchange, the applicable
prospectus supplement will describe the rights or obligations of each record
holder of depositary receipts to convert or exchange the depositary shares.

   Redemption of Depositary Shares.  If the series of the preferred stock
underlying the depositary shares is subject to redemption, the depositary
shares will be redeemed from the redemption proceeds, in whole or in part, of
such series of the preferred stock held by the depositary. The depositary will
mail notice of redemption between 30 to 60 days prior to the date fixed for
redemption to the record holders of the depositary shares to be redeemed at
their addresses appearing in the depositary's records. The redemption price per
depositary share will bear the same relationship to the redemption price per
share of preferred stock that the depositary share bears to the underlying
preferred share. Whenever we redeem preferred stock held by the depositary, the
depositary will

                                      15



redeem, as of the same redemption date, the number of depositary shares
representing the preferred stock redeemed. If less than all the depositary
shares are to be redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as determined by the depositary.

   After the date fixed for redemption, the depositary shares called for
redemption will no longer be outstanding. When the depositary shares are no
longer outstanding, all rights of the holders will cease, except the right to
receive money or other property that the holders of the depositary shares were
entitled to receive upon such redemption. Such payments will be made when
holders surrender their depositary receipts to the depositary.

   Voting the Preferred Stock.  Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will
mail information about the meeting contained in the notice to the record
holders of the depositary shares relating to such preferred stock. Each record
holder of such depositary shares on the record date, which will be the same
date as the record date for the preferred stock, will be entitled to instruct
the depositary as to how the preferred stock underlying the holder's depositary
shares should be voted.

   The depositary will try, if practical, to vote the number of shares of
preferred stock underlying the depositary shares according to the instructions
received. We will agree to take all action requested and deemed necessary by
the depositary in order to enable the depositary to vote the preferred stock in
that manner. The depositary will not vote any preferred stock for which it does
not receive specific instructions from the holder of the depositary shares
relating to such preferred stock.

   Taxation.  Provided that each obligation in the depositary agreement and any
related agreement is performed in accordance with its terms, owners of
depositary shares will be treated for United States federal income tax purposes
as if they were owners of the shares of preferred stock represented by the
depositary shares. Accordingly, for United States federal income tax purposes
they will have the income and deductions to which they would be entitled if
they were holders of the preferred stock. In addition:

   .   no gain or loss will be recognized for United States federal income tax
       purposes upon withdrawal of preferred stock in exchange for depositary
       shares as provided in the depositary agreement;

   .   the tax basis of each share of preferred stock to an exchanging owner of
       depositary shares will, upon the exchange, be the same as the aggregate
       tax basis of the depositary shares exchanged for such preferred stock;
       and

   .   the holding period for the preferred stock, in the hands of an
       exchanging owner of depositary shares who held the depositary shares as
       a capital asset at the time of the exchange, will include the period
       that the owner held such depositary shares.

   Amendment and Termination of the Depositary Agreement.  The form of
depositary receipt evidencing the depositary shares and any provision of the
depositary agreement may be amended by agreement between our company and the
depositary at any time. However, any amendment that materially and adversely
alters the rights of the existing holders of depositary shares will not be
effective unless approved by the record holders of at least a majority of the
depositary shares then outstanding. A depositary agreement may be terminated by
us or the depositary only if:

   .   all outstanding depositary shares relating to the depositary agreement
       have been redeemed; or

   .   there has been a final distribution on the preferred stock of the
       relevant series in connection with the liquidation, dissolution or
       winding up of the business, and the distribution has been distributed to
       the holders of the related depositary shares.

   Charges of Depositary.  We will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. We will pay associated charges of the depositary for the initial
deposit of the preferred stock and any redemption of the preferred stock.
Holders of depositary shares will pay

                                      16



transfer and other taxes and governmental charges and any other charges that
are stated to be their responsibility in the depositary agreement.

   Miscellaneous.  We will forward to the holders of depositary shares all
reports and communications that we must furnish to the holders of the preferred
stock.

   Neither the depositary nor we will be liable if the depositary is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the depositary agreement. Our obligations and the
depositary's obligations under the depositary agreement will be limited to
performance in good faith of duties set forth in the depositary agreement.
Neither the depositary nor we will be obligated to prosecute or defend any
legal proceeding connected with any depositary shares or preferred stock unless
satisfactory indemnity is furnished to us or the depositary. We and the
depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

   Resignation and Removal of Depositary.  The depositary may resign at any
time by delivering notice to us. We also may remove the depositary at any time.
Resignations or removals will take effect upon the appointment of a successor
depositary and its acceptance of the appointment. The successor depositary must
be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50 million.

                                      17



                          DESCRIPTION OF COMMON STOCK

   Our authorized common stock consists of 40,000,000 shares of common stock,
par value $.10 per share. As of June 6, 2002, 25,910,812 shares of common stock
were issued and outstanding and held of record by approximately 2,904
stockholders. The following description of our common stock and provisions of
our certificate of incorporation and restated bylaws are only summaries, and we
encourage you to review complete copies of our certificate of incorporation and
restated bylaws, which we have previously filed with the SEC.

   The holders of our common stock are entitled to one vote for each share of
the common stock on all matters voted on by such stockholders, including
elections of directors and, except as otherwise required by law or provided in
any resolution adopted by our board of directors with respect to any series of
preferred stock, the holders of the common stock exclusively possess all voting
power. Subject to any preferential rights of any outstanding series of
preferred stock designated by the board of directors from time to time, the
holders of the common stock are entitled to dividends from the funds legally
available therefor, and upon liquidation are entitled to receive pro rata all
of our assets available for distribution to such holders after distribution in
full of the preferential amount to be distributed to holders of shares of
preferred stock. All outstanding shares of the common stock are validly issued,
fully paid and nonassessable. The common stock has no preemptive or conversion
rights or other subscription rights and there are no sinking fund or, except as
described below under the heading "Delaware Anti-Takeover Law and Certain
Certificate of Incorporation and Bylaw Provisions," redemption provisions
applicable to the common stock.

   The rights and privileges of our common stock may be subordinate to the
rights and preferences of any of our preferred stock.

   Our common stock is traded on the New York Stock Exchange under the symbol
"PNK."

Delaware Anti-Takeover Law and Certain Certificate of Incorporation and Bylaw
Provisions

   The provisions of Delaware law, and of our certificate of incorporation and
restated bylaws may have the effect of delaying, deferring or discouraging
another person from acquiring control of our company, including takeover
attempts that might result in a premium over the market price for the shares of
common stock.

  Delaware Law

   Our company has not expressly elected not to be governed by the provisions
of Section 203 of the Delaware corporate law. In general, Section 203 prohibits
a publicly held Delaware corporation from engaging in a business combination
with an interested stockholder for a three-year period following the time that
this stockholder becomes an interested stockholder, unless the business
combination is approved in a prescribed manner.

  Certificate of Incorporation and Restated Bylaw Provisions

  General

   Under our restated bylaws, any vacancy on our board of directors, however
occurring, including a vacancy resulting from an enlargement of our board, may
only be filled by vote of a majority of our directors then in office, even if
less than a quorum. The limitations on the filling of vacancies could have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of us.

   Our restated bylaws also provide that any action required or permitted to be
taken by our stockholders at an annual meeting or special meeting of
stockholders may be taken by written consent in lieu of a meeting. Our

                                      18



restated bylaws further provide that special meetings of the stockholders may
only be called by the chairman of the board of directors or by a majority of
the board of directors. Our restated bylaws provide that stockholders at an
annual meeting may only consider proposals or nominations specified in the
notice of meeting or brought before the meeting by or at the direction of the
board or by a stockholder who was a stockholder of record on the record date
for the meeting, who is entitled to vote at the meeting and who has given to
our corporate secretary timely written notice, in proper form, of the
stockholder's intention to bring that proposal or nomination before the
meeting. In addition to some other applicable requirements, for a stockholder
proposal or nomination to be properly brought before an annual meeting by a
stockholder, the stockholder generally must have given notice in proper written
form to the corporate secretary not less than 90 days nor more than 120 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders. Although our restated bylaws do not give the board of directors
the power to approve or disapprove stockholder nominations of candidates or
proposals regarding other business to be conducted at annual meeting, our
restated bylaws may have the effect of precluding the consideration of some
business at a meeting if the proper procedures are not followed or may
discourage or deter a potential acquiror from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of us.

   The Delaware corporate law provides generally that the affirmative vote of a
majority of the shares entitled to vote on any matter is required to amend a
corporation's certificate of incorporation or bylaws or to approve mergers,
consolidations or the sale of all or substantially all its assets, unless a
corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage. Our restated bylaws may be amended or repealed
by a majority vote of the board of directors, subject to any limitations set
forth in the restated bylaws, and may also be amended by the stockholders by
the affirmative vote of the holders of at least two-thirds of the outstanding
voting power of our capital stock issued and outstanding and entitled to vote
generally in the election of directors. The two-thirds stockholder vote would
be in addition to any separate class vote that might in the future be required
pursuant to the terms of any series of preferred stock that might be
outstanding at the time any of these amendments are submitted to stockholders.

   Our certificate of incorporation authorizes the board of directors to issue,
without stockholder approval, preferred stock with such terms as our board may
determine.

  Suitability Requirements

   In addition to the foregoing, our certificate of incorporation requires that
if a person owns or controls our securities or the securities of our affiliated
companies and is determined by a gaming authority to be unsuitable to own or
control such securities, or in the sole discretion of our board of directors,
is deemed likely to jeopardize our right to conduct gaming activities in any of
the jurisdictions in which we conduct gaming activities, we may redeem, and if
required by a gaming authority, shall redeem, his securities to the extent
required by the government gaming authority or deemed necessary or advisable by
us.

   If a gaming authority requires us, or if we deem it necessary or advisable,
to redeem such securities, we will serve notice on the holder who holds
securities subject to redemption and will call for the redemption of the
securities of such holder at a redemption price equal to that required to be
paid by the gaming authority making the finding of unsuitability, of if such
gaming authority does not require a certain price per share to be paid, a sum
deemed reasonable by us, which in our discretion may include the original
purchase price per share of such securities. The redemption price may be paid
in cash, by promissory note, or both, as required by the applicable gaming
authority and, if not so required, as we elect. Unless the gaming authority
requires otherwise, the redemption price will in no event exceed:

      (1) the closing sales price of the securities on the national securities
   exchange on which such shares are then listed on the date the notice of
   redemption is delivered to the person who has been determined to be
   unsuitable, or

      (2) if such shares are not then listed for trading on any national
   securities exchange, then the closing sales price of such shares as quoted
   in the NASDAQ National Market System, or

                                      19



      (3) if the shares are not then so quoted, then the mean between the
   representative bid and the ask price as quoted by NASDAQ or another
   generally recognized reporting system.

   The foregoing is not a complete summary of all of the suitability
requirements and other gaming law requirements contained in our certificate of
incorporation. Please refer to the complete text of our certificate of
incorporation filed as an exhibit to the registration statement of which this
prospectus is a part.

Limitations of Liability and Indemnification of Directors and Officers

   Our certificate of incorporation limits the liability of directors to us and
our stockholders. Specifically, a director will not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for
liability:

  .   for any breach of the director's duty of loyalty to us or our
      stockholders;

  .   for acts or omissions not in good faith or which involve intentional
      misconduct or a knowing violation of the law;

  .   under Section 174 of the Delaware General Corporation Law, which concerns
      unlawful payments of dividends, stock purchases or redemptions; or

  .   for any transaction from which the director derived an improper personal
      benefit.

   Our certificate of incorporation provides that we will indemnify our
officers and directors to the fullest extent permitted by the Delaware General
Corporation Law, and our restated bylaws provide that we will indemnify and
advance expenses to our officers and directors to the fullest extent permitted
by the Delaware General Corporation Law, as it now exists or may in the future
be amended, against all expenses and liabilities reasonably incurred in
connection with their service for or on behalf of our company. We believe that
these provisions will assist us in attracting and retaining qualified
individuals to serve as directors and officers.

Transfer Agent and Registrar

   The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

                                      20



                            DESCRIPTION OF WARRANTS

   We may issue common stock warrants for the purchase of our common stock.
Warrants may be issued independently or together with any debt securities or
common stock offered by any prospectus supplement and may be attached to or
separate from those debt securities or common stock.

   Each series of warrants will be issued under a separate warrant agreement to
be entered into between us and a bank or trust company, as warrant agent. The
warrant agent will act solely as our agent in connection with warrant
certificates evidencing the warrants. The warrant agent will not assume any
obligation or relationship of agency or trust for or with any holders of
warrant certificates or beneficial owners of warrants.

   As of June 6, 2002, there were no warrants outstanding to purchase our
common stock.

   The following description summarizes the general terms of the form of
warrant agreement and warrant certificate which we will file as exhibits to the
registration statement of which this prospectus forms a part upon our offering
of warrants. You should read the warrant agreement and warrant certificate for
provisions summarized below and others that may be important to you.

General

   The prospectus supplement relating to a particular series of warrants will
include the specific terms of the series, including, where applicable, the
following:

  .   the title and aggregate number of the warrants;

  .   the offering price;

  .   the number of shares of common stock purchasable upon the exercise of a
      Warrant;

  .   the exercise price or manner of determining the exercise price, the
      manner in which the exercise price may be paid, including the currency or
      currency units in which the price may be payable, and any minimum number
      of warrants exercisable at one time;

  .   when the warrants become exercisable and the expiration date;

  .   the terms of any right of ours to redeem or call the warrants;

  .   the terms of any right of ours to accelerate the exercisability of the
      warrants;

  .   where the warrant certificates may be transferred and exchanged;

  .   whether the warrants are to be issued with common stock or debt
      securities and, if so, the number and terms of any such offered
      securities;

  .   the date, if any, on and after which the warrants and the related shares
      of common stock or debt securities will be separately transferable;

  .   United States federal income tax consequences applicable to the warrants;
      and

  .   any other terms of the warrants, including terms, procedures and
      limitations relating to exchange and exercise of the warrants.

Transfers and Exchange

   Warrant certificates may be exchanged for new warrant certificates of
different denominations, may, if in registered form, be presented for
registration of transfer, and may be exercised at the corporate trust office of
the warrant agent. We may specify other offices where these activities may be
conducted in a prospectus supplement. No service charge will be made for any
permitted transfer or exchange of warrant certificates, but holders must

                                      21



pay any tax or other applicable governmental charge. Before the exercise of any
warrants, holders of the warrants will not have any of the rights of holders of
the common stock purchasable upon exercise. This means holders of warrants will
not have the right to receive payments of dividends, if any, on the common
stock purchasable upon such exercise or to exercise any applicable right to
vote.

Exercise

   Each warrant will entitle its holder to purchase the number of shares of
common stock at the exercise price that is set forth in, or calculable from,
the applicable prospectus supplement. Holders will be able to exercise warrants
at any time up to the time on the expiration date set forth in the applicable
prospectus supplement. After that time, or a later date to which such
expiration date may be extended by us, unexercised warrants will become void.

   Holders will be able to exercise warrants by delivering to the warrant agent
at its corporate trust office warrant certificates properly completed and
paying the exercise price. As soon as practicable after such delivery, we will
issue and deliver to the indicated holder the shares of common stock issuable
upon that exercise. If fewer than all of the warrants represented by a warrant
certificate are exercised, we will issue a new warrant certificate for the
remaining number of warrants. The holder of a warrant must pay any tax or other
governmental charge imposed in connection with the issuance of underlying
common stock purchased upon exercise of a warrant.

Modifications

   The warrant agreements and the terms of the warrants may be modified or
amended by us and the warrant agent, without the consent of any holder, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective or inconsistent provision contained therein, or in any other manner
that we deem necessary or desirable and that will not materially adversely
affect the interests of the holders of the warrants.

   Together with the warrant agent, we may also modify or amend the warrant
agreement and the terms of the warrants with the consent of a majority of the
holders of the then outstanding unexercised warrants affected thereby. No
modification or amendment of that type that accelerates the expiration date,
increases the exercise price, reduces the number of outstanding warrants
required for consent of any such modification or amendment, or otherwise
materially adversely affects the rights of the holders of the warrants may be
made without the consent of each holder affected thereby.

Warrant Adjustments

   The terms and conditions on which the exercise price of and/or the number of
shares of our common stock covered by a Warrant are subject to adjustment will
be set forth in the warrant certificate and the applicable prospectus
supplement. Such terms may include:

  .   provisions for adjusting the exercise price and/or the number of shares
      of our common stock covered by the Warrant;

  .   the events requiring an adjustment;

  .   the events upon which we may, in lieu of making an adjustment, make
      proper provisions so that the holder of the warrant, upon its exercise,
      would be treated as if the holder had exercised the warrant prior to the
      occurrence of the events; and

  .   provisions affecting exercise in the event of certain events affecting
      our common stock.

                                      22



                    GOVERNMENT REGULATION AND GAMING ISSUES

   The ownership and operation of gaming companies are subject to extensive
regulation. In particular, Indiana, Louisiana, Mississippi, Nevada, California
and Argentina have regulations affecting the operation of our gaming business
and the ownership and disposition of our securities, including the securities
offered pursuant to this prospectus. We summarize these regulations below.

   Our certificate of incorporation requires that anyone who owns or controls
our securities must comply with gaming regulations governing their
"suitability" as investors. These provisions apply to all the securities
offered using this prospectus. Any purchaser or holder of securities that we or
any selling stockholders have offered using this prospectus shall be deemed to
have agreed to such provisions. If a person owns or controls our securities or
the securities of our affiliated companies and is determined by a gaming
authority to be unsuitable to own or control such securities, or in the sole
discretion of our board of directors, is deemed likely to jeopardize our right
to conduct gaming activities in any of the jurisdictions in which we conduct
gaming activities, we may redeem, and if required by a gaming authority, shall
redeem, his securities to the extent required by the gaming authority or deemed
necessary or advisable by us.

   If a gaming authority requires us, or if we deem it necessary or advisable,
to redeem a holder's securities, we will serve notice on the holder who holds
the securities subject to redemption and will call for the redemption of the
securities of such holder at a redemption price equal to that required to be
paid by the gaming authority making the finding of unsuitability, of if such
gaming authority does not require a certain price per share to be paid, a sum
deemed reasonable by us. See the section of this prospectus entitled
"Description of Common Stock--Certificate of Incorporation and Bylaw
Provisions" for additional information about these suitability and redemption
requirements.

   Indiana.  The ownership and operation of riverboat casinos at Indiana-based
sites are subject to extensive state regulation under the Indiana Riverboat
Gaming Act ("Indiana Act"), as well as regulations which the Indiana Gaming
Commission (the "Indiana Commission") has adopted pertaining to the Indiana
Act. The Indiana Act and regulations are significant to our prospects for
successfully operating the Belterra facility. The Indiana Act has been
challenged based on its constitutionality on two occasions. The Indiana Act was
found constitutional on both occasions.

   The Indiana Act authorizes the issuance of up to eleven Riverboat Owner's
Licenses to be operated from counties that are contiguous to the Ohio River,
Lake Michigan and Patoka Lake. In October 2000, Belterra, the tenth riverboat,
commenced operations. Five of the riverboats are in counties contiguous to the
Ohio River and five are in counties contiguous to Lake Michigan. The Indiana
Commission has not considered an application for a license to be sited in a
county contiguous to Patoka Lake since Patoka Lake is a project of the U.S.
Army Corps of Engineers ("Corps") and the Corps has determined Patoka Lake is
unsuitable for a riverboat project.

   Legislation that is currently pending would authorize a casino in Orange
County, a county contiguous to Patoka Lake. As currently proposed, the Orange
County casino could have a maximum of 500 slot machines and unlimited table
games.

   Additionally, the current pending legislation would authorize horse race
tracks and certain satellite facilities to operate up to 700 pari-mutuel pull
tab machines. There is currently a race track in Anderson, Indiana, and one is
scheduled to open in Shelbyville, Indiana. The satellite facilities that would
have the ability to operate pari-mutuel pull tab machines would be located in
Indianapolis, Indiana.

   The Indiana Act grants broad and pervasive regulatory powers and authority
to the Indiana Commission. Comprehensive regulations have been adopted covering
ownership and reporting for licensed riverboat casinos together with "rules of
the game" governing riverboat casino operations. The Indiana Commission has
also adopted a set of regulations under the Indiana Act which govern a series
of operational matters for Indiana riverboat casinos.

                                      23



   Among the regulations adopted by the Indiana Commission is one dealing with
riverboat excursions, routes and public safety. The Indiana Act requires
licensed riverboat casinos to be cruising vessels, and the regulations carry
out the legislative intent by requiring cruising with appropriate recognition
of public safety needs. The regulations explicitly preclude "dockside
gambling". Riverboat gaming excursions are limited to a maximum duration of
four hours unless otherwise expressly approved by the Indiana Commission.
Excursion routes and schedules are subject to the approval of the Indiana
Commission. No gaming may be conducted while the boat is docked except: (1) for
thirty-minute embarkment and disembarkment periods at the beginning and end of
a cruise; (2) if the master of the riverboat reasonably determines that
specific weather or water conditions present a danger to the riverboat, its
passengers and crew; (3) if either the vessel or the docking facility is
undergoing mechanical or structural repair; (4) if water traffic conditions
present a danger to the riverboat, riverboat passengers and crew, or to other
vessels on the water; or (5) if the master has been notified that a condition
exists that would cause a violation of Federal law if the riverboat were to
cruise. The current pending legislation would allow Indiana riverboats to
conduct dockside gaming operations.

   For Ohio River excursions, such as those Belterra conducts from its
Switzerland County development, "full excursions" must be conducted at all
times during the year unless the master determines otherwise, for the
above-stated reasons. A "full excursion" is a cruise on the Ohio River. The
Ohio River has waters in both Indiana and Kentucky. The cruise route employed
by Belterra is completely in Indiana waters on the Ohio River with no need or
likelihood of entering Kentucky waters. Therefore, Kentucky laws precluding any
kind of casino gaming have no impact on the Belterra operations.

   An Indiana license entitles the licensee to own and operate one riverboat. A
company may own 100% of one licensee and up to 10% of a second licensee. The
pending legislation would allow a company to own up to two Indiana licensees.
An Indiana riverboat owner's license has an initial effective period of five
years; thereafter, a license is subject to annual renewal. After the expiration
of the initial license, the Indiana Commission will conduct a complete
re-investigation every three years, but the Indiana Commission reserves the
right to investigate licenses at any times it deems necessary. The Indiana
Commission has broad discretion over the initial issuance of licenses and over
the renewal, revocation, suspension, restriction and control of riverboat
owner's licenses. Belterra will be subject to a reinvestigation in 2003 to
ensure it continues to be in compliance with the Indiana Act. Officers,
directors and principal owners of the actual license holder and employees who
are to work on the riverboat are subject to substantial disclosure requirements
as a part of securing and maintaining necessary licenses.

   Contracts to which Belterra is party are subject to disclosure and approval
processes imposed by the regulations. A riverboat owner's licensee may not
enter into or perform any contract or transaction in which it transfers or
receives consideration which is not commercially reasonable or which does not
reflect the fair market value of the goods or services rendered or received.
All contracts are subject to disapproval by the Indiana Commission. Suppliers
of gaming equipment and materials must also be licensed under the Indiana Act.

   Licensees are statutorily required to disclose to the Indiana Commission the
identity of all directors, officers and persons holding direct or indirect
beneficial interests of 1% or greater. The Indiana Commission also requires a
broad and comprehensive disclosure of financial and operating information on
licensees and their principal officers, and their parent corporations and other
upstream owners. The Indiana Act prohibits contributions to a candidate for a
state, legislative, or local office, or to a candidate's committee or to a
regular party committee by the holder of a riverboat owner's license or a
supplier's license, by an officer of a licensee, by an officer of a person that
holds at least a 1% interest in the licensee or by a person holding at least a
1% interest in the licensee. The prohibition against political contributions
extends for three years following a change in the circumstances that resulted
in the prohibition. The Indiana Commission has promulgated a rule requiring the
quarterly reporting of such licensees, officers, and persons.

   Adjusted gross receipts from gambling games authorized under the Indiana Act
are subject to a tax at the rate of 20%. "Adjusted gross receipts" means the
total of all cash and property received from gaming operations

                                      24



less cash paid out as winnings and uncollectible gaming receivables (not to
exceed 2%). The Indiana Act also prescribes an additional tax for admissions,
based upon $3 per person per excursion. The current pending legislation would
repeal the admission tax and introduce a graduated wagering tax. If passed, the
current pending legislation will impose a wagering tax of 28% on adjusted gross
receipts up to $100 million and 31% on adjusted gross receipts in excess of
$100 million. The Indiana Legislature is now in special session and there can
be no assurance that the current pending legislation will not be amended or
modified or that it will not result in overall tax increases. Real Property
taxes are imposed on riverboats at rates determined by local taxing
authorities. Income to us from Belterra is subject to the Indiana gross income
tax, the Indiana adjusted gross income tax and the Indiana supplemental
corporate net income tax. Sales on a riverboat and at related resort facilities
are subject to applicable use, excise and retail taxes. The Indiana Act
requires a riverboat owner licensee to directly reimburse the Indiana
Commission for the costs of inspectors and agents required to be present while
authorized gaming is conducted.

   Through the establishment of purchasing goals, the Indiana Act encourages
minority and women's business enterprise participation in the riverboat gaming
industry. Each riverboat licensee must establish goals of expending at least
10% of total dollar value of the licensee's qualified contracts for goods and
services with minority business enterprises and 5% with women business
enterprises. The Indiana Commission may suspend, limit or revoke the owner's
license or impose a fine for failure to comply with the statutory goals. The
Indiana Commission has indicated it will be vigilant in monitoring attainment
of these goals. We are currently in compliance with such purchasing goals, but
have failed to achieve these goals at various times in the past. We have
adopted an Action Plan to insure compliance with the purchasing goals. The
Action Plan has been reviewed and approved by the Indiana Commission.

   Minimum and maximum wagers on games on the riverboat are left to the
discretion of the licensee. Wagering may not be conducted with money or other
negotiable currency. There are no statutory restrictions on extending credit to
patrons; however, the matter of credit continues to be a matter of potential
legislative action.

   If an institutional investor acquires 5% or more of any class of voting
securities of a holding company of a licensee, the investor is required to
notify the Indiana Commission and to provide additional information, and may be
subject to a finding of suitability. Institutional investors who acquire 15% or
more of any class of voting securities are subject to a finding of suitability.
Any other person who acquired 5% or more of any class of voting securities of a
holding company of a licensee is required to apply to the Indiana Commission
for a finding of suitability. A riverboat licensee or an affiliate may not
enter into a debt transaction of $1,000,000 or more without the approval of the
Indiana Commission. The Indiana Commission has taken the position that a "debt
transaction" includes increases in maximum amount available under reducing
revolving credit facilities. A riverboat owner's license is a revocable
privilege and is not a property right under the Indiana Act. A riverboat owner
licensee or any other person may not lease, hypothecate, borrow money against
or loan money against or otherwise securitize a riverboat owner's license.

   A licensee, or its parent company, that is publicly traded must notify the
Indiana Commission of a public offering that will be registered with the SEC.
The licensee must notify the Indiana Commission within 10 business days of the
initial filing of a registration statement with the SEC. An ownership interest
in a licensee may only be transferred in accordance with the Indiana Act and
rules promulgated thereunder.

   The Indiana Commission has promulgated a rule that prohibits distributions,
excluding distributions for the payment of taxes, by a licensee to its
partners, shareholders, itself or any affiliated entity if the distribution
would impair the financial viability of the riverboat gaming operation. The
Indiana Commission has also promulgated a rule mandating licensees to maintain
a cash reserve against defaults in gaming debts. The cash reserve must be equal
to licensee's average payout for a three-day period based on the riverboat's
performance the prior calendar year. The cash reserve can consist of cash on
hand, cash maintained in Indiana bank accounts and cash equivalents not
otherwise committed or obligated.

   On April 11, 2002, we announced that the Indiana Commission had begun an
investigation into our regulatory compliance at Belterra Casino Resort. The
investigation was initiated as a result of allegations of harassment in a
lawsuit filed by two former employees of Belterra Casino Resort. The Indiana

                                      25



Commission has the authority to impose a fine, suspend or terminate Belterra
Casino Resort's license, or take other serious disciplinary measures as a
result of the investigation. At its meeting on May 13, 2002, the Indiana
Commission instructed the staff to continue to negotiate with us, with a view
to settling this matter with the payment of a fine and other remedial actions,
rather than revoking the Belterra Casino Resort license. We cannot assure you
as to the actions the Indiana Commission may take, or settlement, if any, it
may agree to. Any such action or settlement could be materially adverse to us.

   Louisiana.  The ownership and operation of a riverboat gaming vessel is
subject to the Louisiana Riverboat Economic Development and Gaming Control Act
(the "Louisiana Act"). As of May 1, 1996, gaming activities are regulated by
the Louisiana Gaming Control Board (the "Board"). The Board is responsible for
issuing the gaming license and enforcing the laws, rules and regulations
relative to riverboat gaming activities. The Board is empowered to issue up to
fifteen licenses to conduct gaming activities on a riverboat of new
construction in accordance with applicable law. However, no more than six
licenses may be granted to riverboats operating from any one designated
waterway. An initial license to conduct gaming operations is valid for a term
of five years. The Louisiana Act provides for successive five year renewals
after the initial five year term.

   The laws and regulations of Louisiana seek to: (i) prevent unsavory or
unsuitable persons from having any direct or indirect involvement with gaming
at any time or in any capacity; (ii) establish and maintain responsible
accounting practices and procedures; (iii) maintain effective control over the
financial practices of licensees, including establishing procedures for
reliable record keeping and making periodic reports to the Board; (iv) prevent
cheating and fraudulent practices; (v) provide a source of state and local
revenues through fees; and (vi) ensure that gaming licensees, to the extent
practicable, employ and contract with Louisiana residents, women and
minorities. The Louisiana Act specifies certain restrictions and conditions
relating to the operation of riverboat gaming, including, but not limited to,
the following: (i) in parishes bordering the Red River, such as the our Casino
Magic property in Bossier, gaming may be conducted dockside; however, prior to
the passage of legislation legalizing dockside gaming effective April 1, 2001
in the 2001 Special Session of the Louisiana Legislature, in all other
authorized locations such as Boomtown New Orleans, gaming is not permitted
while a riverboat is docked, other than for forty-five minutes between
excursions, unless dangerous weather or water conditions exist; (ii) prior to
the passage of legislation legalizing dockside gaming effective April 1, 2001
in the 2001 Special Session of the Louisiana Legislature, each round trip
riverboat cruise may not be less than three nor more than eight hours in
duration, subject to specified exceptions; (iii) agents of the Board are
permitted on board at any time during gaming operations; (iv) gaming devices,
equipment and supplies may be purchased or leased from permitted suppliers; (v)
gaming may only take place in the designated river or waterway; (vi) gaming
equipment may not be possessed, maintained, or exhibited by any person on a
riverboat except in the specifically designated gaming area, or a secure area
used for inspection, repair, or storage of such equipment; (vii) wagers may be
received only from a person present on a licensed riverboat; (viii) persons
under 21 are not permitted in designated gaming areas; (ix) except for slot
machine play, wagers may be made only with tokens, chips, or electronic cards
purchased from the licensee aboard a riverboat; (x) licensees may only use
docking facilities and routes for which they are licensed and may only board
and discharge passengers at the riverboat's licensed berth; (xi) licensees must
have adequate protection and indemnity insurance; (xii) licensees must have all
necessary federal and state licenses, certificates and other regulatory
approvals prior to operating a riverboat; and (xiii) gaming may only be
conducted in accordance with the terms of the license and the rules and
regulations adopted by the Board.

   No person may receive any percentage of the profits from our operations in
Louisiana without first being found suitable. In March 1994, Boomtown New
Orleans, its officers, key personnel, partners and persons holding a 5% or
greater interest in the partnership were found suitable by the predecessor to
the Board. In April 1996, the Board's predecessor confirmed that Casino Magic
Bossier's officers, key personnel, partners and persons holding a 5% or greater
interest in the corporation were suitable and authorized to acquire an existing
licensee. In July 1999, the Board renewed Boomtown New Orleans' license to
conduct gaming operations. In May 2001, the Board renewed Casino Magic
Bossier's license to conduct gaming operations. A gaming license is deemed to
be a privilege under Louisiana law and as such may be denied, revoked,
suspended, conditioned or limited at any

                                      26



time by the Board. In issuing a license, the Board must find that the applicant
is a person of good character, honesty and integrity and the applicant is a
person whose prior activities, criminal record, if any, reputation, habits and
associations do not pose a threat to the public interest of the State of
Louisiana or to the effective regulation and control of gaming, or create or
enhance the dangers of unsuitable, unfair or illegal practices, methods, and
activities in the conduct of gaming or the carrying on of business and
financial arrangements in connection therewith. The Board will not grant any
licenses unless it finds that: (i) the applicant is capable of conducting
gaming operations, which means that the applicant can demonstrate the
capability, either through training, education, business experience, or a
combination of the above, to operate a gaming casino; (ii) the proposed
financing of the riverboat and the gaming operations is adequate for the nature
of the proposed operation and from a source suitable and acceptable to the
Board; (iii) the applicant demonstrates a proven ability to operate a vessel of
comparable size, capacity and complexity to a riverboat in its application for
a license; (v) the applicant designates the docking facilities to be used by
the riverboat; (vi) the applicant shows adequate financial ability to construct
and maintain a riverboat; (vii) the applicant has a good faith plan to recruit,
train and upgrade minorities in all employment classifications; and (viii) the
applicant is of good moral character.

   The Board may not award a license to any applicant who fails to provide
information and documentation to reveal any fact material to qualification or
who supplies information which is untrue or misleading as to a material fact
pertaining to the qualification criteria; who has been convicted of or pled
nolo contendere to an offense punishable by imprisonment of more than one year;
who is currently being prosecuted for or regarding whom charges are pending in
any jurisdiction of an offense punishable by more than one year imprisonment;
if any holder of 5% or more in the profits and losses of the applicant has been
convicted of or pled guilty or nolo contendere to an offense which at the time
of conviction is punishable as a felony.

   The transfer of a license is prohibited; however, the sale, assignment,
transfer, pledge, or disposition of securities which represent 5% or more of
the total outstanding shares issued by a holder of a license may be
transferred, subject to prior Board approval. A security issued by a holder of
a license must generally disclose these restrictions.

   Section 2501 of the regulations enacted by the Louisiana State Police
Riverboat Gaming Division pursuant to the Louisiana Act (the "Regulations")
requires prior written approval of the Board of all persons involved in the
sale, purchase, assignment, lease, grant or foreclosure of a security interest,
hypothecation, transfer, conveyance or acquisition of an ownership interest
(other than in a corporation) or economic interest of five percent (5%) or more
in any licensee.

   Section 2523 of the Regulations requires notification to and prior approval
from the Board of the: (a) application for, receipt, acceptance or modification
of a loan, the (b) use of any cash, property, credit, loan or line of credit,
or the (c) guarantee or granting of other forms of security for a loan by a
licensee or person acting on a licensee's behalf. Exceptions to prior written
approval include, without limitation, any transaction for less than $2,500,000
in which all of the lending institutions are federally regulated, the
transaction modifies the terms of an existing, previously approved loan
transaction, or if the transaction involves publicly registered debt and
securities sold pursuant to a firm underwriting agreement.

   The failure of a licensee to comply with the requirements set forth above
may result in the suspension or revocation of that licensee's gaming license.
Additionally, if the Board finds that the individual owner or holder of a
security of a corporate license or intermediary company or any person with an
economic interest in a licensee is not qualified under the Louisiana Act, the
Board may require, under penalty of suspension or revocation of the license,
that the person not: (a) receive dividends or interest on securities of the
corporation, (b) exercise directly or indirectly a right conferred by
securities of the corporation, (c) receive remuneration or economic benefit
from the licensee, or (d) continue in an ownership or economic interest in the
licensee.

   A licensee must periodically report the following information to the Board,
which is not confidential and is to be available for public inspection: (a) the
licensee's net gaming proceeds from all authorized games; (b) the

                                      27



amount of net gaming proceeds tax paid; and, (c) all quarterly and annual
financial statements presenting historical data that are submitted to the
Board, including annual financial statements that have been audited by an
independent certified public accountant.

   The Louisiana Act restricts gaming space on riverboats to no more than
30,000 square feet. The Board has adopted rules governing the method for
approval of the area of operations and the rules and odds of authorized games
and devices permitted, and prescribing grounds and procedures for the
revocation, limitation or suspension of licenses and permits.

   On April 19, 1996, the Louisiana legislature adopted legislation requiring
statewide local elections on a parish-by-parish basis to determine whether to
prohibit or continue to permit licensed riverboat gaming, licensed video poker
gaming, and licensed land-based gaming in Orleans Parish. The applicable local
election took place on November 5, 1996, and the voters in the parishes of
Boomtown New Orleans and Casino Magic Bossier voted to continue licensed
riverboat and video poker gaming. However, it is noteworthy that the current
legislation does not provide for any moratorium on future local elections on
gaming.

   Prior to the passage of legislation in the 2001 Special Session of the
Louisiana Legislature, fees to the state of Louisiana for conducting gaming
activities on a riverboat include: (i) $50,000 per riverboat for the first year
of operation and $100,000 per year, per riverboat thereafter, plus (ii) 18.5%
of net gaming proceeds. In the 2001 Special Session of the Louisiana
Legislature, a law was passed legalizing dockside gaming and increasing the
fees paid to the state of Louisiana to 21.5% of net gaming proceeds effective
April 1, 2001 for the nine riverboats in the southern region of the state,
including our Boomtown New Orleans property, while the fee increase to 21.5% of
net gaming proceeds will be phased in over an approximately two year period for
the riverboats operating in parishes bordering the Red River, including our
Casino Magic Bossier City property.

   Mississippi.  The ownership and operation of casino gaming facilities in
Mississippi are subject to extensive state and local regulation, but primarily
the licensing and regulatory control of the Mississippi Gaming Commission (the
"Mississippi Commission"). The Mississippi Gaming Control Act (the "Mississippi
Act"), which legalized dockside casino gaming in Mississippi, is similar to the
Nevada Gaming Control Act discussed below. The Mississippi Commission has
adopted regulations which are also similar in many respects to the Nevada
gaming regulations.

   The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Commission are based upon declarations of public policy that are
concerned with, among other things, (1) the prevention of unsavory or
unsuitable persons from having direct or indirect involvement with gaming at
any time or in any capacity; (2) the establishment and maintenance of
responsible accounting practices and procedures; (3) the maintenance of
effective controls over the financial practices of licensees, including the
establishment of minimum procedures for internal fiscal affairs and
safeguarding of assets and revenues, providing for reliable record keeping and
requiring the filing of periodic reports with the Mississippi Commission; (4)
the prevention of cheating and fraudulent practices; (5) providing a source of
state and local revenues through taxation and licensing fees; and (6) ensuring
that gaming licensees, to the extent practicable, employ Mississippi residents.
The regulations are subject to amendment and interpretation by the Mississippi
Commission. We believe that our compliance with the licensing procedures and
regulatory requirements of the Mississippi Commission will not affect the
marketability of our securities. Changes in Mississippi laws or regulations may
limit or otherwise materially affect the types of gaming that may be conducted
and such changes, if enacted, could have an adverse effect on us and our
Mississippi gaming operations.

   The Mississippi Act provides for legalized dockside gaming in each of the
fourteen counties that border the Gulf Coast or the Mississippi River, but only
if the voters in the county have not voted to prohibit gaming in that county.
As of June 1, 2002, dockside gaming was permissible in nine of the fourteen
eligible counties in the state and gaming operations had commenced in seven
counties. Under Mississippi law, gaming vessels must be located on the
Mississippi River or on navigable waters in eligible counties along the
Mississippi River or in the waters lying south of the counties along the
Mississippi Gulf Coast.

                                      28



   The Mississippi Act permits unlimited stakes gaming on permanently moored
vessels on a 24-hour basis and does not restrict the percentage of space which
may be utilized for gaming. The Mississippi Act permits substantially all
traditional casino games and gaming devices.

   We and any subsidiary of ours that operates a casino in Mississippi (a
"Mississippi Gaming Subsidiary") are subject to the licensing and regulatory
control of the Mississippi Commission. We are registered under the Mississippi
Act as a publicly traded corporation (a "Registered Corporation") of Biloxi
Casino Corp. d/b/a Casino Magic Biloxi ("Casino Magic Biloxi") and have been
found suitable to own the stock of Casino Magic Corp., which is registered as
an intermediary company (an "Intermediary Company"). Casino Magic Corp. has
been found suitable to own the stock of Casino Magic Biloxi. As a Registered
Corporation, we are required periodically to submit detailed financial and
operating reports to the Mississippi Commission and furnish any other
information which the Mississippi Commission may require. If we are unable to
continue to satisfy the registration requirements of the Mississippi Act, we
and any Mississippi Gaming Subsidiary cannot own or operate gaming facilities
in Mississippi. No person may become a stockholder of or receive any percentage
of profits from an Intermediary Company or a Mississippi Gaming Subsidiary of a
Registered Corporation without first obtaining licenses and approvals from the
Mississippi Commission. We have obtained such approvals from the Mississippi
Commission.

   A Mississippi Gaming Subsidiary must maintain a gaming license from the
Mississippi Commission to operate a casino in Mississippi. Such licenses are
issued by the Mississippi Commission subject to certain conditions, including
continued compliance with all applicable state laws and regulations. There are
no limitations on the number of gaming licenses that may be issued in
Mississippi. Gaming licenses require the payment of periodic fees and taxes,
are not transferable, are issued for a three-year period (and may be continued
for two additional three-year periods) and must be renewed periodically
thereafter. Casino Magic Biloxi was granted a renewal of its gaming license by
the Mississippi Commission on December 21, 2000.

   Certain of our officers and employees and the officers, directors and
certain key employees of Casino Magic Corp. and Casino Magic Biloxi must be
found suitable or approved by the Mississippi Commission. We believe that we
have obtained or applied for all necessary findings of suitability with respect
to such persons associated with us, Casino Magic Corp. or Casino Magic Biloxi,
although the Mississippi Commission, in its discretion, may require additional
persons to file applications for findings of suitability. In addition, any
person having a material relationship or involvement with us, Casino Magic
Corp. or Casino Magic Biloxi may be required to be found suitable, in which
case those persons must pay the costs and fees associated with such
investigation. The Mississippi Commission may deny an application for a finding
of suitability for any cause that it deems reasonable. Changes in certain
licensed positions must be reported to the Mississippi Commission. In addition
to its authority to deny an application for a finding of suitability, the
Mississippi Commission has jurisdiction to disapprove a change in a person's
corporate position or title and such changes must be reported to the
Mississippi Commission. The Mississippi Commission has the power to require us,
Casino Magic Corp. and Casino Magic Biloxi to suspend or dismiss officers,
directors and other key employees or sever relationships with other persons who
refuse to file appropriate applications or whom the authorities find unsuitable
to act in such capacities. Determinations of suitability or questions
pertaining to licensing are not subject to judicial review in Mississippi.

   At any time, the Mississippi Commission has the power to investigate and
require the finding of suitability of any of our record or beneficial
stockholders. The Mississippi Act requires any person who acquires more than
five percent of any class of voting securities of a Registered Corporation, as
reported to the Securities and Exchange Commission ("SEC"), to report the
acquisition to the Mississippi Commission, and such person may be required to
be found suitable. Also, any person who becomes a beneficial owner of more than
ten percent of any class of voting securities of a Registered Corporation, as
reported to the SEC, must apply for a finding of suitability by the Mississippi
Commission. The Mississippi Commission generally has exercised its discretion
to require a finding of suitability of any beneficial owner of more than five
percent of any class of voting securities of a Registered Corporation. If a
stockholder who must be found suitable is a corporation, partnership or trust,
it must submit detailed business and financial information, including a list of
beneficial owners. Any record or

                                      29



beneficial stockholder required to apply for a finding suitability must pay all
investigative fees and costs of the Mississippi Commission in connection with
such investigation.

   The Mississippi Commission has adopted a policy which provides that under
certain circumstances, an "institutional investor," as defined in the policy,
which acquires more than ten percent, but not more than fifteen percent, of a
Registered Corporation's voting securities may apply to the Mississippi
Commission for a waiver of such finding of suitability if such institutional
investor holds the voting securities for investment purposes only. An
institutional investor shall not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Registered Corporation, any change in
the Registered Corporation's corporate charter, restated bylaws, management,
policies or operations of the Registered Corporation, or any of its gaming
affiliates, or any other action which the Mississippi Commission finds to be
inconsistent with holding the Registered Corporation's voting securities for
investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in its management, policies or
operations; and (iii) such other activities as the Mississippi Commission may
determine to be consistent with such investment intent.

   Any person who fails or refuses to apply for a finding of suitability or a
license within thirty (30) days after being ordered to do so by the Mississippi
Commission may be found unsuitable. The same restrictions apply to a record
owner if the record owner, after request, fails to identify the beneficial
owner. Any person found unsuitable and who holds, directly or indirectly, any
beneficial ownership of such securities beyond such time as the Mississippi
Commission prescribes, may be guilty of a misdemeanor. We may be subject to
disciplinary action if, after receiving notice that a person is unsuitable to
be a stockholder or to have any other relationship with us, Casino Magic Corp.
or Casino Magic Biloxi, the company involved: (1) pays the unsuitable person
any dividend or other distribution upon such person's voting securities; (2)
recognizes the exercise, directly or indirectly, of any voting rights conferred
by securities held by the unsuitable person; (3) pays the unsuitable person any
remuneration in any form for services rendered or otherwise, except in certain
limited and specific circumstances; or (4) fails to pursue all lawful efforts
to require the unsuitable person to divest himself of the securities,
including, if necessary, the immediate purchase of the securities for cash at a
fair market value.

   We may be required to disclose to the Mississippi Commission, upon request,
the identities of the holders of any of our debt or other securities. In
addition, under the Mississippi Act, the Mississippi Commission may in its
discretion require the holder of any debt security of a Registered Corporation
to file an application, be investigated and be found suitable to own the debt
security. Although the Mississippi Commission generally does not require the
individual holders of obligations such as notes to be investigated and found
suitable, the Mississippi Commission retains the discretion to do so for any
reason, including but not limited to, a default, or where the holder of the
debt instrument exercises a material influence over the gaming operations of
the entity in question. Any holder of debt securities required to apply for a
finding of suitability must pay all investigative fees and costs of the
Mississippi Commission in connection with such an investigation.

   If the Mississippi Commission determines that a person is unsuitable to own
a debt security, then the Registered Corporation may be sanctioned, including
the loss of its approvals, if without the prior approval of the Mississippi
Commission it: (1) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (2) recognizes any voting right by the unsuitable
person in connection with those securities; (3) pays the unsuitable person
remuneration in any form; or (4) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation, or similar
transaction.

   Each Mississippi Gaming Subsidiary and Intermediary Company must maintain in
Mississippi a current ledger with respect to ownership of its equity securities
and we must maintain in Mississippi a current list of our stockholders, which
must reflect the record ownership of each outstanding share of any class of our
equity

                                      30



securities. The ledger and stockholder lists must be available for inspection
by the Mississippi Commission at any time. If any securities are held in trust
by an agent or by a nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Mississippi Commission. A failure to
make such disclosure may be grounds for finding the record holder unsuitable.
We must also render maximum assistance in determining the identity of the
beneficial owner.

   The Mississippi Act requires that the certificates representing securities
of a Registered Corporation bear a legend indicating that the securities are
subject to the Mississippi Act and the regulations of the Mississippi
Commission. We have received from the Mississippi Commission a waiver from this
legend requirement. The Mississippi Commission has the power to impose
additional restrictions on the holders of our securities at any time.

   Substantially all material loans, leases, sales of securities and similar
financing transactions by a Registered Corporation, an Intermediary Company or
a Mississippi Gaming Subsidiary must be reported to or approved by the
Mississippi Commission. A pledge of the stock of a Mississippi Gaming
Subsidiary and the foreclosure of such a pledge are ineffective without the
prior approval of the Mississippi Commission. Moreover, restrictions on the
transfer of an equity security issued by a Mississippi Gaming Subsidiary or
Intermediary Company and agreements not to encumber such securities are
ineffective without the prior approval of the Mississippi Commission.

   A Registered Corporation may not make a public offering of its securities
without the prior approval of the Mississippi Commission if any part of the
proceeds of the offering is to be used to finance the construction, acquisition
or operation of gaming facilities in Mississippi or to retire or extend
obligations incurred for those purposes. Under the regulations of the
Mississippi Commission, a Mississippi Gaming Subsidiary may not guarantee a
security issued by an affiliated company pursuant to a public offering, or
pledge its assets to secure payment or performance of the obligations evidenced
by the security issued by the affiliated company, without the prior approval of
the Mississippi Commission. Such approval, if given, does not constitute a
recommendation or approval of the investment merits of the securities subject
to the offering.

   On February 20, 2002, the Mississippi Commission granted us prior approval
to make public offerings and private placements of securities for a period of
two years, subject to certain conditions (the "Mississippi Shelf Approval").
The Mississippi Shelf Approval also includes approval for Casino Magic Corp.
and Casino Magic Biloxi to guarantee any security issued by, and for Casino
Magic Biloxi to hypothecate its assets to secure the payment or performance of,
any obligations evidenced by a security issued by us in a public offering or
private placement under the Mississippi Shelf Approval. The Mississippi Shelf
Approval also includes approval to place restrictions upon the transfer of and
enter into agreements not to encumber the equity securities of Casino Magic
Corp. and Casino Magic Biloxi. The Mississippi Shelf Approval, however, may be
rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Mississippi Commission. The Mississippi Shelf
Approval does not constitute a finding, recommendation or approval of the
Mississippi Commission as to the accuracy or the adequacy of any prospectus or
the investment merits of any securities offered thereby. Any representation to
the contrary is unlawful. The sale of securities pursuant to this shelf
registration statement will qualify as an offering made pursuant to the terms
of the Mississippi Shelf Approval as currently in effect or as may be renewed
in the discretion of the Mississippi Commission.

   Changes in control of us through merger, consolidation, acquisition of
assets, management or consulting agreements, or any act or conduct by a person
by which he or she obtains control, may not occur without the prior approval of
the Mississippi Commission. Entities seeking to acquire control of a Registered
Corporation must satisfy the Mississippi Commission in a variety of stringent
standards prior to assuming control of the Registered Corporation. The
Mississippi Commission may also require controlling stockholders, officers,
directors and other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as
part of the approval process relating to the transaction.

                                      31



   The Mississippi legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and other corporate
defense tactics that affect corporate gaming licensees in Mississippi and
Registered Corporations may be injurious to stable and productive corporate
gaming. The Mississippi Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Mississippi's gaming industry and to further Mississippi's policy to (1) assure
the financial stability of corporate gaming operations and their affiliates;
(2) preserve the beneficial aspects of conducting business in the corporate
form; and (3) promote a neutral environment for the orderly governance of
corporate affairs.

   Approvals are, in certain circumstances, required from the Mississippi
Commission before a Registered Corporation may make exceptional repurchases of
voting securities (such as repurchases which treat holders differently) in
excess of the current market price and before a corporate acquisition opposed
by management can be consummated. Mississippi's gaming regulations also require
prior approval by the Mississippi Commission of a plan of recapitalization
proposed by the Registered Corporation's board of directors in response to a
tender offer made directly to the Registered Corporation's stockholders for the
purpose of acquiring control of the Registered Corporation.

   Neither we, any Intermediary Company nor any Mississippi Gaming Subsidiary
may engage in gaming activities in Mississippi while also conducting gaming
operations outside of Mississippi without approval of the Mississippi
Commission. The Mississippi Commission may require determinations that, among
other things, there are means for the Mississippi Commission to have access to
information concerning the out-of-state gaming operations of us and our
affiliates. We have previously obtained a waiver of foreign gaming approval
from the Mississippi Commission for operations in other states in which we
conduct gaming operations and will be required to obtain the approval or a
waiver of such approval from the Mississippi Commission prior to engaging in
any additional future gaming operations outside of Mississippi.

   If the Mississippi Commission determined that we, Casino Magic Corp. or
Casino Magic Biloxi violated a gaming law or regulation, the Mississippi
Commission could limit, condition, suspend or revoke our approvals, the
approvals of Casino Magic Corp. and the license of Casino Magic Biloxi, subject
to compliance with certain statutory and regulatory procedures. In addition,
we, Casino Magic Corp., Casino Magic Biloxi and the persons involved could be
subject to substantial fines for each separate violation. Because of such a
violation, the Mississippi Commission could seek to appoint a supervisor to
operate our Mississippi casino facilities. Limitation, conditioning or
suspension of any gaming license or approval or the appointment of a supervisor
could (and revocation of any gaming license or approval would) materially
adversely affect us, our gaming operations and our results of operations.

   License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Mississippi and to the
counties and cities in which a Mississippi Gaming Subsidiary's respective
operations are conducted. Depending upon the particular fee or tax involved,
these fees and taxes are payable either monthly, quarterly or annually and are
based upon (1) a percentage of the gross gaming revenues received by the casino
operation, (2) the number of gaming devices operated by the casino, or (3) the
number of table games operated by the casino. The license fee payable to the
State of Mississippi is based upon "gaming receipts" (generally defined as
gross receipts less payouts to customers as winnings) and the current maximum
tax rate imposed is 8% of gaming receipts in excess of $134,000 per month. The
gross revenue fees imposed by the local governments equal approximately 4% of
the gaming receipts.

   The Mississippi Commission's regulations require as a condition of licensure
or license renewal that an existing licensed gaming establishment's plan
include a 500-car parking facility in close proximity to the casino complex and
infrastructure facilities which amount to at least twenty-five percent of the
casino cost. We believe that Casino Magic Biloxi is in compliance with this
requirement. The Mississippi Commission later adopted amendments to the
regulation that increase the infrastructure development requirement from
twenty-five percent to one hundred percent for new casinos (or upon acquisition
of a closed casino), but grandfathered existing licensees.

                                      32



   In recent years, certain anti-gaming groups proposed for adoption through
the initiative and referendum process certain amendments to the Mississippi
Constitution which would prohibit gaming in the state. The proposals were
declared illegal by the Mississippi courts on constitutional and procedural
grounds. The latest ruling was appealed to the Mississippi Supreme Court, which
affirmed the decision of the lower court. If another such proposal were to be
offered and if a sufficient number of signatures were to be gathered to place a
legal initiative on the ballot, it is possible for the voters of Mississippi to
consider such a proposal in November 2003. While we are unable to predict
whether such an initiative will appear on a ballot or the likelihood of such an
initiative being approved by the voters, if such an initiative were passed and
gaming were prohibited in Mississippi it would have a significant adverse
effect on us and our Mississippi gaming operations.

   The sale of food or alcoholic beverages at Casino Magic Biloxi is subject to
licensing, control and regulation by the applicable state and local
authorities. The agencies involved have full power to limit, condition, suspend
or revoke any such license, and any such disciplinary action against Casino
Magic Biloxi could (and revocation would) have a materially adverse effect upon
our operations. Certain of our, Casino Magic Corp.'s and Casino Magic Biloxi's
officers and managers must be investigated by the Alcoholic Beverage Control
Division of the State Tax Commission (the "ABC") in connection with Casino
Magic Biloxi's liquor permits. Changes in licensed positions must be approved
by the ABC.

   Nevada.  The ownership and operation of casino gaming facilities in Nevada
are subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated there under (collectively, "Nevada Act"); and (ii) various local
regulations. Our gaming operations are subject to the licensing and regulatory
control of the Nevada Gaming Commission ("Nevada Commission"), the Nevada State
Gaming Control Board ("Nevada Board") and Washoe County. The Nevada Commission,
the Nevada Board and Washoe County are collectively referred to as the "Nevada
Gaming Authorities."

   The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the prevention of
cheating and fraudulent practices; and (v) providing a source of state and
local revenues through taxation and licensing fees. Changes in such laws,
regulations and procedures could have an adverse effect on Boomtown Reno's
gaming operations.

   Boomtown Hotel & Casino, Inc. (the "Gaming Subsidiary"), which operates
Boomtown Reno and two other gaming operations with slot machines only, is
required to be licensed by the Nevada Gaming Authorities. The gaming licenses
require the periodic payment of fees and taxes and are not transferable. We are
currently registered by the Nevada Commission as a publicly traded corporation
(a "Registered Corporation") and have been found suitable to own the stock of
Boomtown, Inc., which is registered as an intermediary company ("Intermediary
Company"). Boomtown has been found suitable to own the stock of the Gaming
Subsidiary, which is a corporate licensee (a "Corporate Licensee") under the
terms of the Nevada Act. As a Registered Corporation, the we are required
periodically to submit detailed financial and operating reports to the Nevada
Commission and furnish any other information which the Nevada Commission may
require. No person may become a stockholder of, or holder of an interest of, or
receive any percentage of profits from an Intermediary Company or a Corporate
Licensee without first obtaining licenses and approvals from the Nevada Gaming
Authorities. We, Boomtown and the Gaming Subsidiary have obtained from the
Nevada Gaming Authorities the various registrations, findings of suitability,
approvals, permits and licenses required in order to engage in gaming
activities in Nevada.

   The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, us, Boomtown or the
Gaming Subsidiary in order to determine whether such

                                      33



individual is suitable or should be licensed as a business associate of a
gaming licensee. Our, Boomtown's and the Gaming Subsidiary's officers,
directors and certain key employees must file applications with the Nevada
Gaming Authorities and may be required to be licensed or found suitable by the
Nevada Gaming Authorities. Our and Boomtown's officers, directors and key
employees who are actively and directly involved in gaming activities of the
Gaming Subsidiary may be required to be licensed or found suitable by the
Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an
application for licensing for any cause which they deem reasonable. A finding
of suitability is comparable to licensing, and both require submission of
detailed personal and financial information followed by a thorough
investigation. The applicant for licensing or a finding of suitability must pay
all the costs of the investigation. Changes in licensed positions must be
reported to the Nevada Gaming Authorities and, in addition to their authority
to deny an application for a finding of suitability or licensure, the Nevada
Gaming Authorities have jurisdiction to disapprove a change in a corporate
position.

   If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with us, Boomtown or the Gaming Subsidiary, the companies involved
would have to sever all relationships with such person. In addition, the Nevada
Commission may require us, Boomtown or the Gaming Subsidiary to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are not
subject to judicial review in Nevada.

   We and the Gaming Subsidiary are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by us, Boomtown
and the Gaming Subsidiary must be reported to or approved by the Nevada
Commission.

   If it were determined that the Nevada Act was violated by the Gaming
Subsidiary, the gaming licenses it holds could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, we, Boomtown, the Gaming Subsidiary and the
persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission.
Further, a supervisor could be appointed by the Nevada Commission to operate
Boomtown Reno and, under certain circumstances, earnings generated during the
supervisor's appointment (except for reasonable rental value of the casino)
could be forfeited to the State of Nevada. Limitation, conditioning or
suspension of the gaming licenses of the Gaming Subsidiary or the appointment
of a supervisor could (and revocation of any gaming license would) negatively
affect our gaming operations.

   Any beneficial holder of our voting securities, regardless of the number of
shares owned, may be required to file an application, be investigated, and be
found suitable as a beneficial holder of the our voting securities if the
Nevada Commission has reason to believe that such ownership would otherwise be
inconsistent with the declared policies of the State of Nevada. The applicant
must pay all costs of investigation incurred by the Nevada Gaming Authorities
in conducting any such investigation.

   The Nevada Act requires any person who acquires beneficial ownership of more
than 5% of a Registered Corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of a Registered Corporation's voting securities apply
to the Nevada Commission for a finding of suitability within thirty days after
the Chairman of the Nevada Board mails the written notice requiring such
filing. Under certain circumstances, an "institutional investor," as defined in
the Nevada Act, which acquires more than 10%, but not more than 15%, of a
Registered Corporation's voting securities may apply to the Nevada Commission
for a waiver of such finding of suitability if such institutional investor
holds the voting securities for investment purposes only. An institutional
investor shall not be deemed to hold voting securities for investment purposes
unless the voting securities were acquired and are held in the ordinary course
of business as an institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members of the board
of directors of the Registered Corporation, any change in the Registered
Corporation's corporate charter, restated bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming affiliates, or
any other action which the Nevada Commission finds

                                      34



to be inconsistent with holding the Registered Corporation's voting securities
for investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information, including a list of beneficial owners. The applicant is
required to pay all costs of investigation.

   Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and
who holds, directly or indirectly, any beneficial ownership of the common stock
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. We are subject to disciplinary action if, after
we receive notice that a person is unsuitable to be a stockholder or to have
any other relationship with us, Boomtown or the Gaming Subsidiary, we: (i) pay
that person any dividend or interest upon voting securities of the company,
(ii) allow that person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pay remuneration in any
form to that person for services rendered or otherwise, or (iv) fail to pursue
all lawful efforts to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of said voting
securities for cash at fair market value.

   The Nevada Commission may, in its discretion, require the holder of any debt
or other security of a Registered Corporation to file applications, be
investigated and be found suitable to own the debt or other security of a
Registered Corporation if the Nevada Commission has reason to believe that his
acquisition of such debt or other security would otherwise be inconsistent with
the policy of the State of Nevada. If the Nevada Commission determines that a
person is unsuitable to own such security, then pursuant to the Nevada Act, the
Registered Corporation can be sanctioned, including the loss of its approvals,
if without the prior approval of the Nevada Commission, it: (i) pays to the
unsuitable person any dividend, interest, or any distribution whatsoever; (ii)
recognizes any voting right by such unsuitable person in connection with such
securities; (iii) pays the unsuitable person remuneration in any form; or (iv)
makes any payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation, or similar transaction.

   We are required to maintain a current stock ledger in Nevada which may be
examined by the Nevada Gaming Authorities at any time. If any securities are
held in trust by an agent or by a nominee, the record holder may be required to
disclose the identity of the beneficial owner to the Nevada Gaming Authorities.
A failure to make such disclosure may be grounds for finding the record holder
unsuitable. We are also required to render maximum assistance in determining
the identity of the beneficial owner. The Nevada Commission has the power to
require that the our stock certificates bear a legend indicating that the
securities are subject to the Nevada Act. However, to date the Nevada
Commission has not imposed such a requirement on us.

   We are not permitted to make a public offering of our securities without the
prior approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. On March 22, 2001, the Nevada Commission granted the us prior
approval to make public offerings for a period of two years, subject to certain
conditions (the "Nevada Shelf Approval"). The Nevada Shelf Approval also
applies to any affiliated company wholly owned by us (an "Affiliate"), which is
a publicly traded corporation or would thereby become a publicly traded
corporation pursuant to a public offering. The Nevada Shelf Approval also
includes approval for Boomtown and the Gaming Subsidiary to guarantee any
security issued by, and for the Gaming Subsidiary to hypothecate its assets to
secure the payment or performance of any obligations evidenced by a security
issued by us or an Affiliate in a public offering under the Nevada Shelf
Approval. The Nevada Shelf Approval also includes approval to place
restrictions upon the transfer of and enter into agreements not to encumber the
equity

                                      35



securities of Boomtown and the Gaming Subsidiary. The Nevada Shelf Approval,
however, may be rescinded for good cause without prior notice upon the issuance
of an interlocutory stop order by the Chairman of the Nevada Board. The Nevada
Shelf Approval does not constitute a finding, recommendation or approval of the
Nevada Gaming Authorities as to the accuracy or the adequacy of the prospectus
or the investment merits of the securities offered thereby. Any representation
to the contrary is unlawful. The sale of common stock pursuant to this
prospectus will qualify as a public offering and will be made pursuant to the
terms of the Nevada Shelf Approval as currently in effect or as may be renewed
in the discretion of the Nevada Gaming Commission.

   Changes in control of a Registered Corporation through merger,
consolidation, stock or asset acquisitions, management or consulting
agreements, or any act or conduct by a person whereby he obtains control, may
not occur without the prior approval of the Nevada Commission. Entities seeking
to acquire control of a Registered Corporation must satisfy the Nevada Board
and Nevada Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation. The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having a
material relationship or involvement with the entity proposing to acquire
control to be investigated and licensed as part of the approval process
relating to the transaction.

   The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada corporate gaming licensees, and Registered Corporations that
are affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming licensees and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional repurchases
of voting securities above the current market price thereof and before a
corporate acquisition opposed by management can be consummated. The Nevada Act
also requires prior approval of a plan of recapitalization proposed by the
Registered Corporation's Board of Directors in response to a tender offer made
directly to the Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.

   License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to Washoe
County, in which the Gaming Subsidiary's operations are conducted. Depending
upon the particular fee or tax involved, these fees and taxes are payable
either monthly, quarterly or annually and are based upon either: (i) a
percentage of the gross revenues received; (ii) the number of gaming devices
operated; or (iii) the number of table games operated. A casino entertainment
tax is also paid by casino operations where entertainment is furnished in a
cabaret, nightclub, cocktail lounge or casino showroom in connection with the
serving or selling of food or refreshments, or the selling of any merchandise.

   Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside
of Nevada, is required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of
investigation by the Nevada Board of such Licensee's participation in such
foreign gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. Licensees
are also subject to disciplinary action by the Nevada Commission if they
knowingly violate any laws of the foreign jurisdiction pertaining to the
foreign gaming operation, fail to conduct the foreign gaming operation in
accordance with the standards of honesty and integrity required of Nevada
gaming operations, engage in activities or enter into associations that are
harmful to the State of Nevada or its ability to collect gaming taxes and fees,
or employ, contract with, or associate with a person in the foreign operation
who has been denied a license or finding of suitability in Nevada on the ground
of unsuitability.

                                      36



   California.  Operation of California card club casinos such as the Hollywood
Park-Casino and the Crystal Park Casino is governed by the Gambling Control Act
(the "GCA") and is subject to the oversight of the California Attorney General
and the California Gambling Control Commission. Under the GCA, a California
card club casino may only offer certain forms of card games, including Poker,
Pai Gow, and California Blackjack. A card club casino may not offer many of the
card games and other games of chance permitted in Nevada and other
jurisdictions where we conduct business. Although the California Attorney
General takes the position that, under the GCA, only individuals, partnerships
or privately-held companies (as opposed to publicly-traded companies such us)
are eligible to operate card club casinos, the enactment of California Senate
Bill 100 ("SB-100") in 1995, and the subsequent enactment of Senate Bill-8
permit a publicly-owned racing association to own and operate a card club
casino if it also owns and operates a race track on the same premises.

   In September 1995, the Attorney General granted us a provisional
registration under SB-100 to operate the Hollywood Park-Casino, which
provisional registration was renewed effective January 1, 1999. Pursuant to the
GCA, on September 10, 1999, in connection with the sale of the Hollywood Park
Race Track (see Note 11 to the Notes to Consolidated Financial Statements of
our Annual Report on Form 10-K for the year ended December 31, 2001, which we
incorporate be reference in this prospectus), we were no longer eligible to
operate the Hollywood Park-Casino and therefore entered into a sublease
arrangement of the Hollywood Park-Casino with the same third party operator
which leases the Crystal Park Casino. In the event the GCA were to be amended
to permit publicly-traded companies such as us to operate card clubs, we, and
our officers, directors and certain stockholders, would likely have to file the
necessary licensing applications with the Attorney General, if we wished to
operate the Hollywood Park-Casino or the Crystal Park Casino.

   Pursuant to the GCA, the operator of a card club casino, and its officers,
directors and certain stockholders are required to be registered by the
Attorney General and licensed by the municipality in which it is located. A
permanent registration will not be granted until the California Department of
Justice completes its review of our applications and the applications of our
corporate officers and directors. The Attorney General has broad discretion to
deny a gaming registration and may impose reasonably necessary conditions upon
the granting of a gaming registration. Grounds for denial include felony
convictions, criminal acts, convictions involving dishonesty, illegal gambling
activities, and false statements on a gaming application. Such grounds also
generally include having a financial interest in a business or organization
that engages in gaming activities that are illegal under California law. In
addition, the Attorney General possesses broad authority to suspend or revoke a
gaming registration on any of the foregoing grounds, as well as for violation
of any federal, state or local gambling law, failure to take reasonable steps
to prevent dishonest acts or illegal activities on the premises of the card
club casino, failure to cooperate with the Attorney General in its oversight of
the card club casino and failure to comply with any condition of the
registration. The City of Inglewood and the City of Compton have granted the
operator of the Hollywood Park-Casino and the Crystal Park Casino all municipal
gaming licenses necessary for operation of such facilities, and the operator
has received provisional registrations for both locations from the California
Department of Justice.

   Argentina.  The Provincial Government of Neuquen, Argentina enacted a casino
privatization program to issue twelve-year exclusive concession agreements to
operate existing casinos. Our two casinos are the only casinos in the province
of Neuquen, in west central Argentina, and are located in Neuquen City and San
Martin de los Andes. The casinos had previously been operated by the provincial
government. The Ministry of Finance of Argentina has adopted a modified
regulatory system for casinos, based somewhat on the regulatory system utilized
by the State of Nevada, and such regulatory system is being administered by the
Provincial Government of Neuquen. We cannot predict what effect the enactment
of other laws, regulations or pronouncements relating to casino operations may
have on the operations of Casino Magic Argentina.

                                      37



                             SELLING STOCKHOLDERS

   The selling stockholders may include R.D. Hubbard, a former director and
Chairman of the Board of the company, or certain of his affiliates. To our
knowledge, based on the information contained on a Schedule 13D he filed on May
16, 2002, Mr. Hubbard beneficially owns 2,322,699 or 8.9%, of our outstanding
common stock.

   The prospectus supplement for any offering of our common stock by selling
stockholders will include, among other things, the following information:

  .   the names of the selling stockholders;

  .   the nature of any position, office, or other material relationship which
      any selling stockholder has had within the past three years with us or
      any of our predecessors or affiliates;

  .   the number of shares of common stock held by each of the selling
      stockholders;

  .   the percentage of shares of our outstanding common stock held by each of
      the selling stockholders; and

  .   the number of shares of common stock offered by each of the selling
      stockholders.

                             PLAN OF DISTRIBUTION

   We and the selling stockholders (with respect to common stock) may sell the
securities offered by this prospectus to one or more underwriters or dealers
for public offering, through agents, directly to purchasers or through a
combination of any such methods of sale. The name of any such underwriter,
dealer or agent involved in the offer and sale of the securities, the amounts
underwritten and the nature of its obligation to take the securities will be
stated in the applicable prospectus supplement. We and/or the selling
stockholders have reserved the right to sell the securities directly to
investors on our own and/or the selling stockholders' behalf in those
jurisdictions where we and/or the selling stockholders are authorized to do so.
The sale of the securities may be effected in transactions (a) on any national
or international securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than on such exchanges
or in the over-the-counter market or (d) through the writing of options.

   In addition, we may issue the securities as a dividend or distribution or in
a subscription rights offering to our existing security holders. In some cases,
we or dealers acting with us or on our behalf, and/or selling stockholders or
dealers acting with them on their behalf, may also purchase securities and
reoffer them to the public by one or more of the methods described above. This
prospectus may be used in connection with any offering of our securities
through any of these methods or other methods described in the applicable
prospectus supplement.

   We, our agents and underwriters, and/or any selling stockholder and its
agents and underwriters, may offer and sell the securities at a fixed price or
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
securities may be offered on an exchange, which will be disclosed in the
applicable prospectus supplement. We and/or any selling stockholders may, from
time to time, authorize dealers, acting as our or their agents, to offer and
sell the securities upon such terms and conditions as set forth in the
applicable prospectus supplement.

   If we and/or any selling stockholders use underwriters to sell securities,
we and/or such selling stockholders will enter into an underwriting agreement
with them at the time of the sale to them. In connection with the sale of the
securities, underwriters may receive compensation from us and any selling
stockholders in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of the securities for whom they may act as
agent. Any underwriting compensation paid by us and/or such selling
stockholders to underwriters or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in the applicable
prospectus

                                      38



supplement to the extent required by applicable law. Underwriters may sell the
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions (which may be changed from time to time) from the purchasers for
whom they may act as agents.

   Dealers, agents and selling stockholders participating in the distribution
of the securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act. Unless otherwise indicated in the applicable prospectus
supplement, an agent will be acting on a best efforts basis, and a dealer will
purchase debt securities as a principal, and may then resell the debt
securities at varying prices to be determined by the dealer.

   If so indicated in the prospectus supplement, we and/or the selling
stockholders will authorize underwriters, dealers or agents to solicit offers
by certain specified institutions to purchase offered securities from us and/or
the selling stockholders at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject to any conditions set forth in the applicable prospectus supplement,
and the prospectus supplement will set forth the commission payable for
solicitation of such contracts. The underwriters and other persons soliciting
such contracts will have no responsibility for the validity or performance of
any such contracts.

   If we offer securities in a subscription rights offering to our existing
security holders, we may enter into a standby underwriting agreement with
dealers, acting as standby underwriters. We may pay the standby underwriters a
commitment fee for the securities they commit to purchase on a standby basis.
If we do not enter into a standby underwriting arrangement, we may retain a
dealer-manager to manage a subscription rights offering for us.

   Underwriters, dealers and agents may be entitled, under agreements entered
into with our company and/or any selling stockholders to indemnification
against and contribution towards certain civil liabilities, including any
liabilities under the Securities Act of 1933, as amended.

   To facilitate the offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. These may include over-allotment,
stabilization, syndicate, short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size, which creates a
short position. Stabilizing transactions involve bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Syndicate short covering transactions involve purchases of securities
in the open market after the distribution has been completed in order to cover
syndicate short positions. Penalty bids permit the underwriters to reclaim
selling concessions from dealers when the securities originally sold by the
dealers are purchased in covering transactions to cover syndicate short
positions. These transactions may cause the price of the securities sold in an
offering to be higher than it would otherwise be. These transactions, if
commenced, may be discontinued by the underwriters at any time.

   Any securities other than our common stock issued hereunder may be new
issues of securities with no established trading market. Any underwriters or
agents to or through whom such securities are sold for public offering and sale
may make a market in such securities, but such underwriters or agents will not
be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any such securities. The amount of expenses expected to be incurred by us in
connection with any issuance of securities will be set forth in the applicable
prospectus supplement. Certain of the underwriters, dealers or agents and their
associates may engage in transactions with, and perform services for, us and
certain of our affiliates in the ordinary course of our business.

                                      39



                                 LEGAL MATTERS

   Unless otherwise specified in a prospectus supplement, the validity of any
securities issued hereunder will be passed upon for our company by Irell &
Manella LLP, Los Angeles, California.

                                    EXPERTS

   The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K for Pinnacle Entertainment, Inc. for the year ended
December 31, 2001 have been so incorporated in reliance on the report of Arthur
Andersen LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. Arthur Andersen LLP has not consented to
the inclusion of their report in this prospectus, and we have dispensed with
the requirement to file their consent in reliance upon Rule 437a of the
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the
inclusion of their report in this prospectus, you will not be able to recover
against Arthur Andersen LLP under Section 11 of the Securities Act for any
untrue statements of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omissions to state a material fact
required to be stated therein.

   On May 30, 2002, we filed a current report on Form 8-K which stated in
substance as follows: On May 28, 2002, we dismissed Arthur Andersen LLP
("Andersen") as our independent public accountants. Our Audit Committee of the
Board of Directors participated in and approved the decision to dismiss
Andersen. The reports of Andersen on our financial statements for the past two
fiscal years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
During the two most recent fiscal years and through May 28, 2002, there have
been no disagreements between us and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
Andersen, would have caused Andersen to make reference to the subject matter
thereof in its report on Pinnacle Entertainment's financial statements for such
periods. During the two most recent fiscal years and through May 28, 2002,
there have been no reportable events (as defined in Item 304(a) (1) of
Regulation S-K under the Securities Act of 1933, as amended). At our request,
Andersen furnished a letter addressed to the SEC stating that it agrees with
the above statements. A copy of such letter, dated May 29, 2002, is filed as
Exhibit 16 to the current report on Form 8-K.

   In addition, in that current report on Form 8-K, we also stated in substance
as follows: We named Deloitte & Touche LLP ("Deloitte & Touche") as our new
independent accountants on May 28, 2002. Their engagement is subject to the
completion of Deloitte & Touche's customary client acceptance procedures.
During the two most recent fiscal years and through May 28, 2002, neither we
nor anyone acting on our behalf has consulted with Deloitte & Touche regarding
the matters described in, and required to be disclosed pursuant to, Item
304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K under the Securities Act
of 1933, as amended.

                                      40



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

   The following table sets forth all fees and expenses payable by the
registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions).
All such expenses, except the Securities and Exchange Commission, which we
refer to as the SEC, registration fee, are estimated.

                                                 
          Securities and Exchange Commission registration fee $46,000
          Legal fees and expenses............................       *
          Trustee's fees and expenses........................       *
          Accounting fees and expenses.......................       *
          Printing expenses..................................       *
          Miscellaneous......................................       *
                                                              -------
             Total........................................... $     *
                                                              =======

          
- --------
*  To be filed by amendment.

Item 15.  Indemnification of Directors and Officers.

   Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful.

   Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

   As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director. Article XII of the
Registrant's Certificate of Incorporation, as amended, provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.

   As permitted by Section 145 of the DGCL, the Registrant's Restated bylaws
provide that, to the fullest extent permitted by the DGCL, directors, officers
and certain other persons who are made, or are threatened to be made, parties
to, or are involved in, any action, suit or proceeding will be indemnified by
the Registrant with respect thereto.

   The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions,

                                     II-1



suits or proceedings, and certain liabilities that might be imposed as a result
of such actions, suits or proceedings, to which they are parties by reason of
being or having been directors or officers of the Registrant.

Item 16.  Exhibits and Financial Statements Schedules.

   The exhibits to this registration statement are listed in the Exhibit Index
to this registration statement, which Exhibit Index is hereby incorporated by
reference.

Item 17.  Undertakings.

   The undersigned registrant hereby undertakes:

   (a) (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to the
registration statement:

          (i) To include any prospectus required by Section 10(a)(3) to the
       Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
       in volume and price represent no more than a 20 percent change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;
       provided, however, that the undertakings set forth in clauses (i) and
       (ii) above do not apply if the information required to be included in a
       post-effective amendment by those clauses is contained in periodic
       reports filed with or furnished to SEC by the registrant pursuant to
       Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
       incorporated by reference in this registration statement;

      (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof; and

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering;

   (b) That, for the purposes of determining any liability under the Act of
1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

   (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such

                                     II-2



director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue; and

   (d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of the
Trust Indenture Act.

   (e) (1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

      (2) For the purposes of determining any liability under the Securities
   Act of 1933, each post-effective amendment that contains a form of
   prospectus shall be deemed to be a new registration statement relating to
   the securities offered therein, and the offering of such securities at that
   time be deemed to be the initial bona fide offering thereof.


                                     II-3



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Glendale, California, on the 12th day of June, 2002.

                                              PINNACLE ENTERTAINMENT, INC.,

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                   Chairman of the Board, and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on June 12,
2002 in the capacities indicated below.

          Signature                        Title
          ---------                        -----

     /s/  DANIEL R. LEE        Chairman of the Board, Chief
- -----------------------------    Executive and Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)

   /s/  BRUCE C. HINCKLEY      Senior Vice President and
- -----------------------------    Chief Financial Officer
      Bruce C. Hinckley          (Principal Financial and
                                 Accounting Officer)

   /s/  JAMES L. MARTINEAU     Director
- -----------------------------
     James L. Martineau

     /s/  GARY G. MILLER       Director
- -----------------------------
       Gary G. Miller

     /s/  MICHAEL ORNEST       Director
- -----------------------------
       Michael Ornest

   /s/  TIMOTHY J. PARROT      Director
- -----------------------------
      Timothy J. Parrot

   /s/  LYNN P. REITNOUER      Director
- -----------------------------
      Lynn P. Reitnouer

    /s/  MARLIN TORGUSON       Director
- -----------------------------
       Marlin Torguson

                                      S-1



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              BELTERRA RESORT INDIANA, LLC,
                                              a Nevada limited liability company

                                              By:   its Managing Member

                                                    PINNACLE ENTERTAINMENT,
                                                    INC.,
                                                    a Delaware Corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                   Date
          ---------                        -----                   ----

PINNACLE ENTERTAINMENT, INC.   Managing Member of BELTERRA      June 12, 2002
                                 RESORT INDIANA, LLC, a
                                 Nevada limited liability
                                 company

     /s/  DANIEL R. LEE        Chairman of the Board and        June 12, 2002
- -----------------------------    Chief Executive Officer of
        Daniel R. Lee            PINNACLE ENTERTAINMENT, INC.

                                      S-2



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              BILOXI CASINO CORP.,
                                              a Mississippi corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                    Date
          ---------                        -----                    ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                         June 12, 2002

   /s/  BRUCE C. HINCKLEY      Chief Executive Officer and
- -----------------------------    Treasurer (Principal
      Bruce C. Hinckley          Financial and Accounting
                                 Officer)                         June 12, 2002

                                      S-3



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              BOOMTOWN, INC.,
                                              a Delaware Corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                    Date
          ---------                        -----                    ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                         June 12, 2002

   /s/  BRUCE C. HINCKLEY      Chief Financial Officer
- -----------------------------    (Principal Financial and
      Bruce C. Hinckley          Accounting Officer)              June 12, 2002

                                      S-4



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              BOOMTOWN HOTEL & CASINO, INC.,
                                              a Nevada corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                   Date
          ---------                        -----                   ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                       June 12, 2002

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal
- -----------------------------    Financial and Accounting
      Bruce C. Hinckley          Officer)                       June 12, 2002

                                      S-5



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              CASINO MAGIC CORP.,
                                              a Minnesota corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                     June 12, 2002

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal
- -----------------------------    Financial and Accounting
      Bruce C. Hinckley          Officer)                     June 12, 2002

                                      S-6



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              CASINO ONE CORPORATION,
                                              a Mississippi corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director, President and   June 12, 2002
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal           June 12, 2002
- -----------------------------    Financial and Accounting
      Bruce C. Hinckley          Officer)

                                      S-7



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              CRYSTAL PARK HOTEL AND CASINO
                                              DEVELOPMENT COMPANY, LLC,
                                              a California limited liability
                                              company

                                              By:   its Manager/Member

                                                    HP/COMPTON, INC.,
                                                    a California corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

HP/COMPTON, INC.               Manager of CRYSTAL PARK HOTEL  June 12, 2002
                                 & CASINO DEVELOPMENT
                                 COMPANY, LLC

     /s/  DANIEL R. LEE        Sole Director, President and   June 12, 2002
- -----------------------------    Chief Executive Officer of
        Daniel R. Lee            HP/ COMPTON, INC.

                                      S-8



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              HP/COMPTON, INC.,
                                              a California corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director, President and   June 12, 2002
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)

   /s/  BRUCE C. HINCKLEY      Chief Financial Officer        June 12, 2002
- -----------------------------    (Principal Financial and
      Bruce C. Hinckley          Accounting Officer)

                                      S-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              LOUISIANA-I GAMING, A LOUISIANA
                                              PARTNERSHIP IN COMMENDAM

                                              By:   its General Partner

                                                    LOUISIANA GAMING
                                                    ENTERPRISES, INC.,
                                                    a Louisiana corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

LOUISIANA GAMING ENTERPRISES,  General Partner of             June 12, 2002
  INC.                           LOUISIANA-I GAMING, a
                                 Louisiana Partnership in
                                 Commendam

     /s/  DANIEL R. LEE        Sole Director, President and   June 12, 2002
- -----------------------------    Chief Executive Officer of
        Daniel R. Lee            LOUISIANA GAMING
                                 ENTERPRISES, INC.

                                     S-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              LOUISIANA GAMING ENTERPRISES,
                                              INC.,
                                              a Louisiana corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                     June 12, 2002

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal
- -----------------------------    Financial and Accounting
      Bruce C. Hinckley          Officer)                     June 12, 2002

                                     S-11



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              PNK (BOSSIER CITY), INC.,
                                              a Louisiana corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                  Sole Director, President and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director, President and
- -----------------------------    Chief Executive Officer
        Daniel R. Lee            (Principal Executive
                                 Officer)                     June 12, 2002

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal
- -----------------------------    Financial and Accounting
      Bruce C. Hinckley          Officer)                     June 12, 2002

                                     S-12



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              PNK (LAKE CHARLES), LLC
                                              an Louisiana limited liability
                                              company

                                              By: PINNACLE ENTERTAINMENT, INC.
                                                  a Delaware Corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                    Chairman of the Board and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

PINNACLE ENTERTAINMENT, INC.   Managing Member of PNK (Lake
                                 Charles), LLC, a Louisiana
                                 limited liability company    June 12, 2002

     /s/  DANIEL R. LEE        Chairman of the Board and
- -----------------------------    Chief Executive Officer of
        Daniel R. Lee            PINNACLE ENTERTAINMENT, INC. June 12, 2002

                                     S-13



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              PNK DEVELOPMENT 1, INC.,
                                              a Delaware corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                        Sole Director and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director and Chief        June 12, 2002
- -----------------------------  Executive Officer (Principal
        Daniel R. Lee          Executive Officer)

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal           June 12, 2002
- -----------------------------  Financial and Accounting
      Bruce C. Hinckley        Officer)

                                     S-14



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              PNK DEVELOPMENT 2, INC.,
                                              a Delaware corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                        Sole Director and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director and Chief        June 12, 2002
- -----------------------------  Executive Officer (Principal
        Daniel R. Lee          Executive Officer)

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal           June 12, 2002
- -----------------------------  Financial and Accounting
      Bruce C. Hinckley        Officer)

                                     S-15



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glendale, State of
California on the 12th day of June, 2002.

                                              PNK DEVELOPMENT 3, INC.,
                                              a Delaware corporation

                                              By:      /s/  DANIEL R. LEE
                                                  -----------------------------
                                                          Daniel R. Lee
                                                        Sole Director and
                                                     Chief Executive Officer

                               POWER OF ATTORNEY

   Each person whose signature appears below hereby constitutes and appoints
Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them,
severally, as his attorney-in-fact and Agent, with full power of substitution
and resubstitution, in his name and on his behalf, to sign in any and all
capacities this registration statement and any and all amendments (including
post-effective amendments) and exhibits to this registration statement, any
subsequent registration statement for the same offering which may be filed
under Rule 462(b) under the Securities Act of 1933, as amended, and any and all
amendments (including post-effective amendments) and exhibits thereto, and any
and all applications and other documents relating thereto, with the Securities
and Exchange Commission, with full power and authority to perform and do any
and all acts and things whatsoever which any such attorney or substitute may
deem necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as each of the undersigned could
do if personally present and acting, hereby ratifying and approving all acts of
any such attorney or substitute.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capabilities and on the dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----

     /s/  DANIEL R. LEE        Sole Director and Chief        June 12, 2002
- -----------------------------  Executive Officer (Principal
        Daniel R. Lee          Executive Officer)

   /s/  BRUCE C. HINCKLEY      Treasurer (Principal           June 12, 2002
- -----------------------------  Financial and Accounting
      Bruce C. Hinckley        Officer)

                                     S-16



                                 EXHIBIT INDEX



Exhibit
Number                                         Description of Exhibit
- ------                                         ----------------------
     

 1.1*   Form of Underwriting Agreement.

  4.1   Certificate of Incorporation of Hollywood Park, Inc. is hereby incorporated by reference to Exhibit
          3.1 to the Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26,
          1999.

  4.2   Restated Bylaws of Hollywood Park, Inc. are hereby incorporated by reference to Exhibit 3.2 to the
          Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

  4.3   Certificate of Ownership and Merger, dated February 23, 2000, merging Pinnacle Entertainment, Inc.
          into Hollywood Park, Inc., is hereby incorporated by reference to Exhibit 3.3 to the Company's
          Annual Report on Form 10-K filed March 29, 2000.

  4.4   Articles of Incorporation of HP/Compton, Inc., are hereby incorporated by reference to Exhibit 3.9 to
          the Company's Amendment No. 1 to Form S-4 Registration dated October 30, 1997.

  4.5   Restated Bylaws of HP/Compton, Inc. are hereby incorporated by reference to Exhibit 3.10 to the
          Company's Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.

  4.6   Articles of Organization of Crystal Park Hotel and Casino Development Company, LLC, are hereby
          incorporated by reference to Exhibit 3.11 to the Company's Amendment No. 1 to Form S-4
          Registration Statement dated October 30, 1997.

  4.7   Operating Agreement of Crystal Park Hotel and Casino Development Company, LLC, are hereby
          incorporated by reference to Exhibit 3.12 to the Company's Amendment No. 1 to Form S-4
          Registration Statement dated October 30, 1997.

  4.8   Amended and Restated Certificate of Incorporation of Boomtown, Inc. is hereby incorporated by
          reference to Exhibit 3.17 to the Company's Amendment No. 1 to Form S-4 Registration Statement
          dated October 30, 1997.

  4.9   Restated Bylaws of Boomtown, Inc. are hereby incorporated by reference to Exhibit 3.18 to the
          Company's Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.

 4.10   Certificate of Amended and Restated Articles of Incorporation of Boomtown Hotel & Casino, Inc.,
          are hereby incorporated by reference to Exhibit 3.19 to the Company's Amendment No. 1 to
          Form S-4 Registration Statement dated October 30, 1997.

 4.11   Revised and Restated Restated Bylaws of Boomtown Hotel & Casino, Inc. are hereby incorporated
          by reference to Exhibit 3.20 to the Company's Amendment No. 1 to Form S-4 Registration
          Statement dated October 30, 1997.

 4.12   Articles of Incorporation of Louisiana Gaming Enterprises, Inc. are hereby incorporated by reference
          to Exhibit 3.25 to the Company's Amendment No. 1 to Form S-4 Registration Statement dated
          October 30,1997.

 4.13   Second Amended and Restated Partnership Agreement of Louisiana-I Gaming, a Louisiana
          Partnership in Commendam, is hereby incorporated by reference to Exhibit 3.26 to the Company's
          Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

 4.14   Articles of Incorporation of Casino Magic Corp. are hereby incorporated by reference to Exhibit 3.29
          to the Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

 4.15   Amended Restated Bylaws of Casino Magic Corp. are hereby incorporated by reference to Exhibit
          3.30 to the Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26,
          1999.


                                      E-1





Exhibit
Number                                        Description of Exhibit
- ------                                        ----------------------
     

   4.16 Articles of Incorporation of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit
          3.33 to the Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26,
          1999.

   4.17 Restated Bylaws of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit 3.34 to the
          Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

   4.18 Articles of Incorporation of Casino One Corporation are hereby incorporated by reference to
          Exhibit 3.37 to the Company's Amendment No. 1 to Form S-4 Registration Statement dated
          March 26, 1999.

   4.19 Restated Bylaws of Casino One Corporation are hereby incorporated by reference to Exhibit 3.38
          to the Company's Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

   4.20 Articles of Organization of Indiana Ventures, LLC (subsequently renamed Belterra Resort Indiana,
          LLC) are hereby incorporated by reference to Exhibit 3.45 to the Company's Amendment No. 1
          to Form S-4 Registration Statement dated March 26, 1999.

   4.21 Operating Agreement of Indiana Ventures, LLC (subsequently renamed Belterra Resort Indiana,
          LLC) is hereby incorporated by reference to Exhibit 3.46 to the Company's Amendment No. 1
          to Form S-4 Registration Statement dated March 26, 1999.

   4.22 Articles of Incorporation of PNK (Bossier City), Inc. (formerly Casino Magic of Louisiana) are
          hereby incorporated by reference to Exhibit 3.44 to the Company's Annual Report on
          Form 10-K for the year ended December 31, 2000.

   4.23 Restated Bylaws of PNK (Bossier City), Inc. (formerly Casino Magic of Louisiana) are hereby
          incorporated by reference to Exhibit 3.45 to the Company's Annual Report on Form 10-K for
          the year ended December 31, 2000.

 4.24** Articles of Organization of PNK (Lake Charles), LLC.

 4.25** Operating Agreement of PNK (Lake Charles), LLC.

4.26*** Certificate of Incorporation of PNK Development 1, Inc.

4.27*** Bylaws of PNK Development 1, Inc.

4.28*** Certificate of Incorporation of PNK Development 2, Inc.

4.29*** Bylaws of PNK Development 2, Inc.

4.30*** Certificate of Incorporation of PNK Development 3, Inc.

4.31*** Bylaws of PNK Development 3, Inc.

4.32*** Form of Indenture.

  4.33* Form of Common Stock Warrant Agreement.

  4.34* Form of Warrant Certificate for Common Stock.

  4.35* Form of Deposit Agreement.

  4.36* Resolutions Establishing Terms of Preferred Stock.

  5.1** Opinion of Irell & Manella LLP.

   8.1* Opinion of Company Counsel Regarding Tax Matters.

12.1*** Computation of Ratios.


                                      E-2





Exhibit
Number                               Description of Exhibit
- ------                               ----------------------
     

23.1**  Consent of Irell & Manella LLP (included as Exhibit 5.1).

  24.1  Powers of Attorney (included in Signature pages of this Registration Statement).

 25.1*  Form T-1 Statement of Eligibility of the Indenture Trustee.

- --------
*   To be filed by post-effective amendment to the Registration Statement or
    incorporated by reference in the event of an offering of the specified
    securities.
**  To be filed by amendment.
*** Filed herewith.

                                      E-3

EX-4.26

                                                                    Exhibit 4.26

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PNK DEVELOPMENT 1, INC.


          FIRST: The name of the corporation is PNK Development 1, Inc.

          SECOND: The address of the corporation's registered office in the
State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent
19901. The name of the corporation's registered agent at such address is
LexisNexis Document Solutions Inc.

          THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Three Thousand (3,000) shares of common stock,
having a par value of one cent ($.01) per share.

          FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors, and the directors need not be
elected by written ballot unless required by the Bylaws of the corporation.

          SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly empowered
to adopt, amend or repeal the Bylaws of the corporation.

          SEVENTH: A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

          EIGHTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware, and all rights conferred upon
stockholders are granted subject to this reservation.



          NINTH: The incorporator is C. A. Webb, whose mailing address is Irell
& Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, California
90067.

          I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware do make, file and record
this Certificate of Incorporation, and, accordingly, have hereto set my hand
this 10th day of June, 2002.





                                               /s/ C. A. Webb
                                               ---------------------------------
                                               C. A. Webb, Incorporator

                                       -2-

EX-4.27

                                                                    EXHIBIT 4.27

..................................................................................


                             PNK DEVELOPMENT 1, INC.
                             -----------------------

                                     BYLAWS

..................................................................................



                                TABLE OF CONTENTS



                                                                                       Page
                                                                                    
ARTICLE I.    OFFICES...............................................................      1

         Section 1.    Registered Office............................................      1

         Section 2.    Other Offices................................................      1

ARTICLE II.   MEETINGS OF STOCKHOLDERS..............................................      1

         Section 1.    Place of Meetings............................................      1

         Section 2.    Annual Meetings..............................................      1

         Section 3.    Special Meetings.............................................      1

         Section 4.    Notice of Meetings...........................................      1

         Section 5.    Quorum; Adjournment..........................................      2

         Section 6.    Proxies and Voting...........................................      2

         Section 7.    Stock List...................................................      2

         Section 8.    Actions by Stockholders......................................      3

ARTICLE III.  BOARD OF DIRECTORS....................................................      4

         Section 1.    Duties and Powers............................................      4

         Section 2.    Number and Term of Office....................................      4

         Section 3.    Vacancies....................................................      4

         Section 4.    Meetings.....................................................      4

         Section 5.    Quorum.......................................................      4

         Section 6.    Actions of Board Without a Meeting...........................      5

         Section 7.    Meetings by Means of Conference Telephone....................      5

         Section 8.    Committees...................................................      5

         Section 9.    Compensation.................................................      5

         Section 10.   Removal......................................................      6


                                      -i-





                                                                                       Page
                                                                                    
ARTICLE IV.   OFFICERS..............................................................      6

         Section 1.    General......................................................      6

         Section 2.    Election; Term of Office.....................................      6

         Section 3.    Chairman of the Board........................................      6

         Section 4.    President....................................................      6

         Section 5.    Vice President...............................................      7

         Section 6.    Secretary....................................................      7

         Section 7.    Assistant Secretaries........................................      7

         Section 8.    Treasurer....................................................      7

         Section 9.    Assistant Treasurers.........................................      8

         Section 10.   Other Officers...............................................      8

ARTICLE V.    STOCK.................................................................      8

         Section 1.    Form of Certificates.........................................      8

         Section 2.    Signatures...................................................      8

         Section 3.    Lost Certificates............................................      8

         Section 4.    Transfers....................................................      8

         Section 5.    Record Date..................................................      9

         Section 6.    Beneficial Owners............................................      9

         Section 7.    Voting Securities Owned by the Corporation...................      9

ARTICLE VI.   NOTICES...............................................................      9

         Section 1.    Notices......................................................      9

         Section 2.    Waiver of Notice.............................................      9

ARTICLE VII.  GENERAL PROVISIONS....................................................     10

         Section 1.    Dividends....................................................     10

         Section 2.    Disbursements................................................     10


                                      -ii-





                                                                                       Page
                                                                                    
         Section 3.    Corporation Seal.............................................     10

ARTICLE VIII. DIRECTORS' LIABILITY AND INDEMNIFICATION..............................     10

         Section 1.    Directors' Liability.........................................     10

         Section 2.    Right to Indemnification.....................................     11

         Section 3.    Right of Claimant to Bring Suit..............................     11

         Section 4.    Non-Exclusivity of Rights....................................     11

         Section 5.    Insurance and Trust Fund.....................................     12

         Section 6.    Indemnification of Employees and Agents of the Corporation...     12

         Section 7.    Amendment....................................................     12

ARTICLE IX.   AMENDMENTS............................................................     12


                                     -iii-



                                     BYLAWS

                                       OF

                             PNK DEVELOPMENT 1, INC.
                     (hereinafter called the "Corporation")

                                   ARTICLE I.

                                     OFFICES

     Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

     Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, the President, or
by the holders of shares entitled to cast not less than ten (10) percent of the
votes at the meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.

     Section 4. Notice of Meetings. Notice of the place, if any, date, and hour
of all stockholder meetings, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such

                                      -1-



meeting, except as otherwise provided herein or as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation.

     Section 5. Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     Section 6. Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting.

     Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.

     All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.

     Section 7. Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing

                                      -2-



the address of each such stockholder and the number of shares registered in such
stockholder's name, shall be open to the examination of any such stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

     The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

     Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

               A telegram, cablegram or other electronic transmission consenting
to an action to be taken and transmitted by a stockholder or proxy holder, or by
a person or persons authorized to act for a stockholder or proxy holder, shall
be deemed to be written, signed and dated for the purposes of this Section 8,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Corporation can determine
(A) that the telegram cablegram or other electronic transmission was transmitted
by the stockholder or proxy holder or by a person or persons authorized to act
for the stockholder or proxy holder and (B) the date on which such stockholder
or proxy holder or authorized person or persons transmitted such telegram,
cablegram or electronic transmission. No consent given by telegram, cablegram or
other electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Corporation by delivery in accordance with the provisions of Section
228(d) of the Delaware General Corporation Law.

               Any copy, facsimile or other reliable reproduction of a consent
in writing may be substituted or used in lieu of the original writing for any
and all purposes for which the original writing could be used, provided that
such copy, facsimile or other reproduction shall be a complete reproduction of
the entire original writing.

               Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                      -3-



                                  ARTICLE III.

                               BOARD OF DIRECTORS

     Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2. Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

     Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of

                                      -4-



business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 6. Actions of Board Without a Meeting. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

     Section 8. Committees. The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
Corporation. The Board of Directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving

                                      -5-



compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                  ARTICLE IV.

                                    OFFICERS

     Section 1.  General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint
one (1) or more vice presidents, assistant secretaries or assistant treasurers,
and such other officers as the Board of Directors, in its discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 2.  Election; Term of Office. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect a Chairman of
the Board or a President, or both, a Secretary and a Treasurer (or a position
with the duties and responsibilities of a Treasurer), and may also elect at that
meeting or any other meeting, such other officers and agents as it shall deem
necessary or appropriate. Each officer of the Corporation shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors together with the powers and duties customarily exercised by
such officer; and each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may at any time, with or without
cause, by the affirmative vote of a majority of directors then in office, remove
any officer.

     Section 3.  Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall be the chief executive officer of the
Corporation. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors and shall have such other duties and
powers as may be prescribed by the Board of Directors from time to time.

     Section 4. President. The President shall be the chief operating officer of
the Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.

                                      -6-



     Section 5. Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one (1) vice president, the vice presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

     Section 6. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

     Section 7. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

     Section 8. Treasurer. The Treasurer shall be the Chief Financial Officer,
shall have the custody of the corporate funds and securities, shall keep
complete and accurate accounts of all receipts and disbursements of the
Corporation, and shall deposit all monies and other valuable effects of the
Corporation in its name and to its credit in such banks and other depositories
as may be designated from time to time by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation, taking proper vouchers and receipts
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall, when and if required by the Board of
Directors, give and file with the Corporation a bond, in such form and amount
and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of his or her duties as Treasurer. The
Treasurer shall have such other powers and perform such other duties as the
Board of Directors or the President shall from time to time prescribe.

                                      -7-



     Section 9.  Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.

     Section 10. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers

                                   ARTICLE V.

                                      STOCK

     Section 1.  Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.

     Section 2.  Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

     Section 3.  Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     Section 4.  Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by such person's attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

                                      -8-



     Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

     Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

     Section 7. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                  ARTICLE VI.

                                     NOTICES

     Section 1. Notices to Stockholders. If mailed, notice to stockholders shall
be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

     Section 2. Waiver of Notice. W Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to

                                      -9-



notice, whether before or after the time stated therein, shall be deemed
equivalent to the notice required to be given to such person.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

     Section 3. Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                 ARTICLE VIII.

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

     Section 1. Directors' Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. Any repeal or
modification of this provision shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

     This Section 1 is also contained in Article SEVENTH of the Corporation's
Certificate of Incorporation, and accordingly, may be altered, amended or
repealed only to the extent and at the time such Certificate Article is altered,
amended or repealed.

                                      -10-



     Section 2. Right to Indemnification. Each person who was or is made a party
to or is threatened to be made a party to or is involuntarily involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation, or is or was serving (during his or her
tenure as director and/or officer) at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, whether the basis of such Proceeding
is an alleged action or inaction in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law (or other applicable law), as
the same exists or may hereafter be amended, against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such Proceeding. Such director or
officer shall have the right to be paid by the Corporation for expenses incurred
in defending any such Proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law (or other applicable law)
requires, the payment of such expenses in advance of the final disposition of
any such Proceeding shall be made only upon receipt by the Corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it should be determined ultimately that he or she is not entitled to
be indemnified under this Article or otherwise.

     Section 3. Right of Claimant to Bring Suit. If a claim under Section 2 of
this Article is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, together with interest thereon, and, if successful in whole
or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim, including reasonable attorneys' fees incurred in
connection therewith. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law (or other applicable law) for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation (or
of its full Board of Directors, its directors who are not parties to the
Proceeding with respect to which indemnification is claimed, its stockholders,
or independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law (or other applicable law), nor
an actual determination by any such person or persons that such claimant has not
met such applicable standard of conduct, shall be a defense to such action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     Section 4. Non-Exclusivity of Rights. The rights conferred by this Article
shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
Delaware General Corporation Law or any

                                      -11-



other statute, or any provision contained in the Corporation's Certificate of
Incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders
or disinterested directors, or otherwise.

     Section 5. Insurance and Trust Fund. In furtherance and not in limitation
of the powers conferred by statute:

                    (1) the Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of law; and

                    (2) the Corporation may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the fullest extent permitted by law
and including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amount as may become necessary to
effect indemnification as provided therein, or elsewhere.

     Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the Corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VIII or otherwise with respect
to the indemnification and advancement of expenses of directors and officers of
the Corporation.

     Section 7. Amendment. Any repeal or modification of this Article VIII shall
not change the rights of an officer or director to indemnification with respect
to any action or omission occurring prior to such repeal or modification.

                                  ARTICLE IX.

                                   AMENDMENTS

     Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.

                                      -12-



THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of PNK
Development 1, Inc. and that the foregoing Bylaws were adopted as the Bylaws of
said corporation as of the 11th day of June, 2002, by the sole director of said
corporation.

     Dated as of June 11, 2002.

                                                  ______________________________
                                                  Loren S. Ostrow, Secretary

                                      -13-

EX-4.28

                                                                    Exhibit 4.28

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PNK DEVELOPMENT 2, INC.

               FIRST: The name of the corporation is PNK Development 2, Inc.

               SECOND: The address of the corporation's registered office in the
State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent
19901. The name of the corporation's registered agent at such address is
LexisNexis Document Solutions Inc.

               THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.

               FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Three Thousand (3,000) shares of common stock,
having a par value of one cent ($.01) per share.

               FIFTH: The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors, and the directors
need not be elected by written ballot unless required by the Bylaws of the
corporation.

               SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly empowered to adopt, amend or repeal the Bylaws of the corporation.

               SEVENTH: A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

               EIGHTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware, and all rights conferred upon
stockholders are granted subject to this reservation.



               NINTH: The incorporator is C. A. Webb, whose mailing address is
Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles,
California 90067.

               I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file and
record this Certificate of Incorporation, and, accordingly, have hereto set my
hand this 10th day of June, 2002.

                                               /s/ C. A. Webb
                                               ---------------------------------
                                               C. A. Webb, Incorporator

                                       -2-

EX-4.29

                                                                    EXHIBIT 4.29



..................................................................................


                             PNK DEVELOPMENT 2, INC.
                             -----------------------

                                     BYLAWS

..................................................................................



                                TABLE OF CONTENTS



                                                                                                   Page
                                                                                                
ARTICLE I.    OFFICES...........................................................................      1

     Section 1.   Registered Office.............................................................      1

     Section 2.   Other Offices.................................................................      1

ARTICLE II.   MEETINGS OF STOCKHOLDERS..........................................................      1

     Section 1.   Place of Meetings.............................................................      1

     Section 2.   Annual Meetings...............................................................      1

     Section 3.   Special Meetings..............................................................      1

     Section 4.   Notice of Meetings............................................................      1

     Section 5.   Quorum; Adjournment...........................................................      2

     Section 6.   Proxies and Voting............................................................      2

     Section 7.   Stock List....................................................................      2

     Section  8.  Actions by Stockholders.......................................................      3

ARTICLE III.  BOARD OF DIRECTORS................................................................      4

     Section 1.   Duties and Powers.............................................................      4

     Section 2.   Number and Term of Office.....................................................      4

     Section 3.   Vacancies.....................................................................      4

     Section 4.   Meetings......................................................................      4

     Section 5.   Quorum........................................................................      4

     Section 6.   Actions of Board Without a Meeting............................................      5

     Section 7.   Meetings by Means of Conference Telephone.....................................      5

     Section 8.   Committees....................................................................      5

     Section 9.   Compensation..................................................................      5

     Section 10.  Removal.......................................................................      6


                                      -i-





                                                                                                   Page
                                                                                                
ARTICLE IV.   OFFICERS..........................................................................      6

     Section 1.   General.......................................................................      6

     Section 2.   Election; Term of Office......................................................      6

     Section 3.   Chairman of the Board.........................................................      6

     Section 4.   President.....................................................................      6

     Section 5.   Vice President................................................................      7

     Section 6.   Secretary.....................................................................      7

     Section 7.   Assistant Secretaries.........................................................      7

     Section 8.   Treasurer.....................................................................      7

     Section 9.   Assistant Treasurers..........................................................      8

     Section 10.  Other Officers................................................................      8

ARTICLE V.    STOCK.............................................................................      8

     Section 1.   Form of Certificates..........................................................      8

     Section 2.   Signatures....................................................................      8

     Section 3.   Lost Certificates.............................................................      8

     Section  4.  Transfers.....................................................................      8

     Section 5.   Record Date...................................................................      9

     Section 6.   Beneficial Owners.............................................................      9

     Section 7.   Voting Securities Owned by the Corporation....................................      9

ARTICLE VI.   NOTICES...........................................................................      9

     Section 1.   Notices.......................................................................      9

     Section 2.   Waiver of Notice..............................................................      9

ARTICLE VII.  GENERAL PROVISIONS................................................................     10

     Section 1.   Dividends.....................................................................     10

     Section 2.   Disbursements.................................................................     10


                                      -ii-





                                                                                                   Page
                                                                                                
     Section 3.  Corporation Seal...............................................................     10

ARTICLE VIII.  DIRECTORS' LIABILITY AND INDEMNIFICATION.........................................     10

     Section 1.  Directors' Liability...........................................................     10

     Section 2.  Right to Indemnification.......................................................     11

     Section 3.  Right of Claimant to Bring Suit................................................     11

     Section 4.  Non-Exclusivity of Rights......................................................     11

     Section 5.  Insurance and Trust Fund.......................................................     12

     Section 6.  Indemnification of Employees and Agents of the Corporation.....................     12

     Section 7.  Amendment......................................................................     12

ARTICLE IX.    AMENDMENTS.......................................................................     12


                                      -iii-




                                     BYLAWS

                                       OF

                             PNK DEVELOPMENT 2, INC.
                     (hereinafter called the "Corporation")

                                   ARTICLE I.

                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The Annual Meetings of Stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

          Section 3. Special Meetings. Special meetings of the stockholders may
be called by the Board of Directors, the Chairman of the Board, the President,
or by the holders of shares entitled to cast not less than ten (10) percent of
the votes at the meeting. Upon request in writing to the Chairman of the Board,
the President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.

          Section 4. Notice of Meetings. Notice of the place, if any, date, and
hour of all stockholder meetings, and the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such

                                       -1-



meeting, except as otherwise provided herein or as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation.

          Section 5. Quorum; Adjournment. At any meeting of the stockholders,
the holders of a majority of all of the shares of the stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

          When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place, if any, thereof, and
the means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such adjourned meeting
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, notice of the place, if any, date, and
time of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

          Section 6. Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting.

          Each stockholder shall have one (1) vote for every share of stock
entitled to vote which is registered in his name on the record date for the
meeting, except as otherwise provided herein or required by law or the
Certificate of Incorporation.

          All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

          All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.

          Section 7. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing

                                      -2-



the address of each such stockholder and the number of shares registered in such
stockholder's name, shall be open to the examination of any such stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

          The stock list shall also be open to the examination of any
stockholder during the whole time of the meeting as provided by law. This list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

          Section 8. Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

          A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxy holder, or by a
person or persons authorized to act for a stockholder or proxy holder, shall be
deemed to be written, signed and dated for the purposes of this Section 8,
provided that any such telegram, cablegram or other electronic transmission sets
forth or is delivered with information from which the Corporation can determine
(A) that the telegram cablegram or other electronic transmission was transmitted
by the stockholder or proxy holder or by a person or persons authorized to act
for the stockholder or proxy holder and (B) the date on which such stockholder
or proxy holder or authorized person or persons transmitted such telegram,
cablegram or electronic transmission. No consent given by telegram, cablegram or
other electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Corporation by delivery in accordance with the provisions of Section
228(d) of the Delaware General Corporation Law.

          Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

          Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                       -3-



                                  ARTICLE III.

                               BOARD OF DIRECTORS

     Section 1. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2. Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

     Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors, a majority of the directors then in office shall constitute a
quorum for the transaction of

                                      -4-



business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 6. Actions of Board Without a Meeting. Unless otherwise provided by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

     Section 8. Committees. The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
Corporation. The Board of Directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving

                                      -5-



compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                  ARTICLE IV.

                                   OFFICERS

     Section 1. General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint
one (1) or more vice presidents, assistant secretaries or assistant treasurers,
and such other officers as the Board of Directors, in its discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 2. Election; Term of Office. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect a Chairman of
the Board or a President, or both, a Secretary and a Treasurer (or a position
with the duties and responsibilities of a Treasurer), and may also elect at that
meeting or any other meeting, such other officers and agents as it shall deem
necessary or appropriate. Each officer of the Corporation shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors together with the powers and duties customarily exercised by
such officer; and each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may at any time, with or without
cause, by the affirmative vote of a majority of directors then in office, remove
any officer.

     Section 3. Chairman of the Board. The Chairman of the Board, if there shall
be such an officer, shall be the chief executive officer of the Corporation. The
Chairman of the Board shall preside at all meetings of the stockholders and the
Board of Directors and shall have such other duties and powers as may be
prescribed by the Board of Directors from time to time.

     Section 4. President. The President shall be the chief operating officer of
the Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.

                                      -6-



     Section 5. Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one (1) vice president, the vice presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

     Section 6. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

     Section 7. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

     Section 8. Treasurer. The Treasurer shall be the Chief Financial Officer,
shall have the custody of the corporate funds and securities, shall keep
complete and accurate accounts of all receipts and disbursements of the
Corporation, and shall deposit all monies and other valuable effects of the
Corporation in its name and to its credit in such banks and other depositories
as may be designated from time to time by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation, taking proper vouchers and receipts
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall, when and if required by the Board of
Directors, give and file with the Corporation a bond, in such form and amount
and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of his or her duties as Treasurer. The
Treasurer shall have such other powers and perform such other duties as the
Board of Directors or the President shall from time to time prescribe.

                                      -7-



     Section 9. Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.

     Section 10. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers

                                   ARTICLE V.

                                     STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.

     Section 2. Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

     Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be cancelled before a new certificate
shall be issued.

                                      -8-



     Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

     Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

     Section 7. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                   ARTICLE VI.

                                     NOTICES

     Section 1. Notices to Stockholders. If mailed, notice to stockholders shall
be deemed given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

     Section 2. Waiver of Notice. W Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to

                                      -9-



notice, whether before or after the time stated therein, shall be deemed
equivalent to the notice required to be given to such person.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     Section 2. Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

     Section 3. Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                 ARTICLE VIII.

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

     Section 1. Directors' Liability. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. Any repeal or
modification of this provision shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

     This Section 1 is also contained in Article SEVENTH of the Corporation's
Certificate of Incorporation, and accordingly, may be altered, amended or
repealed only to the extent and at the time such Certificate Article is altered,
amended or repealed.

                                      -10-



     Section 2. Right to Indemnification. Each person who was or is made a party
to or is threatened to be made a party to or is involuntarily involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation, or is or was serving (during his or her
tenure as director and/or officer) at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, whether the basis of such Proceeding
is an alleged action or inaction in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law (or other applicable law), as
the same exists or may hereafter be amended, against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such Proceeding. Such director or
officer shall have the right to be paid by the Corporation for expenses incurred
in defending any such Proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law (or other applicable law)
requires, the payment of such expenses in advance of the final disposition of
any such Proceeding shall be made only upon receipt by the Corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it should be determined ultimately that he or she is not entitled to
be indemnified under this Article or otherwise.

     Section 3. Right of Claimant to Bring Suit. If a claim under Section 2 of
this Article is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, together with interest thereon, and, if successful in whole
or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim, including reasonable attorneys' fees incurred in
connection therewith. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law (or other applicable law) for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation (or
of its full Board of Directors, its directors who are not parties to the
Proceeding with respect to which indemnification is claimed, its stockholders,
or independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law (or other applicable law), nor
an actual determination by any such person or persons that such claimant has not
met such applicable standard of conduct, shall be a defense to such action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     Section 4. Non-Exclusivity of Rights. The rights conferred by this Article
shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
Delaware General Corporation Law or any

                                      -11-



other statute, or any provision contained in the Corporation's Certificate of
Incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders
or disinterested directors, or otherwise.

     Section 5. Insurance and Trust Fund. In furtherance and not in limitation
of the powers conferred by statute:

                    (1)  the Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of law; and

                    (2)  the Corporation may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the fullest extent permitted by law
and including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amount as may become necessary to
effect indemnification as provided therein, or elsewhere.

     Section 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the Corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VIII or otherwise with respect
to the indemnification and advancement of expenses of directors and officers of
the Corporation.

     Section 7. Amendment. Any repeal or modification of this Article VIII shall
not change the rights of an officer or director to indemnification with respect
to any action or omission occurring prior to such repeal or modification.

                                  ARTICLE IX.

                                  AMENDMENTS

     Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.

                                      -12-



THIS IS TO CERTIFY:

     That I am the duly elected, qualified and acting Secretary of PNK
Development 2, Inc. and that the foregoing Bylaws were adopted as the Bylaws of
said corporation as of the 11th day of June, 2002, by the sole director of said
corporation.

     Dated as of June 11, 2002.




                                       _________________________________________
                                       Loren S. Ostrow, Secretary

                                      -13-

EX-4.30

                                                                    Exhibit 4.30

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PNK DEVELOPMENT 3, INC.


          FIRST: The name of the corporation is PNK Development 3, Inc.

          SECOND: The address of the corporation's registered office in the
State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent
19901. The name of the corporation's registered agent at such address is
LexisNexis Document Solutions Inc.

          THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Three Thousand (3,000) shares of common stock,
having a par value of one cent ($.01) per share.

          FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors, and the directors need not be
elected by written ballot unless required by the Bylaws of the corporation.

          SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly empowered
to adopt, amend or repeal the Bylaws of the corporation.

          SEVENTH: A director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

          EIGHTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware, and all rights conferred upon
stockholders are granted subject to this reservation.



          NINTH: The incorporator is C. A. Webb, whose mailing address is Irell
& Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles, California
90067.

          I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware do make, file and record
this Certificate of Incorporation, and, accordingly, have hereto set my hand
this 10th day of June, 2002.





                                               /s/ C. A. Webb
                                               ---------------------------------
                                               C. A. Webb, Incorporator

                                       -2-

EX-4.31

                                                                    EXHIBIT 4.31

..................................................................................


                             PNK DEVELOPMENT 3, INC.
                             -----------------------

                                     BYLAWS

..................................................................................






                                TABLE OF CONTENTS



                                                                                   Page
                                                                                
ARTICLE I.     OFFICES .............................................................  1

     Section 1.    Registered Office ...............................................  1

     Section 2.    Other Offices ...................................................  1

ARTICLE II.    MEETINGS OF STOCKHOLDERS ............................................  1

     Section 1.    Place of Meetings ...............................................  1

     Section 2.    Annual Meetings .................................................  1

     Section 3.    Special Meetings ................................................  1

     Section 4.    Notice of Meetings ..............................................  1

     Section 5.    Quorum; Adjournment .............................................  2

     Section 6.    Proxies and Voting ..............................................  2

     Section 7.    Stock List ......................................................  2

     Section 8.    Actions by Stockholders .........................................  3

ARTICLE III.   BOARD OF DIRECTORS ..................................................  4

     Section 1.    Duties and Powers ...............................................  4

     Section 2.    Number and Term of Office .......................................  4

     Section 3.    Vacancies .......................................................  4

     Section 4.    Meetings ........................................................  4

     Section 5.    Quorum ..........................................................  4

     Section 6.    Actions of Board Without a Meeting ..............................  5

     Section 7.    Meetings by Means of Conference Telephone .......................  5

     Section 8.    Committees ......................................................  5

     Section 9.    Compensation ....................................................  5

     Section 10.   Removal .........................................................  6


                                      -i-





                                                                                  Page
                                                                               
ARTICLE IV.  OFFICERS ............................................................   6

     Section 1.     General ......................................................   6

     Section 2.     Election; Term of Office .....................................   6

     Section 3.     Chairman of the Board ........................................   6

     Section 4.     President ....................................................   6

     Section 5.     Vice President ...............................................   7

     Section 6.     Secretary ....................................................   7

     Section 7.     Assistant Secretaries ........................................   7

     Section 8.     Treasurer ....................................................   7

     Section 9.     Assistant Treasurers .........................................   8

     Section 10.    Other Officers ...............................................   8

ARTICLE V.   STOCK ...............................................................   8

     Section 1.     Form of Certificates .........................................   8

     Section 2.     Signatures ...................................................   8

     Section 3.     Lost Certificates ............................................   8

     Section 4.     Transfers ....................................................   8

     Section 5.     Record Date ..................................................   9

     Section 6.     Beneficial Owners ............................................   9

     Section 7.     Voting Securities Owned by the Corporation ...................   9

ARTICLE VI.  NOTICES .............................................................   9

     Section 1.     Notices ......................................................   9

     Section 2.     Waiver of Notice .............................................   9

ARTICLE VII. GENERAL PROVISIONS ..................................................  10

     Section 1.     Dividends ....................................................  10

     Section 2.     Disbursements ................................................  10


                                      -ii-





                                                                                  Page
                                                                               

     Section 3.   Corporation Seal ...............................................  10

ARTICLE VIII.  DIRECTORS' LIABILITY AND INDEMNIFICATION ..........................  10

     Section 1.   Directors' Liability ...........................................  10

     Section 2.   Right to Indemnification .......................................  11

     Section 3.   Right of Claimant to Bring Suit ................................  11

     Section 4.   Non-Exclusivity of Rights ......................................  11

     Section 5.   Insurance and Trust Fund .......................................  12

     Section 6.   Indemnification of Employees and Agents of the Corporation .....  12

     Section 7.   Amendment ......................................................  12

ARTICLE IX.    AMENDMENTS ........................................................  12


                                     -iii-




                                     BYLAWS

                                       OF

                             PNK DEVELOPMENT 3, INC.
                     (hereinafter called the "Corporation")

                                   ARTICLE I.

                                     OFFICES

     Section 1.  Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

     Section 2.  Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     Section 1.  Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual Meetings. The Annual Meetings of Stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.

     Section 3.  Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, the President, or
by the holders of shares entitled to cast not less than ten (10) percent of the
votes at the meeting. Upon request in writing to the Chairman of the Board, the
President, any Vice President or the Secretary by any person (other than the
board) entitled to call a special meeting of stockholders, the officer forthwith
shall cause notice to be given to the stockholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the persons entitled to call the meeting may give the
notice.

     Section 4.  Notice of Meetings. Notice of the place, if any, date, and hour
of all stockholder meetings, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such

                                      -1-



meeting, except as otherwise provided herein or as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation.

     Section 5.  Quorum; Adjournment. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by law or the Certificate of Incorporation. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, if any, date, or time
without notice other than announcement at the meeting, until a quorum shall be
present or represented.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

     Section 6.  Proxies and Voting. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting.

     Each stockholder shall have one (1) vote for every share of stock entitled
to vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law or the Certificate of
Incorporation.

     All voting, including on the election of directors but excepting where
otherwise provided herein or required by law or the Certificate of
Incorporation, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or such stockholder's proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.

     Section 7.  Stock List. A complete list of stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing

                                      -2-



the address of each such stockholder and the number of shares registered in such
stockholder's name, shall be open to the examination of any such stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held.

     The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

     Section 8.  Actions by Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

                 A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or proxy
holder, or by a person or persons authorized to act for a stockholder or proxy
holder, shall be deemed to be written, signed and dated for the purposes of this
Section 8, provided that any such telegram, cablegram or other electronic
transmission sets forth or is delivered with information from which the
Corporation can determine (A) that the telegram cablegram or other electronic
transmission was transmitted by the stockholder or proxy holder or by a person
or persons authorized to act for the stockholder or proxy holder and (B) the
date on which such stockholder or proxy holder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. No consent
given by telegram, cablegram or other electronic transmission shall be deemed to
have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered to the Corporation by delivery in accordance
with the provisions of Section 228(d) of the Delaware General Corporation Law.

                 Any copy, facsimile or other reliable reproduction of a consent
in writing may be substituted or used in lieu of the original writing for any
and all purposes for which the original writing could be used, provided that
such copy, facsimile or other reproduction shall be a complete reproduction of
the entire original writing.

                 Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                      -3-


                                  ARTICLE III.

                               BOARD OF DIRECTORS

     Section 1.  Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

     Section 2.  Number and Term of Office. The Board of Directors shall consist
of one (1) or more members. The number of directors shall be fixed and may be
changed from time to time by resolution duly adopted by the Board of Directors
or the stockholders, except as otherwise provided by law or the Certificate of
Incorporation. Except as provided in Section 3 of this Article, directors shall
be elected by the holders of record of a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders.

     Section 3.  Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director or by the stockholders entitled to vote at any Annual or
Special Meeting held in accordance with Article II, and the directors so chosen
shall hold office until the next Annual or Special Meeting duly called for that
purpose and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

     Section 4.  Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately following the Annual Meeting of Stockholders and no notice of
such meeting shall be necessary to be given the newly elected directors in order
legally to constitute the meeting, provided a quorum shall be present. Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as may from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the
Board, the President or a majority of the directors then in office. Notice
thereof stating the place, date and hour of the meeting shall be given to each
director by whom it is not waived either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone, facsimile, telegram or
electronic transmission on twenty-four (24) hours' notice, or on such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Meetings may be held at any time without
notice if all the directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these Bylaws.

     Section 5.  Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws, at all meetings of the
Board of Directors, a majority of the directors then in office shall constitute
a quorum for the transaction of

                                      -4-



business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 6.  Actions of Board Without a Meeting. Unless otherwise provided
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or any committee thereof. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     Section 7.  Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

     Section 8.  Committees. The Board of Directors may, by resolution passed by
a majority of the directors then in office, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
Corporation. The Board of Directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any committee, to the extent allowed by
law and provided in the Bylaw or resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9.  Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving

                                      -5-



compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     Section 10. Removal. Unless otherwise restricted by the Certificate of
Incorporation or Bylaws, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                  ARTICLE IV.

                                    OFFICERS

     Section 1.  General. The officers of the Corporation shall be appointed by
the Board of Directors and shall consist of a Chairman of the Board or a
President, or both, a Secretary and a Treasurer (or a position with the duties
and responsibilities of a Treasurer). The Board of Directors may also appoint
one (1) or more vice presidents, assistant secretaries or assistant treasurers,
and such other officers as the Board of Directors, in its discretion, shall deem
necessary or appropriate from time to time. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these Bylaws
otherwise provide.

     Section 2.  Election; Term of Office. The Board of Directors at its first
meeting held after each Annual Meeting of Stockholders shall elect a Chairman of
the Board or a President, or both, a Secretary and a Treasurer (or a position
with the duties and responsibilities of a Treasurer), and may also elect at that
meeting or any other meeting, such other officers and agents as it shall deem
necessary or appropriate. Each officer of the Corporation shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors together with the powers and duties customarily exercised by
such officer; and each officer of the Corporation shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The Board of Directors may at any time, with or without
cause, by the affirmative vote of a majority of directors then in office, remove
any officer.

     Section 3.  Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall be the chief executive officer of the
Corporation. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors and shall have such other duties and
powers as may be prescribed by the Board of Directors from time to time.

     Section 4.  President. The President shall be the chief operating officer
of the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all of the powers and be subject to all of the restrictions upon the Chairman of
the Board.

                                      -6-



     Section 5.  Vice President. In the absence of the President or in the event
of his inability or refusal to act, the Vice President (or in the event there be
more than one (1) vice president, the vice presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

     Section 6.  Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his or her signature.
The Secretary shall see that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed, as the case may be.

     Section 7.  Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Secretary, and shall have the authority to
perform all functions of the Secretary, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary.

     Section 8.  Treasurer. The Treasurer shall be the Chief Financial Officer,
shall have the custody of the corporate funds and securities, shall keep
complete and accurate accounts of all receipts and disbursements of the
Corporation, and shall deposit all monies and other valuable effects of the
Corporation in its name and to its credit in such banks and other depositories
as may be designated from time to time by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation, taking proper vouchers and receipts
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall, when and if required by the Board of
Directors, give and file with the Corporation a bond, in such form and amount
and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of his or her duties as Treasurer. The
Treasurer shall have such other powers and perform such other duties as the
Board of Directors or the President shall from time to time prescribe.

                                      -7-



     Section 9.  Assistant Treasurers. Except as may be otherwise provided in
these Bylaws, Assistant Treasurers, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the President, or the Treasurer, and shall have the authority to
perform all functions of the Treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer.

     Section 10. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers

                                   ARTICLE V.

                                      STOCK

     Section 1.  Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.

     Section 2.  Signatures. Any or all the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.

     Section 3.  Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     Section 4.  Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by such person's attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

                                      -8-



     Section 5.  Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

     Section 6.  Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

     Section 7.  Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

                                  ARTICLE VI.

                                     NOTICES

     Section 1.  Notices to Stockholders. If mailed, notice to stockholders
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation. Without limiting the manner by which notice otherwise may be
given effectively to stockholders, any notice to stockholders may be given by
electronic transmission in the manner provided in Section 232 of the Delaware
General Corporation Law.

     Section 2.  Waiver of Notice. W Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or a waiver by electronic transmission by
the person entitled to

                                      -9-



notice, whether before or after the time stated therein, shall be deemed
equivalent to the notice required to be given to such person.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

     Section 1.  Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting or by any
Committee of the Board of Directors having such authority at any meeting
thereof, and may be paid in cash, in property, in shares of the capital stock or
in any combination thereof. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     Section 2.  Disbursements. All notes, checks, drafts and orders for the
payment of money issued by the Corporation shall be signed in the name of the
Corporation by such officers or such other persons as the Board of Directors may
from time to time designate.

     Section 3.  Corporation Seal. The corporate seal, if the Corporation shall
have a corporate seal, shall have inscribed thereon the name of the Corporation,
the year of its organization and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                 ARTICLE VIII.

                    DIRECTORS' LIABILITY AND INDEMNIFICATION

     Section 1.  Directors' Liability. A director of the Corporation shall not
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. Any repeal or
modification of this provision shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

     This Section 1 is also contained in Article SEVENTH of the Corporation's
Certificate of Incorporation, and accordingly, may be altered, amended or
repealed only to the extent and at the time such Certificate Article is altered,
amended or repealed.

                                      -10-



     Section 2.  Right to Indemnification. Each person who was or is made a
party to or is threatened to be made a party to or is involuntarily involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation, or is or was serving (during his or her
tenure as director and/or officer) at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, whether the basis of such Proceeding
is an alleged action or inaction in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law (or other applicable law), as
the same exists or may hereafter be amended, against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection with such Proceeding. Such director or
officer shall have the right to be paid by the Corporation for expenses incurred
in defending any such Proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law (or other applicable law)
requires, the payment of such expenses in advance of the final disposition of
any such Proceeding shall be made only upon receipt by the Corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it should be determined ultimately that he or she is not entitled to
be indemnified under this Article or otherwise.

     Section 3.  Right of Claimant to Bring Suit. If a claim under Section 2 of
this Article is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, together with interest thereon, and, if successful in whole
or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim, including reasonable attorneys' fees incurred in
connection therewith. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law (or other applicable law) for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation (or
of its full Board of Directors, its directors who are not parties to the
Proceeding with respect to which indemnification is claimed, its stockholders,
or independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law (or other applicable law), nor
an actual determination by any such person or persons that such claimant has not
met such applicable standard of conduct, shall be a defense to such action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     Section 4.  Non-Exclusivity of Rights. The rights conferred by this Article
shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
Delaware General Corporation Law or any

                                      -11-



other statute, or any provision contained in the Corporation's Certificate of
Incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders
or disinterested directors, or otherwise.

     Section 5.  Insurance and Trust Fund. In furtherance and not in limitation
of the powers conferred by statute:

                         (1) the Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of law; and

                         (2) the Corporation may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the fullest extent permitted by law
and including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amount as may become necessary to
effect indemnification as provided therein, or elsewhere.

     Section 6.  Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the Corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VIII or otherwise with respect
to the indemnification and advancement of expenses of directors and officers of
the Corporation.

     Section 7.  Amendment. Any repeal or modification of this Article VIII
shall not change the rights of an officer or director to indemnification with
respect to any action or omission occurring prior to such repeal or
modification.

                                  ARTICLE IX.

                                   AMENDMENTS

     Except as otherwise specifically stated within an Article to be altered,
amended or repealed, these Bylaws may be altered, amended or repealed and new
Bylaws may be adopted at any meeting of the Board of Directors or of the
stockholders.

                                      -12-



THIS IS TO CERTIFY:

         That I am the duly elected, qualified and acting Secretary of PNK
Development 3, Inc. and that the foregoing Bylaws were adopted as the Bylaws of
said corporation as of the 11th day of June, 2002, by the sole director of said
corporation.

         Dated as of June 11, 2002.

                                           _____________________________________
                                           Loren S. Ostrow, Secretary

                                      -13-

EX-4.32

                                                                    EXHIBIT 4.32

                                    INDENTURE

                                     between

                          PINNACLE ENTERTAINMENT, INC.

                                       and

                      _________________________, as Trustee

                        Dated as of ______________, 2002





                               TABLE OF CONTENTS
                               -----------------

                                                                                        Page
                                                                                        ----
                                                                                     
ARTICLE I        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............   1

    SECTION 1.1     DEFINITIONS; INTERPRETATION........................................   1

    SECTION 1.2     COMPLIANCE CERTIFICATES AND OPINIONS...............................   9

    SECTION 1.3     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................  10

ARTICLE II       DEBT SECURITY FORMS...................................................  10

    SECTION 2.1     FORMS GENERALLY....................................................  10

    SECTION 2.2     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION....................  11

    SECTION 2.3     SECURITIES IN GLOBAL FORM..........................................  11

ARTICLE III      THE DEBT SECURITIES...................................................  12

    SECTION 3.1     AMOUNT UNLIMITED; ISSUABLE IN SERIES...............................  12

    SECTION 3.2     DENOMINATIONS......................................................  15

    SECTION 3.3     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.....................  15

    SECTION 3.4     TEMPORARY DEBT SECURITIES; EXCHANGE OF TEMPORARY GLOBAL
                    NOTES FOR DEFINITIVE DEBT SECURITIES; GLOBAL NOTES
                    REPRESENTING DEBT SECURITIES.......................................  17

    SECTION 3.5     REGISTRATION, TRANSFER AND EXCHANGE................................  19

    SECTION 3.6     MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES..............  20

    SECTION 3.7     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................  20

    SECTION 3.8     CANCELLATION.......................................................  22

    SECTION 3.9     COMPUTATION OF INTEREST............................................  22


                                      -i-





                                                                                            Page
                                                                                            ----
                                                                                         
    SECTION 3.10    MANDATORY DISPOSITION OF DEBT SECURITIES PURSUANT TO GAMING
                    LAWS.................................................................    22

ARTICLE IV       SATISFACTION AND DISCHARGE..............................................    23

    SECTION 4.1     SATISFACTION AND DISCHARGE OF INDENTURE..............................    23

    SECTION 4.2     APPLICATION OF TRUST MONEY...........................................    24

ARTICLE V        REMEDIES................................................................    24

    SECTION 5.1     EVENTS OF DEFAULT....................................................    24

    SECTION 5.2     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...................    25

    SECTION 5.3     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                    TRUSTEE..............................................................    26

    SECTION 5.4     TRUSTEE MAY FILE PROOFS OF CLAIM.....................................    27

    SECTION 5.5     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
                    SECURITIES...........................................................    28

    SECTION 5.6     APPLICATION OF MONEY COLLECTED.......................................    28

    SECTION 5.7     LIMITATION ON SUITS..................................................    28

    SECTION 5.8     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                    PREMIUM AND INTEREST.................................................    29

    SECTION 5.9     RESTORATION OF RIGHTS AND REMEDIES...................................    29

    SECTION 5.10    RIGHTS AND REMEDIES CUMULATIVE.......................................    30

    SECTION 5.11    DELAY OR OMISSION NOT WAIVER.........................................    30

    SECTION 5.12    CONTROL BY HOLDERS...................................................    30

    SECTION 5.13    WAIVER OF PAST DEFAULTS..............................................    30

    SECTION 5.14    UNDERTAKING FOR COSTS................................................    31

    SECTION 5.15    WAIVER OF STAY OR EXTENSION LAWS.....................................    31

ARTICLE VI       THE TRUSTEE.............................................................    31

    SECTION 6.1     CERTAIN DUTIES AND RESPONSIBILITIES..................................    31


                                      -ii-





                                                                                            Page
                                                                                            ----
                                                                                         
    SECTION 6.2         NOTICE OF DEFAULTS...............................................    33

    SECTION 6.3         CERTAIN RIGHTS OF TRUSTEE........................................    33

    SECTION 6.4         NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT
                        SECURITIES ......................................................    34

    SECTION 6.5         MAY HOLD DEBT SECURITIES.........................................    34

    SECTION 6.6         MONEY HELD IN TRUST..............................................    35

    SECTION 6.7         COMPENSATION AND REIMBURSEMENT...................................    35

    SECTION 6.8         DISQUALIFICATION; CONFLICTING INTERESTS..........................    35

    SECTION 6.9         CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..........................    36

    SECTION 6.10        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. ..............    36

    SECTION 6.11        ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................    37

    SECTION 6.12        MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                        BUSINESS.........................................................    38

    SECTION 6.13        PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................    39

    SECTION 6.14        APPOINTMENT OF AUTHENTICATING AGENT..............................    39

ARTICLE VII        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................    41

    SECTION 7.1         COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                        HOLDERS..........................................................    41

    SECTION 7.2         PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS............    41

    SECTION 7.3         REPORTS BY TRUSTEE...............................................    43

    SECTION 7.4         REPORTS BY COMPANY...............................................    45


                                     -iii-





                                                                                         Page
                                                                                         ----
                                                                                      
ARTICLE VIII       CONCERNING THE HOLDERS..............................................   45

    SECTION 8.1         ACTS OF HOLDERS................................................   45

    SECTION 8.2         PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY
                        HOLDER.........................................................   46

    SECTION 8.3         PERSONS DEEMED OWNERS. ........................................   46

    SECTION 8.4         REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND...................   46

ARTICLE IX         HOLDERS' MEETINGS...................................................   47

    SECTION 9.1         PURPOSES OF MEETINGS...........................................   47

    SECTION 9.2         CALL OF MEETINGS BY TRUSTEE....................................   47

    SECTION 9.3         CALL OF MEETINGS BY COMPANY OR HOLDERS.........................   47

    SECTION 9.4         QUALIFICATIONS FOR VOTING.....................................    48

    SECTION 9.5         REGULATIONS....................................................   48

    SECTION 9.6         VOTING.........................................................   48

    SECTION 9.7         NO DELAY OF RIGHTS BY MEETING..................................   49

ARTICLE X          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................   49

    SECTION 10.1        COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS...........   49

    SECTION 10.2        SUCCESSOR CORPORATION SUBSTITUTED.............................    50

ARTICLE XI         SUPPLEMENTAL INDENTURES.............................................   50

    SECTION 11.1        SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.............   50

    SECTION 11.2        SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS................   51

    SECTION 11.3        EXECUTION OF SUPPLEMENTAL INDENTURES...........................   52

    SECTION 11.4        EFFECT OF SUPPLEMENTAL INDENTURES..............................   52


                                      -iv-





                                                                                                   Page
                                                                                                   ----
                                                                                                
     SECTION 11.5   CONFORMITY WITH TRUST INDENTURE ACT ........................................    52

     SECTION 11.6   REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES ....................    53

ARTICLE XII    COVENANTS .......................................................................    53

     SECTION 12.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST .................................    53

     SECTION 12.2   OFFICERS' CERTIFICATE AS TO COMPLIANCE .....................................    53

     SECTION 12.3   MAINTENANCE OF OFFICE OR AGENCY ............................................    53

     SECTION 12.4   MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST ....................    54

     SECTION 12.5   CORPORATE EXISTENCE ........................................................    55

     SECTION 12.6   WAIVER OF CERTAIN COVENANTS ................................................    55

ARTICLE XIII   REDEMPTION OF DEBT SECURITIES ...................................................    56

     SECTION 13.1   APPLICABILITY OF ARTICLE ...................................................    56

     SECTION 13.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE ......................................    56

     SECTION 13.3   SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED .....................    56

     SECTION 13.4   NOTICE OF REDEMPTION .......................................................    57

     SECTION 13.5   DEPOSIT OF REDEMPTION PRICE ................................................    57

     SECTION 13.6   DEBT SECURITIES PAYABLE ON REDEMPTION DATE .................................    58

     SECTION 13.7   DEBT SECURITIES REDEEMED IN PART ...........................................    58

ARTICLE XIV    SINKING FUNDS ...................................................................    58

     SECTION 14.1   APPLICABILITY OF ARTICLE ...................................................    58

     SECTION 14.2   SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH DEBT SECURITIES .......    59


                                       -v-





                                                                                                   Page
                                                                                                   ----
                                                                                                
     SECTION 14.3   REDEMPTION OF DEBT SECURITIES FOR SINKING FUND .............................    59

ARTICLE XV     DEFEASANCE ......................................................................    60

     SECTION 15.1   APPLICABILITY OF ARTICLE ...................................................    60

     SECTION 15.2   DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS ...........    60

     SECTION 15.3   DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST .......    62

     SECTION 15.4   REPAYMENT TO COMPANY .......................................................    62

ARTICLE XVI    CONVERSION ......................................................................    63

     SECTION 16.1   APPLICABILITY; CONVERSION PRIVILEGE ........................................    63

     SECTION 16.2   CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL SHARES ..................    63

     SECTION 16.3   ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK ............................    64

     SECTION 16.4   CONSOLIDATION OR MERGER OF THE COMPANY .....................................    67

     SECTION 16.5   NOTICE OF ADJUSTMENT .......................................................    67

     SECTION 16.6   NOTICE IN CERTAIN EVENTS ...................................................    68

     SECTION 16.7   COMPANY TO RESERVE STOCK; REGISTRATION; LISTING ............................    68

     SECTION 16.8   TAXES ON CONVERSION ........................................................    69

     SECTION 16.9   CONVERSION AFTER RECORD DATE ...............................................    69

     SECTION 16.10  COMPANY DETERMINATION FINAL ................................................    69

     SECTION 16.11  TRUSTEE'S DISCLAIMER .......................................................    70

ARTICLE XVII   GUARANTEES ......................................................................    70

     SECTION 17.1   APPLICABILITY OF ARTICLE ...................................................    70

     SECTION 17.2   OBLIGOR GUARANTEE ..........................................................    70


                                      -vi-





                                                                                                   Page
                                                                                                   ----
                                                                                                
     SECTION 17.3   NATURE OF OBLIGOR GUARANTEE ................................................    70

     SECTION 17.4   AUTHORIZATION ..............................................................    71

     SECTION 17.5   CERTAIN WAIVERS ............................................................    72

     SECTION 17.6   NO SUBROGATION; CERTAIN AGREEMENTS .........................................    72

     SECTION 17.7   BANKRUPTCY NO DISCHARGE ....................................................    73

     SECTION 17.8   RIGHTS OF CONTRIBUTION .....................................................    73

     SECTION 17.9   LIMITATION ON LIABILITY ....................................................    74

     SECTION 17.10  APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS ..............    75

     SECTION 17.11  EXECUTION AND DELIVERY OF GUARANTEE ........................................    75

     SECTION 17.12  GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS ...........................    75

     SECTION 17.13  RELEASE OF GUARANTORS ......................................................    76

     SECTION 17.14  CERTAIN BANKRUPTCY EVENTS ..................................................    77

ARTICLE XVIII  MISCELLANEOUS ...................................................................    77

     SECTION 18.1   NOTICES, ETC., TO TRUSTEE AND COMPANY ......................................    77

     SECTION 18.2   NOTICE TO HOLDERS; WAIVER ..................................................    77

     SECTION 18.3   CONFLICT WITH TRUST INDENTURE ACT ..........................................    78

     SECTION 18.4   COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS .....................    78

     SECTION 18.5   SUCCESSORS AND ASSIGNS .....................................................    78

     SECTION 18.6   SEPARABILITY CLAUSE ........................................................    78

     SECTION 18.7   BENEFITS OF INDENTURE ......................................................    79

     SECTION 18.8   GOVERNING LAW ..............................................................    79

     SECTION 18.9   LEGAL HOLIDAYS .............................................................    79

     SECTION 18.10  NO RECOURSE AGAINST OTHERS .................................................    79


                                      -vii-



     INDENTURE dated as of _______ __, 2002, by and between PINNACLE
ENTERTAINMENT, INC., a Delaware corporation (the "Company"), having its
principal executive office at 330 North Brand Boulevard, Suite 1100, Glendale,
CA 91203-2308, and ___________________ (together with any additional trustees to
be added by supplemental indenture pursuant to this Indenture, the "Trustee"),
having its Corporate Trust Office at _____________________.

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes, bonds or other evidences of indebtedness (the "Debt Securities"), to be
issued in one or more series, as provided in this Indenture.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are deemed incorporated into this Indenture and shall, to
the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of Debt
Securities by the holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all holders of Debt Securities or of Debt
Securities of any series, as applicable, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1    DEFINITIONS; INTERPRETATION.

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

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

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

          (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States prevailing at the time of any relevant
computation hereunder;

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

                                       -1-



          (e) certain terms, used principally in Article III or Article VI, are
defined in those respective Articles;

          (f) "or" is not exclusive and "including" is not limiting;

          (g) references in this Indenture to any agreement, other document or
law "as amended" or "as amended from time to time," or to "amendments" of any
document or law, shall include any amendments, supplements, replacements,
renewals or other modifications from time to time, provided in the case of
modifications to documents, such modifications are permissible hereunder;

          (h) references in this Indenture to any law include regulations
promulgated thereunder from time to time;

          (i) 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 of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof; and

          (j) The term "Act" when used with respect to any holder, has the
meaning specified in Section 8.1.

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

     "Authenticating Agent" has the meaning specified in Section 6.14.

     "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day in such city.

     "Bankruptcy Code" means 11 U.S.C. (S)101 et seq., as amended from time to
time.

     "Beneficiary" has the meaning specified in Section 17.2.

     "Board of Directors" means either the board of directors of the Company or
any committee of that board or any other committee of the Company, duly
authorized by the board of directors of the Company to act hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors

                                       -2-



and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

     "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Debt Securities
means any day which is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in that Place of Payment or other
location are authorized or obligated by law to close, except as otherwise
specified pursuant to Section 3.1.

     "Closing Price" of the Common Stock shall mean the average of the last
reported closing bid and asked prices on the New York Stock Exchange, or if the
Common Stock is not then listed on the New York Stock Exchange, then on the
principal exchange on which the Common Stock is listed.

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

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

     "Common Depositary" has the meaning specified in Section 3.4(b).

     "Common Stock" shall mean the class of Common Stock, par value $0.01 per
share, of the Company authorized at the date of this Indenture as originally
signed, or any other class of stock resulting from successive changes or
reclassifications of such Common Stock, and in any such case including any
shares thereof authorized after the date of this Indenture, and any other shares
of stock of the Company which do not have any priority in the payment of
dividends or upon liquidation over any other class of stock.

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

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by the Chairman of the Board of
Directors, the President or an Executive or Senior Vice President and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "Conversion Agent" means any Person authorized by the Company to receive
Debt Securities to be converted into Common Stock on behalf of the Company. The
Company initially authorizes the Trustee to act as Conversion Agent for the Debt
Securities on its behalf. The Company may at any time or from time to time
authorize one or more Persons to act as Conversion Agent in addition to or in
place of the Trustee with respect to any series of Debt Securities issued under
this Indenture.

     "Conversion Price" means, with respect to any series of Debt Securities
which are convertible into Common Stock, the price per share of Common Stock at
which the Debt

                                       -3-



Securities of such series are so convertible pursuant to Section 3.1 with
respect to such series, as the same may be adjusted from time to time in
accordance with Section 16.3.

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this instrument is
located at ______________________.

     "Corporation" means a corporation, association, company or business trust.

     "Covenant defeasance option" has the meaning specified in Section 15.2.

     "Current Market Price" on any date shall mean the average of the daily
Closing Prices per share of Common Stock for any thirty (30) consecutive Trading
Days selected by the Company prior to the date in question, which thirty (30)
consecutive Trading Day period shall not commence more than forty-five (45)
Trading Days prior to the day in question; provided that with respect to Section
16.3(c), the "Current Market Price" of the Common Stock shall mean the average
of the daily Closing Prices per share of Common Stock for the five (5)
consecutive Trading Days ending on the date of the distribution referred to in
Section 16.3(c) (or if such date shall not be a Trading Day, on the Trading Day
immediately preceding such date).

     "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Debt Securities (including any Global
Note) authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Debt Securities" with respect to the Indenture as to which such
Person is Trustee shall have the meaning stated in the first recital of this
Indenture and shall more particularly mean Debt Securities authenticated and
delivered under this Indenture, exclusive, however, of Debt Securities of any
series as to which such Person is not Trustee.

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

     "Defaulted Interest" has the meaning specified in Section 3.7(b).

     "Discharged" has the meaning specified in Section 15.2.

     "Discount Security" means any Debt Security which is issued with "original
issue discount" within the meaning of Section 1273(a) of the Code (or any
successor provision) and the regulations thereunder.

     "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States that, at the time of payment, is legal tender for
the payment of public and private debts.

     "Event of Default" has the meaning specified in Section 5.1.

     "Floating Rate Security" means a Debt Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or any other index specified pursuant to Section 3.1.

                                       -4-



     "Funding Guarantor" has the meaning specified in Section 17.8(a).

     "Gaming Authority" means any governmental authority with regulatory
oversight of, authority to regulate or jurisdiction over any gaming businesses
or enterprises, including the State Gaming Control Board of Nevada, Washoe
County, Nevada gaming authorities, the Nevada Gaming Commission, Mississippi
Gaming Commission, Indiana Gaming Commission, California Gambling Control
Commission, and Louisiana Gaming Control Board, with regulatory oversight of,
authority to regulate or jurisdiction over any racing or gaming operation (or
proposed gaming operations) owned, managed or operated by the Company or any
Guarantor.

     "Gaming Laws" means the gaming laws of a jurisdiction or jurisdictions to
which the Company or a subsidiary of the Company is, or may at any time after
the date of this Indenture be, subject, including all applicable provisions of
all: (1) constitutions, treatises, statutes or laws governing gaming operations
(including, without limitation, card club casinos and pari-mutuel race tracks)
and rules, regulations and ordinances of any Gaming Authority; (2) any
governmental approval relating to any gaming business (including pari-mutuel
betting) or enterprise; and (3) orders, decisions, judgments, awards and decrees
of any Gaming Authority.

     "Gaming Licenses" means every material license, material, franchise,
registration, or other material approval held by, or issued at any time after
the date of this Indenture to, the Company or any of its subsidiaries
authorizing the Company or any of its subsidiaries to own, lease, operate or
otherwise conduct or manage gaming (including pari-mutuel betting) in any state
or jurisdiction.

     "Global Note" means a registered Debt Security evidencing all or part of a
series of Debt Securities, including, without limitation, any temporary or
permanent Global Note.

     "Guaranteed Securities" has the meaning specified in Section 17.2.

     "Guarantor" means, with respect to the Debt Securities of any series, any
Person who has guaranteed the obligations of the Company under this Indenture
with respect to such series pursuant to Article XVII, until released from such
guarantee pursuant to the terms of this Indenture.

     "Indenture" means this instrument as originally executed, or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and, unless the
context otherwise requires, shall include the terms of a particular series of
Debt Securities as established pursuant to Section 3.1; provided, however, that,
if at any time more than one Person is acting as Trustee under this instrument,
"Indenture" shall mean, with respect to any one or more series of Debt
Securities for which such Person is Trustee, this instrument as originally
executed or as it may be supplemented or amended from time to time by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the, or those, particular
series of Debt Securities for which such Person is Trustee established as
contemplated by Section 3.1, exclusive, however, of any provisions or terms
which relate solely to other series of Debt Securities for which such Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto

                                       -5-



executed and delivered after such Person had become such Trustee but to which
such Person, as such Trustee, was not a party.

     "Interest" when used with respect to a Discount Security which by its terms
bears interest only on a certain date, means interest payable after such date.

     "Interest Payment Date" with respect to any Debt Security means the Stated
Maturity of an installment of interest on such Debt Security.

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

     "Legal defeasance option" has the meaning specified in Section 17.2.

     "Mandatory sinking fund payment" has the meaning specified in Section 14.1.

     "Maturity" when used with respect to any Debt Security means the date on
which the principal of such Debt Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption, repayment or repurchase at
the option of the holder thereof or otherwise.

     "Maximum Net Worth" has the meaning specified in Section 17.8(b).

     "Net Worth" has the meaning specified in Section 17.8(b).

     "Obligations" has the meaning specified in Section 17.2.

     "Obligor" means the Company or any Guarantor.

     "Obligor Guarantee" has the meaning specified in Section 17.2.

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
to the Company (including an employee or counsel to the Company or any
subsidiary of the Company).

     "Optional sinking fund payment" has the meaning specified in Section 14.1.

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

          (i) Debt Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

                                       -6-



               (ii)  Debt Securities for whose payment or redemption (including
repayment at the option of the holder) money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the holders of such Debt
Securities; provided, however, that if such Debt Securities are to be redeemed,
then notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made and the date for
such redemption has passed;

               (iii) Debt Securities, except to the extent provided in Section
15.2, with respect to which the Company has effected defeasance as provided in
Article XV;

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

               (v)   Debt Securities converted into Common Stock pursuant to or
in accordance with this Indenture;

Provided, however, that in determining whether the holders of the requisite
principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding (provided, that in connection
with any offer by the Company or any obligor to purchase Debt Securities, Debt
Securities tendered by a holder shall be Outstanding until the date of
purchase), except that, in determining whether the Trustee shall be protected in
relying upon any such Act, only Debt Securities which the Trustee knows to be so
owned shall be so disregarded. Debt Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to act with respect to such Debt
Securities and that the pledgee is not the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor. In
determining whether the holders of the requisite principal amount of Outstanding
Debt Securities have performed any Act hereunder, the principal amount of a
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2.

         "Overdue Rate" when used with respect to any series of the Debt
Securities, means the rate designated as such in or pursuant to the Board
Resolution or the supplemental indenture, as the case may be, relating to such
series as contemplated by Section 3.1.

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

         "Permanent Global Note" shall have the meaning given such term in
Section 3.4(b).

                                       -7-



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

         "Place of Payment" when used with respect to the Debt Securities of any
series means the place or places where the principal of (and premium, if any)
and interest on the Debt Securities of that series are payable as specified
pursuant to Section 3.1.

         "Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.6 in
lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Debt
Security.

         "Principal" includes, with respect to Debt Securities of any series,
principal payable upon redemption or repurchase of Debt Securities of such
series.

         "Redemption Date" means the date fixed for redemption of any Debt
Security pursuant to this Indenture.

         "Redemption Price" means, in the case of a Discount Security, the
amount of the principal thereof that would be due and payable as of the
Redemption Date upon a declaration of acceleration pursuant to Section 5.2, and
in the case of any other Debt Security, the principal amount thereof, plus, in
each case, premium, if any, and accrued and unpaid interest, if any, to the
Redemption Date.

         "Regular Record Date" for the interest payable on the Debt Securities
of any series on any Interest Payment Date means the date specified for the
purpose pursuant to Section 3.1 for such Interest Payment Date.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5(a).

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7(b).

         "Stated Maturity" when used with respect to any Debt Security or any
installment of principal thereof or premium thereon or interest thereon means
the date specified in such Debt Security representing such installment of
interest, as the date on which the principal of such Debt Security or such
installment of principal, premium or interest is due and payable.

                                       -8-



         "Subsidiary" means (i) a corporation a majority of whose capital stock
with voting power, under ordinary circumstances, to elect directors is at the
time, directly or indirectly, owned by the Company or (ii) any other Person,
(other than a corporation) in which the Company, directly or indirectly, has at
least a majority ownership interest.

         "Successor corporation" has the meaning specified in Section 10.1(a).

         "Temporary Global Note" has the meaning specified in Section 3.4(b).

         "Trading Day" shall mean, with respect to the Common Stock, so long as
the Common Stock is listed or admitted to trading on the New York Stock Exchange
or a principal exchange, a day on which the New York Stock Exchange or such
principal exchange is open for the transaction of business.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, then "Trustee" as used with
respect to the Debt Securities of any series shall mean the Trustee with respect
to Debt Securities of such series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as it may
be amended from time to time.

         "U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Company pursuant to Section 3.1 until
a successor U.S. Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "U.S. Depositary" shall mean or
include each Person who is then a U.S. Depositary hereunder, and if at any time
there is more than one such Person, then "U.S. Depositary" as used with respect
to the Debt Securities of any series shall mean the U.S. Depositary with respect
to the Debt Securities of that series.

         "U.S. Government Obligations" has the meaning specified in
Section 15.2.

         "Vice President" includes, with respect to the Company, any Executive
or Senior Vice President and includes, with respect to the Trustee, any Vice
President, whether or not designated by a number or word or words added before
or after the title "Vice President."

SECTION 1.2  COMPLIANCE CERTIFICATES AND OPINIONS.

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

                                       -9-



         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.2) shall include:

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

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

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

               (d)   a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with; provided,
however, that with respect to matters of law, an Officers' Certificate may be
based upon an Opinion of Counsel, unless the signers know, or in the exercise of
reasonable care should know, that such Opinion of Counsel is erroneous, and
provided, further, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials, unless
the signer knows, or in the exercise of reasonable care should know, that any
such document is erroneous.

SECTION 1.3  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

                                   ARTICLE II

                               DEBT SECURITY FORMS

SECTION 2.1  FORMS GENERALLY.

         The Debt Securities of each series shall be substantially in the form
of Exhibit A hereto or in such other form as shall be established in or pursuant
to a Board Resolution or one or more indentures supplemental hereto, and shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are

                                      -10-



not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange on which any series of the
Debt Securities may be listed, or to conform to usage, all as determined by the
officers executing such Debt Securities as conclusively evidenced by their
execution of such Debt Securities. If the form of Debt Securities (or any Global
Note) of any series is established in or pursuant to a Board Resolution, a copy
of such Board Resolution shall be delivered to the Trustee, together with an
Officers' Certificate setting forth the form of such series, at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the authentication
and delivery of such Debt Securities (or any such Global Note).

         Subject to Section 3.4, the definitive Debt Securities of each series
shall be printed, lithographed or engraved or produced by any combination of
these methods on steel engraved borders or may be produced in any other manner,
all as determined by the officers executing such Debt Securities, as
conclusively evidenced by their execution of such Debt Securities.

SECTION 2.2  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The form of the Trustee's certificate of authentication to be borne by
the Debt Securities shall be substantially as follows:

         TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the series of Debt Securities issued under the within
mentioned Indenture.

         [NAME OF TRUSTEE], as Trustee



         By:________________________
               Authorized Signatory

SECTION 2.3  SECURITIES IN GLOBAL FORM.

         If any Debt Security of a series is issued as a Global Note, such
Global Note may provide that it shall represent the aggregate amount of
Outstanding Debt Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Global Note to reflect the amount, or any increase or decrease in the
amount, of Outstanding Debt Securities represented thereby shall be made by the
Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.2.

         Global Notes may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Notes will be issued in
definitive form.

         Every Global Note authenticated and delivered hereunder shall bear a
legend in substantially the following form:

                                      -11-



         THIS DEBT SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL NOTE SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

                                   ARTICLE III

                               THE DEBT SECURITIES

SECTION 3.1  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Debt Securities that may be
authenticated and delivered under this Indenture is unlimited. The Debt
Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and (subject to Section 3.3) set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Debt Securities of any series:

               (a) The title of the Debt Securities of the series (which shall
distinguish the Debt Securities of such series from all other series of Debt
Securities);

               (b) The aggregate principal amount of such series of Debt
Securities and any limit on the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon transfer
of, or in exchange for, or in lieu of, other Debt Securities of such series
pursuant to Sections 3.4, 3.5, 3.6, 11.6 or 13.7);

               (c) The percentage of the principal amount at which the Debt
Securities of such series will be issued and, if other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity or upon redemption thereof or the method by which
such portion shall be determined;

               (d) The date or dates on which, or periods during which, the Debt
Securities of the series may be issued, and the date or dates or the method by
which such date or dates will be determined, on which the principal of (and
premium, if any, on) the Debt Securities of such series are or may be payable
(which, if so provided in such Board Resolution or supplemental indenture, may
be determined by the Company from time to time as set forth in the Debt
Securities of the series issued from time to time);

               (e) The rate or rates (which may be fixed or variable) at which
the Debt Securities of the series shall bear interest, if any, or the method by
which such rate or rates shall be determined, the date or dates from which such
interest, if any, shall accrue or the method by which such date or dates shall
be determined (which, in either case or both, if so provided in such Board
Resolution or supplemental indenture, may be determined by the

                                      -12-



Company from time to time and set forth in the Debt Securities of the series
issued from time to time) and the circumstances, if any, in which the Company
may defer interest payments; and the Interest Payment Dates on which such
interest shall be payable (or the method of determination thereof), and the
Regular Record Dates, if any, for the interest payable on such Interest Payment
Dates and the notice, if any, to holders regarding the determination of
interest, the manner of giving such notice, the basis upon which interest shall
be calculated if other than that of a 360-day year of twelve 30-day months and
any conditions or contingencies as to the payment of interest in cash or
otherwise, if any;

               (f) The place or places, if any, in addition to or instead of the
Corporate Trust Office of the applicable Trustee where the principal of (and
premium, if any) and interest on Debt Securities of the series shall be payable
and where such Debt Securities may be surrendered for conversion or registration
of transfer or exchange; the extent to which, or the manner in which, any
interest payable on any Global Note on an Interest Payment Date will be paid, if
other than in the manner provided in Section 3.7; the extent, if any, to which
the provisions of the last sentence of Section 12.1 shall apply to the Debt
Securities of the series; and the manner in which any principal of, or premium,
if any, on, any Global Note will be paid, if other than as set forth elsewhere
herein and whether any Global Note will require any notation to evidence payment
of principal or interest;

               (g) The obligation, if any, of the Company to redeem, repay,
purchase or offer to purchase Debt Securities of the series pursuant to any
mandatory redemption, sinking fund or analogous provisions or upon other
conditions or at the option of the holder thereof and the period or periods
within which or the dates on which, the prices at which and the terms and
conditions upon which the Debt Securities of the series shall be redeemed,
repaid, purchased or offered to be purchased, in whole or in part, pursuant to
such obligation;

               (h) The right, if any, of the Company to redeem the Debt
Securities of such series at its option and the period or periods within which,
or the date or dates on which, the price or prices at which, and the terms and
conditions upon which, such Debt Securities may be redeemed, if any, in whole or
in part, at the option of the Company or otherwise;

               (i) The denominations of such Debt Securities if other than
denominations of $1,000 and any integral multiple thereof (except as provided in
Section 3.4);

               (j) Whether the Debt Securities of the series are to be issued as
Discount Securities and the amount of discount with which such Debt Securities
may be issued and, if other than the principal amount thereof, the portion of
the principal amount of Debt Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section
5.2;

               (k) Additional provisions, if any, for the defeasance or
discharge of certain of the Company's obligations with respect to Debt
Securities of the series, which provisions may be in addition to, or in
substitution for, or in modification of (or any combination of the foregoing),
the provisions of the Indenture;

                                      -13-



               (l)  Whether provisions for payment of additional amounts or tax
redemptions shall apply and, if such provisions shall apply, such provisions;

               (m)  The date as of which any Debt Securities of the series shall
be dated, if other than as set forth in Section 3.3;

               (n)  If the amount of payments of principal of (and premium, if
any) or interest on the Debt Securities of the series may be determined with
reference to an index, including, but not limited to, an index based on a
Currency or Currencies other than that in which the Debt Securities are
denominated or payable, or any other type of index, the manner in which such
amounts shall be determined;

               (o)  The applicable Overdue Rate, if any;

               (p)  If the Debt Securities of the series do not bear interest,
the applicable dates for purposes of Section 7.1;

               (q)  Any addition to, or modification or deletion of, any Event
of Default or covenant provided for in this Indenture with respect to Debt
Securities of the series;

               (r)  Whether the Debt Securities of the series shall be issued in
whole or in part in the form of one or more Global Notes and, in such case, the
U.S. Depositary or any Common Depositary for such Global Note or Notes; and the
manner in which and the circumstances under which Global Notes representing Debt
Securities of the series may be exchanged for Debt Securities in definitive
form, if other than, or in addition to, the manner and circumstances specified
in Section 3.4(c);

               (s)  The designation, if any, of any depositaries, trustees
(other than the Trustee), Paying Agents, Authenticating Agents, Conversion
Agents, Security Registrars (other than the Trustee) or other agents with
respect to the Debt Securities of such series;

               (t)  If the Debt Securities of such series will be issuable in
definitive form only upon receipt of certain certificates or other documents or
upon satisfaction of certain conditions, the form and terms of such
certificates, documents or conditions;

               (u)  Whether the Debt Securities of such series will be
convertible into shares of Common Stock or other securities or property of the
Company, and, if so, the terms and conditions, which may be in addition to or in
lieu of the provisions contained in this Indenture, upon which such Debt
Securities will be so convertible, including the conversion price and the
conversion period;

               (v)  The portion of the principal amount of the Debt Securities
which will be payable upon declaration of acceleration of the maturity thereof,
if other than the principal amount thereof;

               (w)  The terms, if any, on which the Debt Securities of such
series will be subordinate to other debt of the Company;

               (x)  Any listing or intended listing of the Debt Securities on a
securities exchange.

                                      -14-



               (y)  The provisions, if any, relating to any security provided
for the Debt Securities of such series;

               (z)  The provisions, if any, relating to any guarantees of the
Debt Securities; and

               (aa) Any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and (subject to Section 3.3) set forth in such
Officers' Certificate, or in any such indenture supplemental hereto. All Debt
Securities of any one series need not be issued at the same time, and unless
otherwise provided, a series may be reopened for issuance of additional Debt
Securities of such series.

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

SECTION 3.2  DENOMINATIONS.

         In the absence of any specification pursuant to Section 3.1 with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable only as Debt Securities in denominations of $1,000 and any
integral multiple thereof and shall be payable only in Dollars.

SECTION 3.3  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Debt Securities of any series shall be executed on behalf of the
Company by its Chairman of the Board of Directors, its President, one of its
Executive or Senior Vice Presidents or its Treasurer, under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series, executed
by the Company, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Debt Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such Debt
Securities. If all the Debt Securities of any one series are not to be issued at
one time and if a Board Resolution or supplemental indenture relating to such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Debt Securities such as interest rate,
Stated

                                      -15-



Maturity, date of issuance and date from which interest, if any, shall accrue.
If any Debt Security shall be represented by a permanent Global Note, then, for
purposes of this Section and Section 3.4, the notation of a beneficial owner's
interest therein upon original issuance of such Debt Security or upon exchange
of a portion of a temporary Global Note shall be deemed to be delivery in
connection with the original issuance of such beneficial owner's interest in
such permanent Global Note.

         The Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, prior to the authentication and
delivery of the Debt Securities of such series, (i) the supplemental indenture
or the Board Resolution by or pursuant to which the form and terms of such Debt
Securities have been approved, (ii) an Officers' Certificate stating that all
conditions precedent provided for in the Indenture have been complied with and
that, to the best knowledge of the signers of such certificates, no Event of
Default with respect to any of the Debt Securities shall have occurred and be
continuing and (iii) an Opinion of Counsel substantially to the effect that:

               (a)  the form and terms of such Debt Securities, have been
established in conformity with the provisions of this Indenture; and

               (b)  such Debt Securities, when completed by appropriate
insertions and executed and delivered by the Company to the Trustee in
accordance with the Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer and similar laws affecting creditors' rights
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).

         The Trustee shall not be required to authenticate such Debt Securities
if the issuance of such Debt Securities pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Debt Securities and
this Indenture in a manner which is not reasonably acceptable to the Trustee.

         Each Debt Security shall be dated the date of its authentication.

         No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.8 together with a written statement (which need not
comply with Section 1.2) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

                                      -16-



SECTION 3.4  TEMPORARY DEBT SECURITIES; EXCHANGE OF TEMPORARY GLOBAL NOTES FOR
             DEFINITIVE DEBT SECURITIES; GLOBAL NOTES REPRESENTING DEBT
             SECURITIES.

               (a)  Pending the preparation of definitive Debt Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Debt Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination for Debt Securities of such series, substantially of the tenor of
the definitive Debt Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Debt Securities may determine, as conclusively evidenced
by their execution of such Debt Securities. Every such temporary Debt Security
shall be executed by the Company and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and with
the same effect, as the definitive Debt Securities in lieu of which they are
issued.

         Except in the case of temporary Debt Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the holder, except as provided in Section 3.5 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions. Until
so exchanged, the temporary Debt Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Debt
Securities of such series.

               (b)  If the Company shall establish pursuant to Section 3.1 that
the Debt Securities of a series are to be issued in whole or in part in the form
of one or more Global Notes, then the Company shall execute and the Trustee
shall, in accordance with Section 3.3 and the Company Order with respect to such
series, authenticate and deliver one or more Global Notes in temporary
("Temporary Global Note") or permanent ("Permanent Global Note") form that (i)
shall represent and shall be denominated in an amount equal to the aggregate
principal amount of the Outstanding Debt Securities of such series to be
represented by one or more Global Notes, (ii) shall be registered in the name of
the U.S. Depositary for such Global Note or Notes or the nominee of such
depositary, and (iii) shall bear a legend substantially as set forth in Section
2.3.

         Notwithstanding any other provision of this Section or Section 3.5,
unless and until it is exchanged in whole or in part for Debt Securities in
definitive form, a Global Note representing all or a portion of the Registered
Securities of a series may not be transferred except as a whole by the U.S.
Depositary for such series to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such depositary or

                                      -17-



by such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.

         If at any time the U.S. Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Debt Securities of such series or if at any time the U.S.
Depositary for Debt Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Debt Securities of such series. If
a successor U.S. Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Note or Notes representing such
series in exchange for such Global Note or Notes.

         (a) The Company may at any time and in its sole discretion determine
that the Debt Securities of any series issued in the form of one or more Global
Notes shall no longer be represented by such Global Note or Notes. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

         If the Debt Securities of any series shall have been issued in the form
of one or more Global Notes and if an Event of Default with respect to the Debt
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Debt Securities of such series in definitive form and
in an aggregate principal amount equal to the principal amount of the Global
Note or Notes representing such series in exchange for such Global Note or
Notes.

         If specified by the Company pursuant to Section 3.1 with respect to
Debt Securities of a series, the U.S. Depositary for such series of Debt
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Debt Securities of such series in definitive
form on such terms as are acceptable to the Company and such depositary.
Thereupon, the Company shall execute and the Trustee shall authenticate and
deliver, without charge:

               (i)  to each Person specified by the U.S. Depositary a new Debt
Security or Securities of the same series, of any authorized denomination as
requested by such Person in an aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Note; and

               (ii) to the U.S. Depositary a new Global Note in a denomination
equal to the difference, if any, between the principal amount of the surrendered
Global Note and the aggregate principal amount of Debt Securities delivered to
holders thereof.

                                      -18-



         Upon the exchange of a Global Note for Debt Securities in definitive
form, such Global Note shall be cancelled by the Trustee. Debt Securities issued
in exchange for a Global Note pursuant to this subsection (c) shall be
registered in such names and in such authorized denominations as the U.S.
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

SECTION 3.5  REGISTRATION, TRANSFER AND EXCHANGE.

               (a)  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the registers maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Debt Securities and of transfers and exchanges of Debt
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Debt Securities and registering transfers and exchanges of Debt
Securities as herein provided; provided, however, that the Company may appoint
co-Security Registrars or the terms of any series of Debt Securities may provide
otherwise.

         Upon surrender for registration of transfer of any Debt Security of any
series at the office or agency of the Company maintained for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee, one or more new Debt Securities of the same
series of like aggregate principal amount of such denominations as are
authorized for Debt Securities of such series and of a like Stated Maturity and
with like terms and conditions.

         Except as otherwise provided in Section 3.4 and this Section 3.5, at
the option of the holder, Debt Securities of any series may be exchanged for
other Debt Securities of the same series of like aggregate principal amount and
of a like Stated Maturity and with like terms and conditions, upon surrender of
the Debt Securities to be exchanged at such office or agency. Whenever any Debt
Securities are surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Debt Securities which the holder
making the exchange is entitled to receive.

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

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

         No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.4(b) or 3.6. The Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly

                                      -19-



provided in this Indenture to be made at the Company's own expense or without
expense or without charge to the holders.

         The Company shall not be required (i) to register, transfer or exchange
Debt Securities of any series during a period beginning at the opening of
business 15 days before the day of the transmission of a notice of redemption of
Debt Securities of such series selected for redemption under Section 13.3 and
ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.

SECTION 3.6  MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

         If (i) any mutilated Debt Security is surrendered to the Trustee at its
Corporate Trust Office, or (ii) the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Debt Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them and any Paying Agent harmless, and
neither the Company nor the Trustee receives notice that such Debt Security has
been acquired by a bona fide purchaser, then the Company shall execute and upon
Company Request, the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like Stated Maturity and with like terms and
conditions and like principal amount, bearing a number not contemporaneously
Outstanding.

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

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

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

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

SECTION 3.7  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

               (a)  Interest on any Debt Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of

                                      -20-



such Debt Security upon any transfer or exchange subsequent to the Regular
Record Date. Unless otherwise specified as contemplated by Section 3.1 with
respect to the Debt Securities of any series, payment of interest on Debt
Securities shall be made at the place or places specified pursuant to Section
3.1 or, at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
or, if provided pursuant to Section 3.1, by wire transfer to an account
designated by the registered holder.

              (b)    Any interest on any Debt Security which is payable but is
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant Regular Record Date by virtue of his having
been such registered holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

                     (1)    The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names such Debt Securities (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each such Debt
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to the
holders of such Debt Securities at their addresses as they appear in the
Security Register, not less than 15 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Debt Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).

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

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

                                      -21-



SECTION 3.8   CANCELLATION.

       Unless otherwise specified pursuant to Section 3.1 for Debt Securities of
any series, all Debt Securities surrendered for payment, redemption, transfer,
exchange or credit against any sinking fund surrendered for payment or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee. All Debt Securities so delivered shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Debt Securities previously authenticated hereunder which the Company has not
issued, and all Debt Securities so delivered shall be promptly cancelled by the
Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for
any Debt Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debt Securities held by the Trustee
shall be delivered to the Company upon Company Request. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or satisfaction
of the indebtedness represented thereby unless and until such Debt Securities
are surrendered to the Trustee for cancellation. Permanent Global Notes shall
not be destroyed until exchanged in full for definitive Debt Securities or until
payment thereon is made in full.

SECTION 3.9   COMPUTATION OF INTEREST.

       Except as otherwise specified pursuant to Section 3.1 for Debt Securities
of any series, interest on the Debt Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.

SECTION 3.10  MANDATORY DISPOSITION OF DEBT SECURITIES PURSUANT TO GAMING LAWS.

       Each holder and beneficial owner, by accepting or otherwise acquiring an
interest in the Debt Securities, shall be deemed to have agreed that if the
Gaming Authority of any jurisdiction in which the Company or any of its
subsidiaries conducts or proposes to conduct gaming requires that a Person who
is a holder or beneficial owner must be licensed, qualified or found suitable
under the applicable Gaming Laws, such holder or beneficial owner shall apply
for a license, qualification or a finding of suitability within the required
time period. If such Person fails to apply or become licensed or qualified or is
found unsuitable, then the Company shall have the right, at its option,
notwithstanding any other provision of this Indenture (i) to require such Person
to dispose of its Debt Securities or beneficial interest therein within 30 days
of receipt of notice of the Company's election or such earlier date as may be
requested or prescribed by such Gaming Authority or (ii) to redeem such Debt
Securities at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest to the earlier of the redemption date and the
date of the finding of unsuitability, which may be less than 30 days following
the notice of redemption if so requested or prescribed by the Gaming Authority,
or such lesser amount as may be required by applicable law or by order of any
Gaming Authority. The Company shall notify the Trustee in writing of any such
redemption as soon as practicable. The Company shall not be responsible for any
costs or expenses any such holder or beneficial owner may incur in connection
with its application for a license, qualification or a finding of suitability.
Notwithstanding any other provision of this Indenture, immediately upon the

                                      -22-



imposition of a requirement to dispose of Debt Securities by a Gaming Authority,
such Person shall, to the extent required by applicable Gaming Law, have no
further right (i) to exercise, directly or indirectly, through any trustee,
nominee or any other person or entity, any right conferred by the Debt
Securities or (ii) to receive any interest, dividends or any other distributions
or payments with respect to the Debt Securities or any remuneration in any form
with respect to the Debt Securities from the Company or the Trustee, except the
redemption price.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1   SATISFACTION AND DISCHARGE OF INDENTURE.

       This Indenture shall, upon Company Request, cease to be of further effect
with respect to any series of Debt Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
such Debt Securities herein expressly provided for and rights to receive
payments of principal (and premium, if any) and interest on such Debt
Securities) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:

              (a)    either

                     (1)    all Debt Securities of such series theretofore
authenticated and delivered (other than (i) Debt Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6, and (ii) Debt Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 12.4) have been delivered to the Trustee for cancellation;
or

                     (2)    all Debt Securities of such series not theretofore
delivered to the Trustee for cancellation:

                            (i)    have become due and payable, or

                            (ii)   will become due and payable at their Stated
Maturity within one year, or

                            (iii)  are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice by
the Trustee in the name, and at the expense, of the Company, or

                            (iv)   the Company either complies with any other
condition or terms specified pursuant to Section 3.1, or

if not so specified in the case of (i), (ii) or (iii) of this subclause (a), has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Debt Securities for principal (and premium, if any) and
interest to the date of such deposit (in the case of Debt Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be; provided, however, in the event a petition for relief under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or

                                      -23-



other similar law, is filed with respect to the Company within 91 days after the
deposit and the Trustee is required to return the deposited money to the
Company, the obligations of the Company under this Indenture with respect to
such Debt Securities shall not be deemed terminated or discharged;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.1, and, if money shall have been deposited with the
Trustee pursuant to subclause (2) of clause (a) of this Section, the obligations
of the Trustee under Section 4.2 and Section 15.4 shall survive.

SECTION 4.2   APPLICATION OF TRUST MONEY.

       Subject to the provisions of the last paragraph of Section 12.4, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE V

                                    REMEDIES

SECTION 5.1   EVENTS OF DEFAULT.

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

              (a)    default in the payment of any interest upon any Debt
Security of such series when it becomes due and payable, and continuance of such
default for a period of 30 days; or

              (b)    default in the payment of the principal of (and premium, if
any, on) any Debt Security of such series at its Maturity; or

                                      -24-



              (c)    default in the deposit of any sinking fund payment, when
and as due by the terms of a Debt Security of such series; or

              (d)    default in the performance, or breach, of any covenant or
warranty of any Obligor in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which expressly has been included in this Indenture
solely for the benefit of Debt Securities of a series other than such series),
and continuance of such default or breach for a period of 120 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the holders of at least 25% in principal
amount of the Outstanding Debt Securities of such series, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

              (e)    the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary case
under the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable federal or
state law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 90 consecutive days; or

              (f)    the commencement by the Company of a voluntary case under
the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or the
consent by it to the entry of an order for relief in an involuntary case under
any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or the making by it of an assignment
for the benefit of its creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or

              (g)    any other Event of Default or variations in the foregoing
Events of Default provided with respect to Debt Securities of that series
pursuant to Section 3.1.

SECTION 5.2   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

       If an Event of Default with respect to Debt Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities, such portion of
the principal amount of such Discount Securities as may be specified in the
terms of such Discount Securities) of all the Debt Securities of such series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by holders), and upon any such declaration such principal
amount (or specified amount) plus accrued and unpaid interest (and premium, if
payable) shall become

                                      -25-



immediately due and payable. Upon payment of such amount all obligations of the
Company in respect of the payment of principal of the Debt Securities of such
series shall terminate.

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

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

                     (1)    all overdue installments of interest on all Debt
Securities of such series,

                     (2)    the principal of (and premium, if any, on) any Debt
Securities of such series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Debt Securities,

                     (3)    to the extent that payment of such interest is
lawful, interest upon overdue installments of interest on each Debt Security of
such series at the Overdue Rate, and

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

              (b)    All Events of Default with respect to Debt Securities of
such series, other than the nonpayment of the principal of Debt Securities of
such series which has become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 5.13.

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

SECTION 5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

       The Company covenants that, if:

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

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

              (c)    default is made in the making or satisfaction of any
sinking fund payment or analogous obligation when the same becomes due pursuant
to the terms of the

                                      -26-



Debt Securities of any series, then the Company will, upon demand of the
Trustee, pay to it, for the benefit of the holders of such Debt Securities, the
amount then due and payable on such Debt Securities for the principal (and
premium, if any) and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at the Overdue Rate;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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

SECTION 5.4   TRUSTEE MAY FILE PROOFS OF CLAIM.

       In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, relative to the Company, any
Guarantor or any other obligor upon the Debt Securities, of a particular series
or the property of the Company, any Guarantor or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
of acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company, any Guarantor or any obligor for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

              (a)    to file and prove a claim for the whole amount of principal
(or, if the Debt Securities of such series are Discount Securities, such portion
of the principal amount as may be due and payable with respect to such series
pursuant to a declaration in accordance with Section 5.2) (and premium, if any)
and interest owing and unpaid in respect of the Debt Securities of such series
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the holders of such Debt Securities allowed in such judicial
proceeding, and

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

                                      -27-



and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

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

SECTION 5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES.

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

SECTION 5.6   APPLICATION OF MONEY COLLECTED.

       Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any) or interest, upon presentation of the Debt Securities of any series in
respect of which money has been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

       FIRST: To the payment of all amounts due the Trustee under Section 6.7.

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

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

SECTION 5.7   LIMITATION ON SUITS.

       No holder of any Debt Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                                      -28-



              (a)    such holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to such series;

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

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

              (d)    the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

              (e)    no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the holders of at least a
majority in principal amount of the Outstanding Debt Securities of such series;
it being understood and intended that no one or more of such holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
holders or of the holders of Outstanding Debt Securities of any other series, or
to obtain or to seek to obtain priority or preference over any other of such
holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such holders.
For the protection and enforcement of the provisions of this Section 5.7, each
and every holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.

SECTION 5.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

       Notwithstanding any other provision in this Indenture, the holder of any
Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7 and 3.10) interest on such Debt Security on the respective Stated
Maturity or Maturities expressed in such Debt Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment and interest thereon, and such right shall not be impaired
without the consent of such holder.

SECTION 5.9   RESTORATION OF RIGHTS AND REMEDIES.

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

                                      -29-



SECTION 5.10  RIGHTS AND REMEDIES CUMULATIVE.

       Except as otherwise expressly provided elsewhere in this Indenture, no
right or remedy herein conferred upon or reserved to the Trustee or to the
holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11  DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.12  CONTROL BY HOLDERS.

       The holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to the
Debt Securities of such series, provided that:

              (a)    such direction shall not be in conflict with any rule of
law or with this Indenture;

              (b)    subject to the provisions of Section 6.1, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Responsible Officers of the Trustee,
determine that the proceeding so directed would be unduly prejudicial to the
holders of Debt Securities of such series not joining in any such direction; and

              (c)    the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction or this Indenture.

SECTION 5.13  WAIVER OF PAST DEFAULTS.

       The holders of not less than a majority in aggregate principal amount of
the Outstanding Debt Securities of any series, by notice to the Trustee, may, on
behalf of the holders of all Debt Securities of such series, waive any past
default hereunder with respect to such series and its consequences, except a
default:

              (a)    in the payment of the principal of (or premium, if any) or
interest on any Debt Security of such series, or in the payment of any sinking
fund installment or analogous obligation with respect to the Debt Securities of
such series, or

                                      -30-



              (b)    in respect of a covenant or provision hereof which,
pursuant to Article XI, cannot be modified or amended without the consent of the
holder of each Outstanding Debt Security of such series affected.

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

SECTION 5.14  UNDERTAKING FOR COSTS.

       All parties to this Indenture agree, and each holder of any Debt Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit other than the Trustee of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant, but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any holder or group of
holders holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
holder of a Debt Security for the enforcement of the payment of the principal of
(or premium, if any) or interest on such Debt Security on or after the
respective Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).

SECTION 5.15  WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1   CERTAIN DUTIES AND RESPONSIBILITIES.

              (a)    Except during the continuance of an Event of Default with
respect to the Debt Securities of any series,

                            (1)    the Trustee undertakes to perform such duties
                     and only such duties as are specifically set forth in this
                     Indenture, and no implied covenants or

                                      -31-



                     obligations shall be read into this Indenture against the
                     Trustee; and

                            (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; but in the case of any such certificates or
                     opinions which by any provisions hereof are specifically
                     required to be furnished to the Trustee, the Trustee shall
                     be under a duty to examine the same to determine whether or
                     not they conform to the requirements of this Indenture.

              (b)    In case an Event of Default with respect to Debt Securities
of any series has occurred and is continuing, the Trustee shall, with respect to
the Debt Securities of such series, 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 man would exercise or use under the circumstances
in the conduct of his own affairs.

              (c)    No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                            (1)    This subsection shall not be construed to
                     limit the effect of subsection (a) of this Section;

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

                            (3)    The Trustee shall not be liable with respect
                     to any action taken, suffered or omitted to be taken by it
                     with respect to Debt Securities of any series in good faith
                     in accordance with the direction of the holders of at least
                     a majority in principal amount of the Outstanding Debt
                     Securities of such series relating to the time, method and
                     place of conducting any proceeding for any remedy available
                     to the Trustee, or exercising any trust or power conferred
                     upon the Trustee, under this Indenture;

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

                                      -32-



                     indemnity against such risk or liability is not reasonably
                     assured to it; and

                            (5)    The Trustee shall comply with any order or
                     directive of a Gaming Authority that the Trustee submit an
                     application for any license, finding of suitability or
                     other approval pursuant to any Gaming Law and will
                     cooperate fully and completely in any proceeding related to
                     such application.

              (d)    Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

SECTION 6.2   NOTICE OF DEFAULTS.

       Within 90 days after the occurrence of any default hereunder with respect
to Debt Securities of any series, the Trustee shall give notice to all holders
of Debt Securities of such series of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the
payment of any sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 5.1(d) with respect to Debt
Securities of such series no such notice to holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

       Notice given pursuant to this Section 6.2 shall be transmitted by mail:

              (a)    to all registered holders, as the names and addresses of
the registered holders appear in the Security Register; and

              (b)    to each holder of a Debt Security of any series whose name
and address appear in the information preserved at the time by the Trustee in
accordance with Section 7.2(a) of this Indenture.

SECTION 6.3   CERTAIN RIGHTS OF TRUSTEE.

       Except as otherwise provided in Section 6.1:

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

                                      -33-



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

          (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

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

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

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

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

SECTION 6.4    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES

     The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or
the proceeds thereof.

SECTION 6.5    MAY HOLD DEBT SECURITIES.

     The Trustee, any Paying Agent, the Security Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and, subject to Sections 6.8 and 6.13, may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

                                      -34-



SECTION 6.6    MONEY HELD IN TRUST.

     Money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

SECTION 6.7    COMPENSATION AND REIMBURSEMENT.

     The Company agrees:

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

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

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

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a claim prior to the Debt Securities, upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of amounts due on the Debt Securities.

     The obligations of the Company under this Section 6.7 to compensate and
indemnify the Trustee for reasonable expenses, disbursements and advances shall
constitute additional indebtedness under this Indenture and shall survive the
satisfaction and discharge of this Indenture.

SECTION 6.8    DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310 of the Trust Indenture Act, the Trustee shall either
eliminate such conflicting interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall
not be deemed to have conflicting interest with respect to the Debt Securities
of any series by virtue of being Trustee with respect to the Debt Securities of
any particular series of Debt Securities other than that series.

                                      -35-



SECTION 6.9    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $100,000,000, subject to supervision or examination by federal,
state or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

          (b)  The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

          (c)  The Trustee may be removed at any time with respect to the Debt
Securities of any series and a successor Trustee appointed by Act of the holders
of at least a majority in principal amount of the Outstanding Debt Securities of
such series, delivered to the Trustee and to the Company.

          (d)  If at any time:

                    (1) the Trustee shall fail to comply with Section 6.8 with
               respect to the Debt Securities of any series after written
               request therefor by the Company or by any holder who has been a
               bona fide holder of a Debt Security of such series for at least
               six months, or

                    (2) the Trustee shall cease to be eligible under Section 6.9
               with respect to the Debt Securities of any series and shall fail
               to resign after written request therefor by the Company or by any
               such holder, or

                    (3) the Trustee shall become incapable of acting or shall be
               adjudged a bankrupt or insolvent or a receiver of the Trustee or
               of its property shall be appointed or any public officer shall
               take charge or

                                      -36-



               control of the Trustee or of its property or affairs for the
               purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any holder who has been a bona fide holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debt Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Debt Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the holders of at least a majority in principal
amount of the Outstanding Debt Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Debt Securities of such series and, to that extent,
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the holders of such series and accepted appointment
in the manner hereinafter provided, any holder who has been a bona fide holder
of a Debt Security of such series for at least six months may, subject to
Section 5.14, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debt Securities of such series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 18.2 to the
holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)  In the case of an appointment hereunder of a successor Trustee
with respect to all Debt Securities, each such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee, but, on
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor

                                      -37-



Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.7.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in any such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any other trust or trusts hereunder administered by any other such Trustee; and,
upon the execution and delivery of any such supplemental indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities of that
or those series to which the appointment of such successor Trustee relates, but,
on request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

          (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d)  No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

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

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt Securities shall have
been authenticated, but

                                      -38-



not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debt Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     If and when the Trustee shall be or become a creditor of the Company (or
any Guarantor or other obligor upon the Debt Securities), the Trustee shall be
subject to the provisions of Section 311 of the Trust Indenture Act regarding
the collection of such claims against the Company (or any such Guarantor or
other obligor). A Trustee that has resigned or been removed shall be subject to
and comply with said Section 311 to the extent required thereby.

SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT.

     As long as any Debt Securities of a series remain Outstanding, upon a
Company Request, there shall be an authenticating agent (the "Authenticating
Agent") appointed, for such period as the Company shall elect, by the Trustee
for such series of Debt Securities to act as its agent on its behalf and subject
to its direction in connection with the authentication and delivery of each
series of Debt Securities for which it is serving as Trustee. Debt Securities of
each such series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities of any series by
the Trustee for such series or to the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee for such series by an Authenticating Agent for such series and a
certificate of authentication executed on behalf of such Trustee by such
Authenticating Agent, except that only the Trustee may authenticate Debt
Securities upon original issuance and pursuant to Section 3.6 hereof. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any state,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for purposes of
this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any

                                      -39-



corporation succeeding to the corporate agency business of any Authenticating
Agent, shall continue to be the Authenticating Agent with respect to all series
of Debt Securities for which it served as Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
for such series or such Authenticating Agent. Any Authenticating Agent may at
any time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the applicable Trustee and to the Company.

     Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
or all series of Debt Securities, the Trustee for such series shall, upon
Company Request, appoint a successor Authenticating Agent, and the Company shall
provide notice of such appointment to all holders of Debt Securities of such
series in the manner and to the extent provided in Section 18.2. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein. The Trustee for the Debt Securities of such series agrees to pay to the
Authenticating Agent for such series from time to time reasonable compensation
for its services, and the Trustee shall be entitled to be reimbursed for such
payment, subject to the provisions of Section 6.7. The Authenticating Agent for
the Debt Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee for such series,
except arising out of its negligence or willful misconduct.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Debt Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the series of Debt Securities issued under the within
mentioned Indenture.

     [NAME OF TRUSTEE] As Trustee


     By:____________________________
        As Authenticating Agent


     By:____________________________
        Authorized Signatory

                                      -40-



                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

              (a) semi-annually on a date not more than 15 days after each
Regular Record Date with respect to an Interest Payment Date, if any, for the
Debt Securities of such series (or on semi-annual dates in each year to be
determined pursuant to Section 3.1 if the Debt Securities of such series do not
bear interest), a list, in such form as the Trustee may reasonably require, of
the names and addresses of the registered holders as of the date 15 days next
preceding each such Regular Record Date (or such semi-annual dates, as the case
may be); and

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

Provided, however, that if and so long as the Trustee shall be the Security
Registrar for such series, no such list need be furnished.

SECTION 7.2  PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

              (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of holders
contained in the most recent list furnished to the Trustee as provided in
Section 7.1 received by it in the capacity of Paying Agent (if so acting)
hereunder, and filed with it within the two preceding years pursuant to Section
7.3(c)(2).

         The Trustee may destroy any list furnished to it as provided in Section
7.1 upon receipt of a new list so furnished, destroy any information received by
it as Paying Agent (if so acting) hereunder upon delivering to itself as
Trustee, not earlier than 45 days after an Interest Payment Date, a list
containing the names and addresses of the holders obtained from such information
since the delivery of the next previous list, if any, destroy any list delivered
to itself as Trustee which was compiled from information received by it as
Paying Agent (if so acting) hereunder upon the receipt of a new list so
delivered, and destroy, not earlier than two years after filing, any information
filed with it pursuant to Section 7.3(c)(2).

              (b) If three or more holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Debt Securities of a particular series (in which case the applicants must
hold Debt Securities of such series) or with all holders of Debt Securities with
respect to their rights under this Indenture or under the Debt Securities and is
accompanied by a copy of the

                                      -41-



form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such
application, at its election, either

                    (i)  afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.2(a), or

                    (ii) inform such applicants as to the approximate number of
holders of Debt Securities of such series or of all Debt Securities, as the case
may be, whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.2(a), and as to the approximate
cost of mailing to such holders the form of proxy or other communication,
specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon written request of such applicants, mail to
the holders of Debt Securities of such series or all holders, as the case may
be, whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.2(a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five Business Days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the holders
of Debt Securities of such series or all holders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

              (c)   Every holder of Debt Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders in accordance with
Section 7.2(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
of any material pursuant to a request made under Section 7.2(b).

                                      -42-



SECTION 7.3  REPORTS BY TRUSTEE.

              (a) Within 60 days after [DATE] of each year, commencing with the
first [DATE] after the first issuance of Debt Securities pursuant to this
Indenture, the Trustee shall, to the extent required by the Trust Indenture Act,
transmit to all holders of Debt Securities of any series with respect to which
it acts as Trustee, in the manner hereinafter provided in this Section 7.3, a
brief report dated such date with respect to any of the following events which
may have occurred within the previous 12 months (but if no such event has
occurred within such period, no report need be transmitted):

                  (1) any change to its eligibility under Section 6.9 and its
qualifications under Section 6.8;

                  (2) the creation of or any material change to a relationship
specified in paragraph (1) through (10) of Section 310(b) of the Trust Indenture
Act;

                  (3) the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge,
prior to that of the Debt Securities of such series, on any property or funds
held or collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to report such advances if such advances so remaining
unpaid aggregate not more than 1/2 of 1% of the principal amount of the
Outstanding Debt Securities of such series on the date of such report;

                  (4) any change to the amount, interest rate and maturity date
of all other indebtedness owing by the Company (or any other obligor on the Debt
Securities of such series) to the Trustee in its individual capacity, on the
date of such report, with a brief description of any property held as collateral
security therefor, except an indebtedness based upon a creditor relationship
arising in any manner described in Section 311(b) of the Trust Indenture Act;

                  (5) any change to the property and funds, if any, physically
in the possession of the Trustee as such on the date of such report;

                  (6) any additional issue of Debt Securities which the Trustee
has not previously reported; and

                  (7) any action taken by the Trustee in the performance of its
duties hereunder which it has not previously reported and which, in its opinion,
materially affects the Debt Securities of such series, except action in respect
of a default, notice of which has been or is to be withheld by the Trustee in
accordance with Section 6.2.

              (b) The Trustee shall transmit by mail to all holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.2 (a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of

                                      -43-



this instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Debt Securities of such series, on property or
funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee for each series
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
the Debt Securities of such series Outstanding at such time, such report to be
transmitted within 90 days after such time.

              (c) Gaming License Requirements. To the extent required by Gaming
Laws the Trustee will provide any applicable Gaming Authority with:

                  (1) copies of all notices, reports and other written
communications which the Trustee gives to holders of Debt Securities;

                  (2) a list of holders of Debt Securities promptly after the
original issuance of the Debt Securities, eight months and two months prior to
the expiration date of each then-current Gaming License held by the Company or
its subsidiaries, and upon demand;

                  (3) notice of any Event of Default under this Indenture or of
any Default, any acceleration of the indebtedness evidenced or secured hereby,
the institution of any legal actions or proceedings before any court or
governmental authority in respect of this Indenture and any rescission,
annulment or waiver in respect of an Event of Default;

                  (4) notice of the removal or resignation of the Trustee within
five Business Days thereof;

                  (5) notice of any transfer or assignment of rights under this
Indenture (but no transfers or assignments of the Debt Securities) within five
Business Days thereof; and

                  (6) a copy of any amendment to the Debt Securities or this
Indenture within five Business Days of the effectiveness thereof.

         The notice specified in clause (3) above shall be in writing and,
except as set forth below, shall be given within five Business Days after the
trustee has transmitted the notice required by Section 6.2. In the case of any
notice in respect of any Event of Default, such notice shall be accompanied by a
copy of any notice from the holders of the Debt Securities, or a representative
thereof or the Trustee, to the Company and, if accompanied by any such notice to
the Company, shall be given simultaneously with the giving of any such notice to
the Company. In the case of any legal actions or proceedings, such notice shall
be accompanied by a copy of the complaint or other initial pleading or document.

         The Trustee shall in accordance with the limitations set forth herein
cooperate with any applicable Gaming Authority in order to provide such Gaming
Authority with information and documentation relevant to compliance with clause
(3) above and as otherwise required by any applicable Gaming Law.

         The Company will advise the Trustee of the expiration date of any
then-current Gaming License held by the Company or its subsidiaries at least
nine months prior to the

                                      -44-



expiration thereof and the Trustee until so advised may assume that such Gaming
License has not expired.

              (d) Reports pursuant to this Section 7.3 shall be transmitted by
mail:

                  (1) to all holders of Debt Securities, as the names and
addresses of such holders of Debt Securities appear in the Security Register;
and

                  (2) except in the cases of reports pursuant to subsection (b)
of this Section 7.3, to each holder of a Debt Security of any series whose name
and address appear in the information preserved at the time by the Trustee in
accordance with Section 7.2(a).

              (e) A copy of each such report shall, at the time of such
transmission to holders, be filed by the Trustee with each stock exchange upon
which any Debt Securities of such series are listed, with the Commission and
also with the Company. The Company will notify the Trustee when any series of
Debt Securities are listed on any stock exchange.

SECTION 7.4   REPORTS BY COMPANY.

Unless otherwise specified with respect to a particular series of Debt
Securities pursuant to Section 3.1, the Company will file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended.

                                  ARTICLE VIII

                             CONCERNING THE HOLDERS

SECTION 8.1   ACTS OF HOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by holders of
Debt Securities may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the holders
signing such instrument or instruments. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities of any series may take any Act, the
fact that the holders of such specified percentage have joined therein may be
evidenced (a) by the instrument or instruments executed by holders in person or
by agent or proxy appointed in writing, or (b) by the record of holders voting
in favor thereof at any meeting of such holders duly called and held in
accordance with the provisions of Article IX, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of holders.

                                      -45-



SECTION 8.2   PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY HOLDER.

         The ownership of Debt Securities of any series shall be proved by the
Security Register for such series or by a certificate of the Security Registrar
for such series.

         Subject to the provisions of Sections 6.1, 6.3 and 9.5, proof of the
execution of a writing appointing an agent or proxy and of the execution of any
instrument by a holder or his agent or proxy shall be sufficient and conclusive
in favor of the Trustee and the Company if made in the following manner:

         The fact and date of the execution by any such person of any instrument
may be proved by the certificate of any notary public or other officer
authorized to take acknowledgements of deeds, that the Person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such officer.
Where such execution is by an officer of a corporation or association or a
member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other Person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

         The record of any holders' meeting shall be proved in the manner
provided in Section 9.6.

         The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

SECTION 8.3   PERSONS DEEMED OWNERS.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Debt Security is registered as the owner
of such Debt Security for the purpose of receiving payment of the principal of
(and premium, if any) and (subject to Section 3.7) interest, if any, on such
Debt Security and for all other purposes whatsoever, whether or not such Debt
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All payments
made to any holder, or upon his order, shall be valid, and, to the extent of the
sum or sums paid, effectual to satisfy and discharge the liability for moneys
payable upon such Debt Security.

SECTION 8.4   REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any Act by the holders of the
percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.2,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the holder of any Debt Security shall be conclusive and
binding upon such holder and, subject to the

                                      -46-



         provisions of Section 5.8, upon all future holders of such Debt
Security and of any Debt Securities issued on transfer or in lieu thereof or in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon such Debt Security or such other Debt Securities.

                                   ARTICLE IX

                                HOLDERS' MEETINGS

SECTION 9.1   PURPOSES OF MEETINGS.

         A meeting of holders of any or all series may be called at any time and
from time to time pursuant to the provisions of this Article IX for any of the
following purposes:

                  (a) to give any notice to the Company or to the Trustee for
such series, or to give any directions to the Trustee for such series, or to
consent to the waiving of any default hereunder and its consequences, or to take
any other action authorized to be taken by holders pursuant to any of the
provisions of Article V;

                  (b) to remove the Trustee for such series and appoint a
successor Trustee pursuant to the provisions of Article VI;

                  (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.2; or

                  (d) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of the
Outstanding Debt Securities of any one or more or all series, as the case may
be, under any other provision of this Indenture or under applicable law.

SECTION 9.2   CALL OF MEETINGS BY TRUSTEE.

         The Trustee for any series may at any time call a meeting of holders of
such series to take any action specified in Section 9.1, to be held at such time
or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the holders of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given to holders of such series in the
manner and to the extent provided in Section 18.2. Such notice shall be given
not less than 10 days nor more than 90 days prior to the date fixed for the
meeting.

SECTION 9.3   CALL OF MEETINGS BY COMPANY OR HOLDERS.

         In case at any time the Company, pursuant to a Board Resolution, or the
holders of at least 10% in aggregate principal amount of the Outstanding Debt
Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 10 days after the receipt of such request, then
the Company or such holders may determine the time or times and the place or
places for such

                                      -47-



meetings and may call such meetings to take any action authorized in Section
9.1, by giving notice thereof as provided in Section 9.2.

SECTION 9.4   QUALIFICATIONS FOR VOTING.

       To be entitled to vote at any meeting of holders, a Person shall be (a) a
holder of a Debt Security of the series with respect to which such meeting is
being held or (b) a Person appointed by an instrument in writing as agent or
proxy by such holder. The only Persons who shall be entitled to be present or to
speak at any meeting of holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee for the series
with respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.

SECTION 9.5   REGULATIONS.

       Notwithstanding any other provisions of this Indenture, the Trustee for
any series may make such reasonable regulations as it may deem advisable for any
meeting of holders of such series, in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate.

       The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by holders of such series as provided in Section 9.3, in which case
the Company or the holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by at least a majority vote of the
meeting.

       Subject to the provisos in the definition of "Outstanding," at any
meeting each holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.1) of Debt Securities of such series held or
represented by such holder; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Debt Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Outstanding Debt Securities of such series held by him or her or instruments in
writing duly designating him or her as the person to vote on behalf of holders
of Debt Securities of such series. Any meeting of holders with respect to which
a meeting was duly called pursuant to the provisions of Section 9.2 or 9.3 may
be adjourned from time to time by at least a majority of such holders present
and the meeting may be held as so adjourned without further notice.

SECTION 9.6   VOTING.

       The vote upon any resolution submitted to any meeting of holders of a
series of Debt Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers of
the Debt Securities held or represented by them. The

                                      -48-



permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of holders shall be taken and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was transmitted as provided in Section 9.2. The record
shall show the serial numbers of the Debt Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

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

SECTION 9.7   NO DELAY OF RIGHTS BY MEETING.

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

                                   ARTICLE X

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 10.1  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

       The Company shall not consolidate with, merge with or into, or sell,
assign, convey, transfer or lease its properties and assets substantially in
their entirety (computed on a consolidated basis) to any Person, unless:

              (a)    either (A) the Company is the surviving entity or (B) the
successor or transferee (the "successor corporation") is a corporation organized
and existing under the laws of the United States, any state thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, all of the obligations of the
Company under the Debt Securities and this Indenture;

              (b)    immediately after giving effect to such transaction, no
Event of Default or Default shall exist; and

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

                                      -49-



SECTION 10.2  SUCCESSOR CORPORATION SUBSTITUTED.

       Upon any consolidation with or merger into any other corporation, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially in their entirety in accordance with Section 10.1, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

SECTION 11.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

       Without the consent of any holders, the relevant Obligors, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:

              (a)    to evidence the succession of another corporation to the
rights of any Obligor and the assumption by such successor of the covenants and
obligations of any Obligor contained herein and in the Debt Securities; or

              (b)    to add to the covenants, agreements or obligations of any
Obligor for the benefit of the holders of all or any series of Debt Securities
(and if such covenants are to be for the benefit of less than all series,
stating that such covenants are expressly being included solely for the benefit
of such series), or to surrender any right or power herein conferred upon the
Company; or

              (c)    to add any additional Events of Default (and if such Events
of Default are to be applicable to less than all series, stating that such
Events of Default are expressly being included solely to be applicable to such
series); or

              (d)    to add to, change or eliminate any of the provisions of
this Indenture, provided that any such addition, change or elimination shall
become effective only when there is no Outstanding Debt Security of any series
created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision and as to which such supplemental indenture
would apply; or

              (e)    to secure the Debt Securities of any series or to provide
that any of the Company's obligations under any series of the Debt Securities or
this Indenture shall be guaranteed and the terms and conditions for the release
or substitution of such security or guarantee; or

              (f)    to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Debt Securities pursuant to Article IV or XIV,
provided that any such action shall not adversely

                                      -50-



affect the interests of the holders of Debt Securities of such series or any
other series of Debt Securities in any material respect; or

              (g)    to establish the form or terms of Debt Securities, of any
series as permitted by Sections 2.1 and 3.1; or

              (h)    to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to one or more series of Debt
Securities, and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee; or

              (i)    to comply with the requirements of the Commission in
connection with the qualification of this Indenture under the Trust Indenture
Act; or

              (j)    to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein or to make any other provisions with respect to matters or questions
arising under this Indenture which shall not be inconsistent with any provision
of this Indenture; provided such other provisions shall not adversely affect the
interests of the holders of Outstanding Debt Securities of any series created
prior to the execution of such supplemental indenture in any material respect.

       The terms of any document entered into pursuant to this Section shall be
subject to prior approval, if required, of any applicable Gaming Authority.

SECTION 11.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

       With the written consent of the holders of at least a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture, by Act of said holders delivered to the Company and
the Trustee, the relevant Obligors when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the holders under this Indenture of such Debt Securities; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Outstanding Debt Security of each such series affected thereby,

              (a)    change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Debt Security, or reduce the
principal amount thereof or the rate (or extend the time for payment) of
interest thereon or any premium payable upon redemption thereof, or reduce the
amount of the principal of a Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.2, or impair the right to institute suit for the enforcement of any payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or alter any redemption provisions in a manner adverse to
the holders of such series of Debt Securities or adversely affect the right to
convert any Debt Security into shares of Common Stock or other securities or
property of the Company as may be provided pursuant to Section 3.1; or

                                      -51-



              (b)    reduce the percentage in principal amount of the
Outstanding Debt Securities of any series, the consent of whose holders is
required for any supplemental indenture, or the consent of whose holders is
required for any waiver of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences provided for in this
Indenture; or

              (c)    modify any of the provisions of this Section, Section 5.13,
or Section 12.6, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the holder of each Outstanding Debt Security of each series
affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any holder with respect to changes in the references to
"the Trustee" and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11 and 11.1(9).

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

       A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture with respect to one or more particular series
of Debt Securities, or which modifies the rights of the holders of Debt
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the holders of
Debt Securities of any other series.

       The terms of any document entered into pursuant to this Section shall be
subject to prior approval, if required, of any applicable Gaming Authority.

SECTION 11.3  EXECUTION OF SUPPLEMENTAL INDENTURES.

       In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely affects
the Trustee's own rights, duties or immunities under this Indenture or otherwise
in a material way.

SECTION 11.4  EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 11.5  CONFORMITY WITH TRUST INDENTURE ACT.

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

                                      -52-



SECTION 11.6  REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                  ARTICLE XII

                                    COVENANTS

SECTION 12.1  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

       The Company covenants and agrees for the benefit of each series of Debt
Securities, that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Debt Securities in accordance with the terms of the
Debt Securities and this Indenture. If so provided in the terms of any series of
Debt Securities established as provided in Section 3.1, the interest, if any,
due in respect of any temporary Global Note or permanent Global Note, together
with any additional amounts payable in respect thereof, as provided in the terms
and conditions of such Debt Security, shall be payable only upon presentation of
such Debt Security to the Trustee for notation thereon of the payment of such
interest.

SECTION 12.2  OFFICERS' CERTIFICATE AS TO COMPLIANCE.

       Unless otherwise specifically provided for with respect to any series of
Debt Securities under Section 3.1, the Company will deliver to the Trustee,
within 120 days after the end of each fiscal year, a certificate of the
principal executive officer, principal financial officer or principal accounting
officer of the Company stating whether or not, to the knowledge of the signer
thereof, the Obligors are in compliance with all covenants and conditions under
this Indenture, and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof of which such signer may have
knowledge. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

SECTION 12.3  MAINTENANCE OF OFFICE OR AGENCY.

       The Company will maintain in each Place of Payment for such series an
office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange, where Debt Securities of that series
that are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. If the Debt Securities of any
series are listed on any stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Debt Securities of that series in any required city located outside the
United States, as the case

                                      -53-



may be, so long as the Debt Securities of that series are listed on such
exchange, and subject to any laws or regulations applicable thereto, in a Place
of Payment for that series located outside the United States an office or agency
where any Debt Securities of that series may be surrendered for registration of
transfer, where Debt Securities of that series may be surrendered for exchange
or redemption and where notices and demands to or upon the Company in respect of
the Debt Securities of that series and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company hereby appoints the Trustee as its agent to receive all
presentations, surrenders, notices and demands.

     The Company may also from time to time designate different or additional
offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may from time to time rescind any such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the location of any
such different or additional office or agency.

SECTION 12.4   MONEY FOR DEBT SECURITIES; PAYMENTS TO BE HELD IN TRUST.

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

     Whenever the Company shall have one or more Paying Agents with respect to
any series of Debt Securities, it will, by or on each due date of the principal
(and premium, if any) or interest on any Debt Securities of such series, deposit
with any such Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto, and (unless any such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

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

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

                                      -54-



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

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Debt Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company upon Company Request, or (if then held by
the Company) shall be discharged from such trust; and the holder of such Debt
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be transmitted in the manner and to the extent
provided by Section 18.2, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 12.5   CORPORATE EXISTENCE.

     Subject to Article X, 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 existence of each of its Subsidiaries; provided, however, that
the Company shall not be required to preserve the corporate existence of any
Subsidiary if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

SECTION 12.6   WAIVER OF CERTAIN COVENANTS.

     Any Obligor may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 12.1 and 12.3 through 12.5 (and, if
so specified pursuant to Section 3.1, any other covenant not set forth herein
and specified pursuant to Section 3.1 to be applicable to the Debt Securities of
any series, except as otherwise provided pursuant to Section 3.1) with respect
to the Debt Securities of any series if before the time for such compliance the
holders of at least at least a majority in principal amount of the Outstanding
Debt Securities of such series shall, by Act of such holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent

                                      -55-



expressly so waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                  ARTICLE XIII

                          REDEMPTION OF DEBT SECURITIES

SECTION 13.1   APPLICABILITY OF ARTICLE.

     Debt Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.1 for Debt Securities of any series)
in accordance with this Article.

SECTION 13.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series pursuant to
Section 13.3, the Company shall, at least 30 days before the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Debt Securities of such series to be redeemed. In the case of any redemption
of Debt Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Debt Securities or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restrictions.

SECTION 13.3   SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.

     If less than all the Debt Securities of any series are to be redeemed at
the election of the Company, the particular Debt Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Debt Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to $1,000
denominations for Debt Securities of such series or any integral multiple
thereof) of the principal amount of Debt Securities of such series in a
denomination larger than $1,000 denominations. The portions of the principal
amount of Debt Securities so selected for partial redemption shall be in
denominations of $1,000 or any integral multiple thereof, except as otherwise
set forth in the applicable form of Debt Securities. In any case when more than
one Debt Security of such series is registered in the same name, the Trustee, in
its discretion, may treat the aggregate principal amount so registered as if it
were represented by one Debt Security of such series.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Debt Securities selected for redemption
and, in the case of any Debt Securities selected for partial redemption, the
principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Debt Securities shall relate, in
the case of any Debt

                                      -56-



Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Debt security which has been or is to be redeemed.

SECTION 13.4   NOTICE OF REDEMPTION.

     Notice of redemption shall be given by the Company, or at the Company's
request, by the Trustee in the name and at the expense of the Company, not less
than 30 days and not more than 60 days prior to the Redemption Date to the
holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article XIII, in the manner provided in Section 18.2. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. Failure to give such notice, or any
defect in such notice to the holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the holder of any other Debt Security of
such series.

     All notices of redemption shall state:

          (a)  the Redemption Date,

          (b)  the Redemption Price,

          (c)  that Debt Securities of such series are being redeemed by the
Company pursuant to provisions contained in this Indenture or the terms of the
Debt Securities of such series or a supplemental indenture establishing such
series, if such be the case, together with a brief statement of the facts
permitting such redemption,

          (d)  if less than all Outstanding Debt Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Debt Securities to be redeemed,

          (e)  that on the Redemption Date the Redemption Price will become due
and payable upon each such Debt Security to be redeemed, and that interest
thereon, if any, shall cease to accrue on and after said date,

          (f)  the Place or Places of Payment where such Debt Securities are to
be surrendered for payment of the Redemption Price, and

          (g)  that the redemption is for a sinking fund, if such is the case.

SECTION 13.5   DEPOSIT OF REDEMPTION PRICE.

     On or prior to the Redemption Date for any Debt Securities, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 12.4) an amount of money in the Currency or Currencies in which such
Debt Securities are denominated (except as provided pursuant to Section 3.1)
sufficient to pay the Redemption Price of such Debt Securities or any portions
thereof which are to be redeemed on that date.

                                      -57-



SECTION 13.6   DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, any Debt Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price (except as otherwise specified pursuant to Section 3.1 or 3.4),
and from and after such date (unless the Company shall default in the payment of
the Redemption Price) such Debt Securities shall cease to bear interest. Upon
surrender of any such Debt Security for redemption in accordance with said
notice, such Debt Security shall be paid by the Company at the Redemption Price;
provided, however, that, unless otherwise specified as contemplated by Section
3.1, installments of interest on Debt Securities which have a Stated Maturity on
or prior to the Redemption Date for such Debt Securities shall be payable
according to the terms of such Debt Securities and the provisions of Section
3.7.

     If any Debt Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Debt Security.

SECTION 13.7   DEBT SECURITIES REDEEMED IN PART.

     Any Debt Security which is to be redeemed only in part shall be surrendered
at the Corporate Trust Office or such other office or agency of the Company as
is specified pursuant to Section 3.1 with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the holder thereof or such holder's
attorney duly authorized in writing, and the Company shall execute, and the
Trustee shall authenticate and deliver to the holder of such Debt Security
without service charge, a new Debt Security or Debt Securities of the same
series, of like tenor and form, of any authorized denomination as requested by
such holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered. In the
case of a Debt Security providing appropriate space for such notation, at the
option of the holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

                                  ARTICLE XIV

                                  SINKING FUNDS

SECTION 14.1   APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debt Securities of a series except as otherwise specified
pursuant to Section 3.1 for Debt Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Debt Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Debt Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Debt Securities of any
series, the amount of any cash sinking fund payment may be subject to reduction
as provided in Section 14.2. Each sinking fund

                                      -58-



payment shall be applied to the redemption of Debt Securities of any series as
provided for by the terms of Debt Securities of such series.

SECTION 14.2   SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH DEBT
               SECURITIES.

     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Debt Securities of a series in cash, the Company may at its
option, at any time no more than sixteen months and no less than 45 days prior
to the date on which such sinking fund payment is due, deliver to the Trustee
Debt Securities of such series theretofore purchased or otherwise acquired by
the Company, except Debt Securities of such series which have been redeemed
through the application of mandatory sinking fund payments pursuant to the terms
of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Debt
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value, provided that such Debt Securities
shall not have been previously so credited. Such Debt Securities shall be
received and credited for such by the Trustee at the Redemption Price specified
in such Debt Securities for redemption through operation of the sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 14.3   REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash (except as provided pursuant to Section 3.1) and
the portion thereof, if any, which is to be satisfied by delivering and
crediting Debt Securities of such series pursuant to Section 14.2 and whether
the Company intends to exercise its rights to make a permitted optional sinking
fund payment with respect to such series. Such certificate shall be irrevocable
and, upon its delivery, the Company shall be obligated to make the cash payment
or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. In the case of the failure of the Company to deliver
such certificate, the sinking fund payment due on the next succeeding sinking
fund payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Debt Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Debt Securities as provided in Section 14.2 and without the right to make
any optional sinking fund payment with respect to such series at such time.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Debt Securities of any particular series shall be applied by the Trustee
(or by the Company if the Company is acting as its own Paying Agent) on the
sinking fund payment date on which such payment is made (or, if such payment is
made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment

                                      -59-



received by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 12.4) for such series and,
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section. Any and all sinking fund moneys
with respect to the Debt Securities of any particular series held by the Trustee
(or if the Company is acting as its own Paying Agent, segregated and held in
trust as provided in Section 12.4) on the last sinking fund payment date with
respect to Debt Securities of such series and not held for the payment or
redemption of particular Debt Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Debt
Securities of such series at Maturity.

     The Trustee shall select or cause to be selected the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
13.3 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 13.4. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 13.6.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 12.4) in cash a sum equal to
the principal and any interest accrued to the Redemption Date for Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section.

                                   ARTICLE XV

                                   DEFEASANCE

SECTION 15.1   APPLICABILITY OF ARTICLE.

     Except as otherwise provided in Section 15.2 or as provided pursuant to
Section 3.1 with respect to a particular series of Debt Securities, the Company
may terminate its obligations under the Debt Securities of any series and this
Indenture with respect to Debt Securities of such series as set forth in Section
15.2.

SECTION 15.2   DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS.

     At the Company's option, either (a) the Company shall be deemed to have
been Discharged (as defined below) from its obligations with respect to Debt
Securities of any series ("legal defeasance option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 10.1, 12.2 and 12.4 with respect to Debt Securities of any
series (and, to the extent so specified pursuant to Section 3.1, any other
obligation of the Company or restrictive covenant added for the benefit of such
series pursuant to Section 3.1) ("covenant defeasance option") at any time after
the applicable conditions set forth below have been satisfied:

          (a)  The Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the holders of the Debt
Securities of such series (i) money

                                      -60-



in an amount, or (ii) U.S. Government Obligations (as defined below) which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient,
in the opinion (with respect to (i) and (ii)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including any mandatory sinking fund payments) of and premium, if any, and
interest on, the Outstanding Debt Securities of such series on the dates such
installments of interest or principal and premium are due;

          (b)  Such deposit shall not cause the Trustee with respect to the Debt
Securities of that series to have a conflicting interest as defined in Section
6.8 and for purposes of the Trust Indenture Act with respect to the Debt
Securities of any series;

          (c)  Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

          (d)  If the Debt Securities of such series are then listed on any
national securities exchange or the NASD automated quotation system, or the
Company shall have delivered to the Trustee an Opinion of Counsel or a letter or
other document from such exchange or the NASD automated quotation system to the
effect that the Company's exercise of its option under this Section would not
cause such Debt Securities to be delisted;

          (e)  No Event of Default or Default with respect to the Debt
Securities of such series shall have occurred and be continuing on the date of
such deposit and, with respect to the legal defeasance option only, no Event of
Default under Section 5.1(f) or Section 5.1(g) or event which with the giving of
notice or lapse of time, or both, would become an Event of Default under Section
5.1(f) or Section 5.1(g) shall have occurred and be continuing on the 91/st/ day
after such date (and such defeasance shall not become effective until such
91/st/ day); and

          (f)  The Company shall have delivered to the Trustee an Opinion of
Counsel or a ruling from the Internal Revenue Service to the effect that the
holders of the Debt Securities of such series will not recognize income, gain or
loss for United States Federal income tax purposes as a result of such deposit,
defeasance or Discharge. Notwithstanding the foregoing, if the Company exercises
its covenant defeasance option and an Event of Default under Section 5.1(f) or
Section 5.1(g) or event which, with the giving of notice or lapse of time, or
both, would become an Event of Default under Section 5.1(f) or Section 5.1(g)
shall have occurred and be continuing on the 91/st/ day after the date of such
deposit, the obligations of the Company referred to under the definition of
covenant defeasance option with respect to such Debt Securities shall be
reinstated.

     "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and interest on such Debt Securities when

                                      -61-



such payments are due, (B) the Company's obligations with respect to the Debt
Securities of such series under Sections 3.4(a), 3.5, 3.6, 12.3 and 15.3 and (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder.

     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

SECTION 15.3   DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST.

     All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 15.2 in respect of Debt Securities of a series shall be held
in trust and applied by it, in accordance with the provisions of such Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the holders of such Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

SECTION 15.4   REPAYMENT TO COMPANY.

     The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
15.2.

     The provisions of the last paragraph of Section 12.4 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains
unclaimed for two years after the Maturity of any series of Debt Securities for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.2.

                                      -62-



                                  ARTICLE XVI

                                   CONVERSION

SECTION 16.1   APPLICABILITY; CONVERSION PRIVILEGE.

     Except as otherwise specified pursuant to Section 3.1 for Debt Securities
of any series, the provisions of this Article XVI shall be applicable to any
Debt Securities that are convertible into Common Stock. If so provided pursuant
to Section 3.1 with respect to the Debt Securities of any series, the holder of
a Debt Security of such series shall have the right, at such holder's option, to
convert, in accordance with the terms of such series of Debt Securities and this
Article XVI, all or any part (in a denomination of, unless otherwise specified
pursuant to Section 3.1 with respect to Debt Securities of such series, $1,000
in principal amount or any integral multiple thereof) of such Debt Security into
shares of Common Stock or, as to any Debt Securities called for redemption, at
any time prior to the time and date fixed for such redemption (unless the
Company shall default in the payment of the Redemption Price, in which case such
right shall not terminate at such time and date).

SECTION 16.2   CONVERSION PROCEDURE; CONVERSION PRICE; FRACTIONAL SHARES.

          (a)  Each Debt Security to which this Article is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified pursuant to Section 3.1 with respect to the Debt
Securities of such series, into fully paid and nonassessable shares (calculated
to the nearest 1/100th of a share) of Common Stock. The Debt Securities will be
converted into shares of Common Stock at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the Common Stock
or accrued interest on a converted Debt Security except as described in Section
16.9. The Company may, but shall not be required, in connection with any
conversion of Debt Securities, to issue a fraction of a share of Common Stock
and, if the Company shall determine not to issue any such fraction, the Company
shall, subject to Section 16.3(d), make a cash payment (calculated to the
nearest cent) equal to such fraction multiplied by the Closing Price of the
Common Stock on the last Trading Day prior to the date of conversion.

          (b)  Before any holder of a Debt Security shall be entitled to convert
the same into Common Stock, such holder shall surrender such Debt Security duly
endorsed to the Company or in blank at the office of the Conversion Agent or at
such other place or places, if any, specified pursuant to Section 3.1, and shall
give written notice to the Company at said office or place that such holder
elects to convert the same and shall state in writing therein the principal
amount of Debt Securities to be converted and the name or names (with addresses)
in which such holder wishes the certificate or certificates for Common Stock to
be issued; provided, however, that no Debt Security or portion thereof shall be
accepted for conversion unless the principal amount of such Debt Security or
such portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the holder thereof for conversion,
exceeds the then-effective Conversion Price with respect thereto. If more than
one Debt Security shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Debt Securities (or specified portions thereof to the extent permitted

                                      -63-



thereby) so surrendered. Subject to the next succeeding sentence, the Company
will, as soon as practicable thereafter, issue and deliver at said office or
place to such holder of a Debt Security, or to such holder's nominee or
nominees, certificates for the number of full shares of Common Stock to which
such holder shall be entitled as aforesaid, together, subject to the last
sentence of paragraph (a) above, with cash in lieu of any fraction of a share to
which such holder would otherwise be entitled. The Company shall not be required
to deliver certificates for shares of Common Stock while the stock transfer
books for such stock or the Security Register are duly closed for any purpose,
but certificates for shares of Common Stock shall be issued and delivered as
soon as practicable after the opening of such books or Security Register. A Debt
Security shall be deemed to have been converted as of the close of business on
the date of the surrender of such Debt Security for conversion as provided
above, and the Person or Persons entitled to receive the Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such Common Stock as of the close of business on such date. In case
any Debt Security shall be surrendered for partial conversion, the Company shall
execute and the Trustee shall authenticate and deliver to or upon the written
order of the holder of the Debt Securities so surrendered, without charge to
such holder (subject to the provisions of Section 16.8), a new Debt Security or
Securities in authorized denominations in an aggregate principal amount equal to
the unconverted portion of the surrendered Debt Security.

SECTION 16.3   ADJUSTMENT OF CONVERSION PRICE FOR COMMON STOCK.

     The Conversion Price with respect to any Debt Security which is convertible
into Common Stock shall be adjusted from time to time as follows:

          (a)  In case the Company shall, at any time or from time to time while
any of such Debt Securities are outstanding, (i) pay a dividend in shares of its
Common Stock to holders of Common Stock, (ii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, (iii) subdivide
its outstanding shares of Common Stock into a greater number of shares of Common
Stock or (iv) make a distribution in shares of Common Stock to holders of Common
Stock, then the Conversion Price in effect immediately before such action shall
be adjusted so that the holders of such Debt Securities, upon conversion thereof
into Common Stock immediately following such event, shall be entitled to receive
the kind and amount of shares of Common Stock of the Company which they would
have owned or been entitled to receive upon or by reason of such event if such
Debt Securities had been converted immediately before the record dated (or, if
no record date, the effective date) for such event. An adjustment made pursuant
to this Section 16.3(a) shall become effective retroactively immediately after
the record date in the case of a dividend or distribution and shall become
effective retroactively immediately after the effective date in the case of a
subdivision or combination. For the purposes of this Section 16.3(a), each
holder of Debt Securities shall be deemed to have failed to exercise any right
to elect the kind or amount of securities receivable upon the payment of any
such dividend, subdivision, combination or distribution (provided, that if the
kind or amount of securities receivable upon such dividend, subdivision,
combination or distribution is not the same for each nonelecting share, then the
kind and amount of securities or other property receivable upon such dividend,
subdivision, combination or distribution for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares).

                                      -64-



          (b)  In case the Company shall, at any time or from time to time while
any of such Debt Securities are outstanding, issue rights or warrants to all
holders of shares of its Common Stock entitling them (for a period expiring
within 45 days after the record date for such issuance) to subscribe for or
purchase shares of Common Stock (or securities convertible into shares of Common
Stock) at a price per share less than the Current Market Price of the Common
Stock at such record date (treating the price per share of the securities
convertible into Common Stock as equal to (x) the sum of (i) the price for a
unit of the security convertible into Common Stock and (ii) any additional
consideration initially payable upon the conversion of such security into Common
Stock divided by (y) the number of shares of Common Stock initially underlying
such convertible security), the Conversion Price with respect to such Debt
Securities shall be adjusted so that it shall equal the price determined by
dividing the Conversion Price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible securities
so offered are initially convertible), and the denominator of which shall be the
number of shares of Common Stock outstanding on the date of issuance of
securities which the aggregate offering price of the total number of shares of
securities so offered for subscription or purchase (or the aggregate purchase
price of the convertible securities so offered plus the aggregate amount of any
additional consideration initially payable upon conversion of such securities
into Common Stock) would purchase at such Current Market Price of the Common
Stock. Such adjustment shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
rights or warrants.

          (c)  In the case the Company shall, at any time or from time to time
while any of such Debt Securities are outstanding, distribute to all holders of
shares of its Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation and the Common Stock is not changed or exchanged) cash, evidences of
its indebtedness, securities or assets (excluding (i) regular periodic cash
dividends in amounts, if any, determined from time to time by the Board of
Directors, (ii) dividends payable in shares of Common Stock for which adjustment
is made under Section 16.3(a) or (iii) rights or warrants to subscribe for or
purchase securities of the Company (excluding those referred to in Section
16.3(b)), then in each such case the Conversion Price with respect to such Debt
Securities shall be adjusted so that it shall equal the price determined by
dividing the Conversion Price in effect immediately prior to the date of such
distribution by a fraction, the numerator of which shall be the Current Market
Price of the Common Stock on the record date referred to below, and the
denominator of which shall be such Current Market Price of the Common Stock less
the then fair market value (as determined by the Board of Directors of the
Company, whose determination shall be conclusive) of the portion of the cash or
assets or evidences of indebtedness or securities so distributed or of such
subscription rights or warrants applicable to one share of Common Stock
(provided that such denominator shall never be less than 1.0); provided,
however, that no adjustment shall be made with respect to any distribution of
rights to purchase securities of the Company if a holder of Debt Securities
would otherwise be entitled to receive such rights upon conversion at any time
of such Debt Securities into Common Stock unless such rights are subsequently
redeemed by the Company, in which case such redemption shall be treated for
purposes of this Section as a dividend on the Common Stock. Such adjustment
shall become effective retroactively immediately after the

                                      -65-



record date for the determination of stockholders entitled to receive such
distribution; and in the event that such distribution is not so made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such record date had not been fixed.

          (d)  The Company shall be entitled to make such additional adjustments
in the Conversion Price, in addition to those required by subsections 16.3(a),
16.3(b), and 16.3(c), as shall be necessary in order that any dividend or
distribution of Common Stock, any subdivision, reclassification or combination
of shares of Common Stock or any issuance of rights or warrants referred to
above shall not be taxable to the holders of Common Stock for United States
federal income tax purposes.

          (e)  In any case in which this Section 16.3 shall require that any
adjustment be made effective as of or retroactively immediately following a
record date, the Company may elect to defer (but only for five (5) Trading Days
following the filing of the statement referred to in Section 16.5) issuing to
the holder of any Debt Securities converted after such record date the shares of
Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Common Stock and other capital stock of
the Company issuable upon such conversion on the basis of the Conversion Price
prior to adjustment; provided, however, that the Company shall deliver to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such additional shares upon the occurrence of the event requiring
such adjustment.

          (f)  All calculations under this Section 16.3 shall be made to the
nearest cent or one-hundredth of a share of security, with one-half cent and
0.005 of a share, respectively, being rounded upward. Notwithstanding any other
provision of this Section 16.3, the Company shall not be required to make any
adjustment of the Conversion Price unless such adjustment would require an
increase or decrease of at least 1% of such price. Any lesser adjustment shall
be carried forward and shall be made at the time of, and together with, the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% in such
price. Any adjustments under this Section 16.3 shall be made successively
whenever an event requiring such an adjustment occurs.

          (g)  In the event that at any time, as a result of an adjustment made
pursuant to this Section 16.3, the holder of any Debt Security thereafter
surrendered for conversion shall become entitled to receive any shares of stock
of the Company other than shares of Common Stock into which the Debt Securities
originally were convertible, the Conversion Price of such other shares so
receivable upon conversion of any such Debt Security shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Common Stock contained in
subparagraphs (a) through (f) of this Section 16.3, and the provisions of
Sections 16.1, 16.2 and 16.4 through 16.9 with respect to the Common Stock shall
apply on like or similar terms to any such other shares and the determination of
the Board of Directors as to any such adjustment shall be conclusive.

          (h)  No adjustment shall be made pursuant to this Section: (i) if the
effect thereof would be to reduce the Conversion Price below the par value (if
any) of the Common Stock or (ii) subject to 16.3(e) hereof, with respect to any
Debt Security that is converted prior to the time such adjustment otherwise
would be made.

                                      -66-



SECTION 16.4   CONSOLIDATION OR MERGER OF THE COMPANY.

     In case of either (a) any consolidation or merger to which the Company is a
party, other than a merger or consolidation in which the company is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, each Debt Security then outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such Debt Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article XVI (and assuming such holder of Common Stock failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash or other property (including cash) receivable upon such consolidation,
merger, sale or conveyance (provided that, if the kind or amount of securities,
cash or other property (including cash) receivable upon such consolidation,
merger, sale or conveyance is not the same for each nonelecting share, then the
kind and amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance for each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares or securities)). The Company
shall not enter into any of the transactions referred to in clause (a) or (b) of
the preceding sentence unless effective provision shall be made so as to give
effect to the provisions set forth in this Section 16.4. The provisions of this
Section 16.4 shall apply similarly to successive consolidations, mergers, sales
or conveyances.

SECTION 16.5   NOTICE OF ADJUSTMENT.

     Whenever an adjustment in the Conversion Price with respect to a series of
Debt Securities is required:

          (a)  the Company shall forthwith place on file with the Trustee and
any Conversion Agent for such Securities a certificate of the Treasurer of the
Company, stating the adjusted Conversion Price determined as provided herein and
setting forth in reasonable detail such facts as shall be necessary to show the
reason for and the manner of computing such adjustment, such certificate to be
conclusive evidence that the adjustment is correct; and

          (b)  a notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price shall forthwith be given by the
Company, or at the Company's request, by the Trustee in the name and at the
expense of the Company, in the manner provided in Section 18.2. Any notice so
given shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice.

                                      -67-



SECTION 16.6  NOTICE IN CERTAIN EVENTS.

     In case:

          (a)  of a consolidation or merger to which the Company is a party and
for which approval of any shareholders of the Company is required, or of the
sale or conveyance to another Person or entity or group of Persons or entities
acting in concert as a partnership, limited partnership, syndicate or other
group (within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended) of all or substantially all of the property and assets of the
Company; or

          (b)  of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

          (c)  of any action triggering an adjustment of the Conversion Price
pursuant to this Article XVI;

     Then, in each case, the Company shall cause to be filed with the Trustee
and the Conversion Agent for the applicable Debt Securities, and shall cause to
be given, to the holders of record of applicable Debt Securities in the manner
provided in Section 18.2, at least fifteen (15) days prior to the applicable
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article XVI,
or, if a record is not to be taken, the date as of which the holders of record
or Common Stock entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article XVI is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation, merger,
sale, conveyance, dissolution, liquidation or winding up.

     Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (a), (b), or (c) of
this Section.

SECTION 16.7  COMPANY TO RESERVE STOCK; REGISTRATION; LISTING.

          (a)  The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Debt Securities, such
number of its duly authorized shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all applicable outstanding Debt
Securities into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Debt Securities
would be held by a single holder); provided, however, that nothing contained
herein shall preclude the Company from satisfying its obligations in respect of
the conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company. The Company shall from time
to time, in accordance with the laws of the State of Delaware, use its best
efforts to cause the authorized amount of the Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such

                                      -68-



Common Stock in its treasury (other than any such shares reserved for issuance
in any other connection) shall not be sufficient to permit the conversion of all
Debt Securities.

          (b)  If any shares of Common Stock which would be issuable upon
conversion of Debt Securities hereunder require registration with or approval of
any governmental authority before such shares or securities may be issued upon
such conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Debt Securities prior to such
delivery upon the principal national securities exchange upon, or the NASD
automated quotation system through, which the outstanding Common Stock is listed
at the time of such delivery.

SECTION 16.8   TAXES ON CONVERSION.

     The Company shall pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Debt Securities pursuant hereto. The Company
shall not, however, be required to pay any such tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Debt Securities which are not so converted
in a name other than that in which the Debt Securities so converted were
registered, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

SECTION 16.9   CONVERSION AFTER RECORD DATE.

     If any Debt Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Debt Securities called for redemption on a Redemption Date
between such record date and Interest Payment Date), the holder of such Debt
Securities at the close of business on such record date shall be entitled to
receive the interest payable on such Debt Securities on such Interest Payment
Date notwithstanding the conversion thereof. Debt Securities surrendered for
conversion during the period from the close of business on any record date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of Debt Securities which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds of an amount equal to
the interest payable on such Interest Payment Date on the Debt Securities being
surrendered for conversion. Except as provided in this Section 16.9, no
adjustments in respect of payments of interest on Debt Securities surrendered
for conversion or any dividends or distributions of interest on the Common Stock
issued upon conversion shall be made upon the conversion of any Debt Securities.

SECTION 16.10  COMPANY DETERMINATION FINAL.

     Any determination that the Company or the Board of Directors must make
pursuant to this Article is conclusive.

                                      -69-



SECTION 16.11 TRUSTEE'S DISCLAIMER.

     The Trustee has no duty to determine when an adjustment under this Article
should be made, how it should be made or what it should be. The Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Debt Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article. Each Conversion Agent other than
the Company shall have the same protection under this Section as the Trustee.

                                  ARTICLE XVII

                                   GUARANTEES

SECTION 17.1  APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any series of Debt
Securities which is to be guaranteed by one or more Guarantors.

SECTION 17.2  OBLIGOR GUARANTEE.

     The Guarantors unconditionally and jointly and severally guarantee and
promise to pay to the holders and the Trustee (each a "Beneficiary"), on demand
made at any time while an Event of Default exists, in lawful money of the United
States of America, any and all Obligations of the Company from time to time owed
to the Beneficiaries (the "Obligor Guarantee"). The term "Obligations" means any
and all present and future obligations and liabilities of the Company of every
type and description to the Beneficiaries under this Indenture and the Debt
Securities of the series such Guarantors have guaranteed (the "Guaranteed
Securities"), whether for principal, premium (if any), interest, expenses,
indemnities or other amounts, in each case whether due or not due, absolute or
contingent, voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, now or hereafter existing, renewed or restructured, whether or not
from time to time decreased or extinguished and later increased, created or
incurred, whether or not arising after the commencement of a proceeding under
the Bankruptcy Code (including post-petition interest) and whether or not
allowed or allowable as a claim in any such proceeding, and whether or not
recovery of any such obligation or liability may be barred by a statute of
limitations or such obligation or liability may otherwise be unenforceable. All
Obligations shall be conclusively presumed to have been created in reliance on
the Obligor Guarantee. The Obligor Guarantee is a continuing Guarantee of the
Obligations and, except as otherwise provided in this Indenture, may not be
revoked and shall not otherwise terminate unless and until any and all
Obligations have been indefeasibly paid and performed in full.

SECTION 17.3  NATURE OF OBLIGOR GUARANTEE.

     The liability of each Guarantor under the Obligor Guarantee is independent
of and not in consideration of or contingent upon the liability of the Company
or any other Obligor, and a separate action or actions may be brought and
prosecuted against any Guarantor, whether or not any action is brought or
prosecuted against the Company or any other Obligor or whether the Company or
any other Obligor is joined in any such action or actions. The Obligor Guarantee
given by each Guarantor shall be construed as a continuing,

                                      -70-



absolute and unconditional Guarantee of payment (and not merely of collection)
without regard to:

          (a)  the legality, validity or enforceability of the Debt Securities
or this Indenture, any of the Obligations, any security or Obligor Guarantee
given by any other Guarantor;

          (b)  any defense (other than payment), set-off or counterclaim that
may at any time be available to the Company or any other Obligor against, and
any right of setoff at any time held by, any Beneficiary; or

          (c)  any other circumstance whatsoever (with or without notice to or
knowledge of any Guarantor or any other Obligor), whether or not similar to any
of the foregoing, that constitutes, or might be construed to constitute, an
equitable or legal discharge of the Company or any other Obligor, in bankruptcy
or in any other instance.

     Any payment by any Obligor or other circumstance that operates to toll any
statute of limitations applicable to such Obligor shall also operate to toll the
statute of limitations applicable to each Guarantor.

SECTION 17.4  AUTHORIZATION.

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

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

          (b)  take and hold any collateral from the Company or any other
Person, perfect or refrain from perfecting a lien on any collateral, and
exchange, enforce, subordinate, release (whether intentionally or
unintentionally), or take or fail to take any other action in respect of, any
collateral or lien or any part thereof;

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

          (d)  release, add or settle with any Obligor in respect of the Obligor
Guarantee or the Obligations;

                                      -71-



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

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

          (g)  otherwise deal with the Company or any other Obligor as such
Beneficiary may elect in its sole discretion.

SECTION 17.5  CERTAIN WAIVERS.

         Each Guarantor waives:

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

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

          (c)  the benefits of any statute of limitations affecting the
Obligations or any Guarantor's liability hereunder;

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

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

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

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

SECTION 17.6  NO SUBROGATION; CERTAIN AGREEMENTS.

          (a)  Each Guarantor waives any and all rights of subrogation,
indemnity or reimbursement, and any and all benefits of and rights to enforce
any power, right or remedy

                                      -72-



that any beneficiary may now or hereafter have in respect of the obligations
against the Company or any other obligor (other than rights of contribution from
other guarantors), and any and all other rights and claims (as defined in the
bankruptcy code) any guarantor may have against the Company, under applicable
law or otherwise, at law or in equity, by reason of any payment under the
obligor guarantee, unless and until the obligations shall have been paid in
full.

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

SECTION 17.7  BANKRUPTCY NO DISCHARGE.

          (a)  Without limiting Section 17.3, the Obligor Guarantee shall not be
discharged or otherwise affected by any bankruptcy, reorganization or similar
proceeding commenced by or against the Company or any other Obligor, including
(i) any discharge of, or bar or stay against collecting, all or any part of the
Obligations in or as a result of any such proceeding, whether or not assented to
by any Beneficiary, (ii) any disallowance of all or any portion of any
Beneficiary's claim for repayment of the Obligations, (iii) any use of cash or
other collateral in any such proceeding, (iv) any agreement or stipulation as to
adequate protection in any such proceeding, (v) any failure by any Beneficiary
to file or enforce a claim against the Company or any other Obligor or its
estate in any bankruptcy or reorganization case, (vi) any amendment,
modification, stay or cure of any Beneficiary's rights that may occur in any
such proceeding, (vii) any election by any Beneficiary under Section 1112(b)(2)
of the Bankruptcy Code, or (viii) any borrowing or grant of a lien under Section
364 of the Bankruptcy Code. Each Guarantor understands and acknowledges that by
virtue of the Obligor Guarantee, it has specifically assumed any and all risks
of any such proceeding with respect to the Company and each other Obligor.

          (b)  Notwithstanding anything in this Article XVII to the contrary,
any Event of Default under the Guaranteed Securities or Section 5.1 of this
Indenture shall render all Obligations automatically due and payable for
purposes of the Obligor Guarantee, without demand on the part of the Trustee or
any Holder.

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

SECTION 17.8  RIGHTS OF CONTRIBUTION.

          (a)  In order to provide for just and equitable contribution among the
Guarantors in connection with the respective Obligor Guarantees, the Guarantors
have

                                      -73-



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

          (b)  For purposes of this Section 17.8, the following terms are
defined as set forth below:

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

     "Maximum Net Worth" means, with respect to any Guarantor, the greatest of
the Net Worths calculated as of the following dates: (A) the date of which the
Guarantor becomes a Guarantor hereunder, (B) the date on which such Guarantor
expressly reaffirms its Subsidiary Guarantee, (C) the date on which demand for
payment is made on such Guarantor hereunder, (D) the date on which payment is
made by such Guarantor hereunder or (E) the date on which any judgment, order or
decree is entered requiring such Guarantor to make payment hereunder or in
respect hereof.

     The meaning of the terms "fair valuation" and "fair salable value" and the
calculation of assets and liabilities shall be determined and made in accordance
with the relevant provisions of any Bankruptcy Code and applicable state
fraudulent conveyance or transfer laws.

SECTION 17.9  LIMITATION ON LIABILITY.

     If the obligations of any Guarantor hereunder otherwise would be subject to
avoidance under Section 548 of the Bankruptcy Code or any applicable state law
relating to fraudulent conveyances or fraudulent transfers, taking into
consideration such Guarantor's (i) rights of reimbursement and indemnity from
the Company with respect to amounts paid by such Guarantor and (ii) rights of
contribution from other Guarantors pursuant to Section 17.8, then such
obligations hereby are reduced to the largest amount that would make them not
subject to such avoidance. Any Person asserting that such Guarantor's
obligations are so avoidable shall have the burden (including the burden of
production and

                                      -74-



persuasion) of proving (a) that, without giving effect to this paragraph, such
Guarantor's obligations hereunder would be avoidable and (b) the extent to which
such obligations are reduced by operation of this paragraph.

SECTION 17.10  APPLICATION OF CERTAIN TERMS AND PROVISIONS TO THE GUARANTORS.

          (a) For purposes of any provision of this Indenture which provides for
the delivery by any Guarantor of an Officer's Certificate and/or an Opinion of
Counsel, the definitions of such terms in Section 1.01 shall apply to such
Subsidiary Guarantor as if references therein to the Company were references to
such Guarantor.

          (b) Any request, direction, order or demand which by any provision of
this Indenture is to be made by any Guarantor, shall be sufficient if evidenced
as described in Section 18.2 as if references therein to the Company were
references to such Guarantor.

          (c) Upon any demand, request or application by any Guarantor to the
Trustee to take any action under this Indenture, such Guarantor shall furnish to
the Trustee such certificates and opinions as are required in Section 1.02
hereof as if all references therein to the Company were references to such
Guarantor.

SECTION 17.11  EXECUTION AND DELIVERY OF GUARANTEE.

     Each Guarantor shall be deemed to have signed on each Debt Security issued
hereunder any required notation of guarantee to the same extent as if the
signature of such Guarantor appeared on such Debt Security. The delivery of any
Debt Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Obligor Guarantee set forth in Section 17.2 on
behalf of each Guarantor. The notation of a guarantee set forth on any Debt
Security shall be null and void and of no further effect with respect to the
Obligor Guarantee of any Guarantor which, pursuant to Section 17.12 or Section
17.13, is released from such Guarantee.

SECTION 17.12  GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

          (a) Nothing contained in this Indenture or in any of the Debt
Securities shall prevent any consolidation or merger of a Guarantor with or into
the Company or any other Guarantor. Upon any such consolidation or merger, the
Obligor Guarantee (as set forth in Section 17.2) of the Guarantor which is not
the survivor of the merger or consolidation, shall be released and shall no
longer have any force or effect.

          (b) Nothing contained in this Indenture shall prevent any sale or
conveyance of assets of any Guarantor (whether or not constituting all or
substantially all of the assets of such Guarantor) to any Person, provided that
the Company shall comply with any applicable terms of this Indenture, and
provided further that, subject to Section 17.13, in the event that all of the
assets of a Guarantor are sold or conveyed, the Obligor Guarantee of such
Guarantor (as set forth in Section 17.2) shall be released and shall no longer
have any force or effect.

                                      -75-



          (c) Except as provided in Section 17.12(a) or Section 17.13, each
Guarantor shall not, directly or indirectly, consolidate with or merge with or
into another Person, unless (i) either (a) the Guarantor is the continuing
entity or (b) the resulting or surviving entity is a corporation organized under
the laws of the United States, any state thereof or the District of Columbia and
expressly assumes by supplemental indenture all of the obligations of the
Guarantor in connection with the Debt Securities and this Indenture; (ii) no
Default or Event of Default would occur as a consequence of (after giving
effect, on a pro forma basis, to) such transaction; and (iii) the Guarantor has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation or merger and if a supplemental indenture
is required, such supplemental indenture comply with this Indenture and that all
conditions precedent herein relating to such transaction have been satisfied.

          (d) Upon any consolidation or merger of a Guarantor in accordance with
Section 17.12, the successor corporation formed by such consolidation or into
which the Guarantor is merger shall succeed to, and be substituted for, and may
exercise every right and power of, the Guarantor under this Indenture with the
same effect as if such successor corporation had been named herein a the
Guarantor, and when a successor corporation duly assumes all of the obligations
of the Guarantor pursuant hereto and pursuant to the Debt Securities, the
Guarantor shall be released from such obligations.

SECTION 17.13  RELEASE OF GUARANTORS.

          (a) Without further notice or action being required by any Person, but
subject to Section 10.1, any Guarantor, and each Subsidiary of such Guarantor
that is also a Guarantor, shall be fully and conditionally released and
discharged from all obligations under its Obligor Guarantee and this Indenture,
upon (i) the sale or other disposition of all of the assets or properties of
such Guarantor, or 50% or more of the equity interests of any such Guarantor or
Persons other than the Company and their Subsidiaries or (ii) the consolidation
or merger of any such Guarantor with any Person other than the Company or a
Subsidiary of the Company, if, as a result of such consolidation or merger,
Persons other than the Company and their Subsidiaries beneficially own more than
50% of the capital stock of such Guarantor, provided, that, in either such case,
the proceeds of any such sale, disposition, merger or consolidation are applied
in accordance with this Indenture; or (iii) a defeasance as provided in Article
XV hereof.

          (b) The releases and discharges set forth in Section 17.13(a) shall be
effective (i) in the case of releases and discharges effected pursuant to clause
(i) or (ii) of Section 17.13(a) by virtue of a sale, disposition, consolidation
or merger, on the date of consummation thereof and (ii) in the case of releases
and discharges effected pursuant to clause (iii) of Section 17.13(a), upon the
date of defeasance. At the written request of the Company, the Trustee shall
promptly execute and deliver appropriate instruments in forms reasonably
acceptable to the Company evidencing and further implementing any releases and
discharges pursuant to the foregoing provisions. If the Company desires the
instruments evidencing or implementing any releases or discharges to be executed
prior to the effectiveness of such releases and discharges as set forth above,
necessary to cause the effectiveness of such releases and discharges, as
specified in the first sentence of this Section 17.13.

                                      -76-



          (c) Notwithstanding the foregoing provisions of this Article XVII, (i)
any Guarantor whose Obligor Guarantee would otherwise be released pursuant to
the provisions of this Section 17.13 may elect, by written notice to the
Trustee, to maintain such Obligor Guarantee in effect notwithstanding the event
or events that otherwise would cause the release of such Obligor Guarantee
(which election to maintain such guarantee in effect may be conditional or for a
limited period of time), and (ii) any Subsidiary of the Company which is not a
Guarantor may elect, by written notice to the Trustee, to become a Guarantor
(which election may be conditional or for a limited period of time).

SECTION 17.14  CERTAIN BANKRUPTCY EVENTS.

     Each Guarantor hereby covenants and agrees, to the fullest extent that it
may do so under applicable law, that in the event of the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company, such Guarantor shall
not file (or join in any filing of), or otherwise seek to participate in the
filing of, any motion or request seeking to stay or to prohibit (even
temporarily) execution on the Obligor Guarantee and hereby waives and agrees not
to take the benefit of any such stay of execution.

                                  ARTICLE XVIII

                                  MISCELLANEOUS

SECTION 18.1   NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any Act of holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

          (a) the Trustee by any holder or by the Company shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department, or

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

     Any such Act or other document shall be in the English language, except
that any published notice may be in an official language of the country of
publication.

SECTION 18.2   NOTICE TO HOLDERS; WAIVER.

     When this Indenture provides for notice to holders of any event, such
notice shall be sufficiently given to holders (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to such holders
as their names and addresses appear in the Security Register, within the time
prescribed; provided, however, that, in any case, any notice to holders of
Floating Rate Securities regarding the determination of a periodic rate of

                                      -77-



interest, if such notice is required pursuant to Section 3.1, shall be
sufficiently given if given in the manner specified pursuant to Section 3.1.

     In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, such notification
as shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

     In the event of suspension of publication of any Authorized Newspapers or
by reason of any other cause it shall be impracticable to give notice by
publication, such notification as shall be given with the approval of the
Trustee shall constitute sufficient notice for every purpose hereunder.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular holder shall affect the sufficiency of such notice with
respect to other holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to holders is given by publication, any defect in any notice so
published as to any particular holder shall not affect the sufficiency of such
notice with respect to other holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

SECTION 18.3   CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with the duties
imposed on any person by the provisions of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.

SECTION 18.4   COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     This Indenture may be executed in any number of counterparts, each of which
when executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture. The Article and Section
headings herein and in the Table of Contents are for convenience only and shall
not affect the construction hereof.

SECTION 18.5   SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the parties hereto shall
bind their respective successors and assigns and inure to the benefit of their
permitted successors and assigns, whether so expressed or not.

SECTION 18.6   SEPARABILITY CLAUSE.

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

                                      -78-



SECTION 18.7   BENEFITS OF INDENTURE.

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

SECTION 18.8   GOVERNING LAW.

     This Indenture and the Debt Securities shall be deemed to be contracts made
and to be performed entirely in the State of New York, and for all purposes
shall be governed by and construed in accordance with the internal laws of said
State without regard to the conflicts of law rules of said State.

SECTION 18.9   LEGAL HOLIDAYS.

     Unless otherwise specified pursuant to Section 3.1 or in any Debt Security,
in any case where any Interest Payment Date, Redemption Date or Stated Maturity
of any Debt Security of any series shall not be a Business Day at any Place of
Payment for the Debt Securities of that series, then (notwithstanding any other
provision of this Indenture or of the Debt Securities) payment of principal (and
premium, if any) or interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date or at the Stated Maturity, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such Business Day if
such payment is made or duly provided for on such Business Day.

SECTION 18.10  NO RECOURSE AGAINST OTHERS.

     No direct or indirect incorporator, employee, shareholder, director or
officer, as such, past, present or future of the Company or any successor
corporation or any of the Company's Affiliates, shall have any personal
liability in respect of the obligations of the Company under the Debt Securities
or this Indenture, either directly or through the Company, by reason of his, her
or its status as such incorporator, shareholder, employee, director or officer.
Each holder by accepting a Debt Security waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the
Debt Securities.

                                      -79-



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

                                             PINNACLE ENTERTAINMENT, INC.



                                             By: _______________________________

                                             Name: _____________________________

                                             Title: ____________________________

                                             [SEAL]

Attest:



By: _______________________________

Name: _____________________________

Title: ____________________________

                                             [NAME OF TRUSTEE], as Trustee



                                             By: _______________________________

                                             Name: _____________________________

                                             Title: ____________________________

                                             [SEAL]

Attest:



By: _______________________________

Name: _____________________________

Title: ____________________________

                                      -80-



                                                                       EXHIBIT A

               [FORM OF REDEEMABLE OR NONREDEEMABLE DEBT SECURITY]
                             [FACE OF DEBT SECURITY]

     [THIS DEBT SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL NOTE SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]

     [IF THIS DEBT SECURITY IS AN ORIGINAL ISSUE DISCOUNT DEBT SECURITY,
INSERT--FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS DEBT SECURITY IS
_____% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS __________, 20__ [AND] THE
YIELD TO MATURITY IS ____ %. THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF __________, 20__ TO
________, 20__, IS ____% OF THE PRINCIPAL AMOUNT OF THIS DEBT SECURITY.]

     PINNACLE ENTERTAINMENT, INC. [DESIGNATION OF SERIES]

No.__________            $__________

     PINNACLE ENTERTAINMENT, INC., a Delaware corporation (herein referred to as
the "Company," which term includes any successor corporations under the
Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to __________ or registered assigns the principal sum of
_____________________ Dollars on __________ (the "Stated Maturity Date") [OR
INSERT DATE FIXED FOR EARLIER REDEMPTION (the "Redemption Date" and, together
with the Stated Maturity Date with respect to principal repayable on such date,
the "Maturity Date")].

     [IF THE DEBT SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT--and to
pay interest thereon from _____________________ or from the most recent interest
payment date to which interest has been paid or duly provided for, semi-annually
on _________________ and ________________ in each year (each, an "Interest
Payment Date"), commencing _________________, at the rate of _____% per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Debt Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
_______________ or _______________ (whether or not a Business Day, as defined
below), as the case may be, next preceding such Interest Payment

                                       -i-



Date [at the office or agency of the Company maintained for such purpose;
PROVIDED, HOWEVER, that such interest may be paid, at the Company's option, by
mailing a check to such Holder at his or her registered address or by transfer
of funds to an account maintained by such Holder within the United States]. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Holder in whose name this Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Debt Securities of this series not less
than 15 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debt Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.]

         [IF THE DEBT SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY,
INSERT-- The principal of this Debt Security shall not bear interest except in
the case of a default in payment of principal upon acceleration, upon redemption
or at the [Stated] Maturity Date and in such case the overdue principal of this
Debt Security shall bear interest at the rate of _________% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal
that is not so paid on demand shall bear interest at the rate of _____% per
annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]

         The principal of this Debt Security payable on the [Stated] Maturity
Date [or the principal of, premium, if any, and, if the Redemption Date is not
an Interest Payment Date, interest on this Debt Security payable on the
Redemption Date] will be paid against presentation of this Debt Security at the
office or agency of the Company maintained for that purpose in ____________, in
such coin or currency of the United States as at the time of payment is legal
tender for the payment of public and private debts.

         Interest payable on this Debt Security on any Interest Payment Date and
on the [Stated] Maturity Date [or Redemption Date, as the case may be,] will
include interest accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including ____________, if no interest has been paid on this Debt Security)
to but excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be]. If any Interest Payment Date or the
[Stated] Maturity Date [or Redemption Date] falls on a day that is not a
Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as
the case may be,] will be paid on the next succeeding Business Day with the same
force and effect as if it were paid on the date such payment was due, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the
case may be]. "Business Day" means any day, other than a Saturday or Sunday, on
which banking institutions or trust companies in [__________] are authorized to
close.

                                      -ii-



         [IF THIS DEBT SECURITY IS A GLOBAL DEBT SECURITY, INSERT--All payments
of principal, premium, if any, and interest in respect of this Debt Security
will be made by the Company in immediately available funds.]

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

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature of one of its authorized signatories, this Debt
Security shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its [facsimile] corporate seal.

                                          PINNACLE ENTERTAINMENT, INC.


                                          By: __________________________________

                                          Name: ________________________________

                                          Title: _______________________________

                                          [SEAL]
Attest:


By: ___________________________

Name: _________________________

Title: ________________________

                                     -iii-


         [Reverse of Debt Security]

         PINNACLE ENTERTAINMENT, INC.

         This Debt Security is one of a duly authorized issue of securities of
the Company, issued and to be issued in one or more series under an Indenture,
dated as of ___________, 2002 (herein called the "Indenture") between the
Company and __________________, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture with respect to the
series of which this Debt Security is a part), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Debt Security is one of the duly authorized series of Debt
Securities designated on the face hereof (collectively, the "Debt Securities"),
[IF APPLICABLE, INSERT-- and the aggregate principal amount of the securities to
be issued under such series is limited to $________ (except for Debt Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Debt Securities).] All terms used in this Debt Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

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

         [IF APPLICABLE, INSERT--The Debt Securities may not be redeemed prior
to the [Stated] Maturity Date.]

         The rights of each Holder and any beneficial owner of the Debt
Securities are subject to the Gaming Laws and requirements of the Gaming
Authorities. Each holder and beneficial owner, by accepting or otherwise
acquiring an interest in the Debt Securities, shall be deemed to have agreed
that if the Gaming Authority of any jurisdiction in which the Company or any of
its subsidiaries conducts or proposes to conduct gaming requires that a Person
who is a holder or beneficial owner must be licensed, qualified or found
suitable under the applicable Gaming Laws, such holder or beneficial owner shall
apply for a license, qualification or a finding of suitability within the
required time period. If such Person fails to apply or become licensed or
qualified or is found unsuitable, then the Company shall have the right, at its
option, notwithstanding any other provision of this Indenture (i) to require
such Person to dispose of its Debt Securities or beneficial interest therein
within 30 days of receipt of notice of the Company's election or such earlier
date as may be requested or prescribed by such Gaming Authority or (ii) to
redeem such Debt Securities at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to the earlier of the
redemption date and the date of the finding of unsuitability, which may be less
than 30 days following the notice of redemption if so requested or prescribed by
the Gaming Authority, or such lesser amount as may be required by applicable law
or by order of any Gaming Authority. The Company shall notify the Trustee in
writing of any such redemption as soon as practicable. The Company shall not be
responsible for any costs or expenses any such holder or beneficial owner may
incur in connection with its application for a license, qualification or a
finding of suitability. Notwithstanding any other provision of this Indenture,
immediately upon the imposition of a requirement to dispose of Debt Securities
by a Gaming Authority, such Person shall, to the extent required by applicable
Gaming Law,

                                      -iv-



have no further right (i) to exercise, directly or indirectly, through any
trustee, nominee or any other person or entity, any right conferred by the Debt
Securities or (ii) to receive any interest, dividends or any other distributions
or payments with respect to the Debt Securities or any remuneration in any form
with respect to the Debt Securities from the Company or the Trustee, except the
redemption price.

         [IF APPLICABLE, INSERT--The Debt Securities are subject to redemption
[(a) [IF APPLICABLE, INSERT--on ______________ in any year commencing with the
year ____ and ending with the year ____ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount and
(b)] [IF APPLICABLE, INSERT--at any time [on or after _______________], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed on or
before ___________, ____% and if redeemed during the 12-month period beginning
______________ of the years indicated, at the Redemption Prices indicated below.

Year     Redemption Price  Year     Redemption Price

and thereafter at a Redemption Price equal to ____% of the principal amount,
together, in the case of any such redemption [IF APPLICABLE, INSERT--(whether
through operation of the sinking fund or otherwise)], with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on this
Debt Security whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holder of this Debt Security, or one or more Predecessor Debt
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

         [IF APPLICABLE, INSERT--The Debt Securities are subject to redemption
(a) on ____________ in any year commencing with the year ____ and ending with
the year through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below and (b) at any
time on or after __________], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below:

         If redeemed during the 12-month period beginning of the years
indicated,

                                                                                  
Redemption Price for Redemption Otherwise Than    Redemption Price for Redemption       Year
Through Operation of the Sinking Fund             Through Operation of Sinking Fund



and thereafter at a Redemption Price equal to ___% of the principal amount,
together, in the case of any such redemption (whether through operation of the
sinking fund or otherwise), with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on this Debt Security whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Debt Security, or one or more Predecessor Debt

                                      -v-



Securities, of record at the close of business on the relevant record dates
referred to on the face hereof, all as provided in the Indenture.]

         [IF APPLICABLE, INSERT--Notwithstanding the foregoing, the Company may
not, prior to __________ redeem any Debt Securities as contemplated by [clause
(b) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of money
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

         [IF APPLICABLE, INSERT--The sinking fund for the Debt Securities
provides for the redemption on __________ in each year, beginning with the year
____ and ending with the year ____, of [not less than] $___] [("mandatory
sinking fund") and not more than $_______] aggregate principal amount of the
Debt Securities. [The Debt Securities acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in
the [DESCRIBE ORDER] order in which they become due.]]

         Notice of redemption will be given by mail to Holders of Debt
Securities, not less than 30 nor more than 60 days prior to the Redemption Date,
all as provided in the Indenture.

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

         [IF APPLICABLE, INSERT CONVERSION PROVISIONS SET FORTH IN ANY BOARD
RESOLUTION OR INDENTURE SUPPLEMENTAL TO THE INDENTURE.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of at
least a majority of the aggregate principal amount of all Debt Securities issued
under the indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of at least a majority of the
aggregate principal amount of the Outstanding Debt Securities, on behalf of the
Holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the Holders of not less than at least a majority of the aggregate
principal amount, in certain instances, of the Outstanding Debt Securities of
any series to waive, on behalf of all of the Holders of Debt Securities of such
series, certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Debt Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Debt Security
and other Debt Securities issued upon the registration of transfer hereof or in
exchange therefore or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Debt Security.

         No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and

                                      -vi-



unconditional, to pay the principal of (and premium, if any) and interest on
this Debt Security at the times, rates and in the coin or currency, herein
prescribed.

         As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, the transfer of this Debt Security is registrable in the
Security Register of the Company upon surrender of this security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Debt Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Debt Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, this Debt Security is exchangeable for a like aggregate
principal amount of Debt Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

         The Debt Securities of this series are issuable only in registered form
[without coupons] in denominations of $________ and any integral multiple
thereof. No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. Prior to
due presentment of this Debt Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Debt Security is registered as the owner hereof for all
purposes, whether or not this Debt Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Debt Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future incorporator, stockholder, employee, officer or director, as such, of the
Company or of any successor or Affiliate of the Company, either directly or
through the Company or any successor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

         [IF APPLICABLE, INSERT--The obligations of the Company under the
Indenture shall be guaranteed as set forth in the Indenture.]

         [IF APPLICABLE, INSERT--The obligations of the Company under the
Indenture shall be secured as set forth in the Indenture.]

         The Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in such State.

                                     -vii-



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the series of Debt Securities issued under the
within-mentioned Indenture.

                                        [NAME OF TRUSTEE], as Trustee


                                        By: ____________________________________

                                        Authorized Signatory: __________________

                                     -viii-

EX-12.1

Pinnacle Entertainment, Inc.                                        Exhibit 12.1
                                                                            ----
Ratio of Earnings To Fixed Charges
$ in thousands



                                                                                                               Three months ended
                                                                  Years ended December 31,                          March 31,
                                                   --------------------------------------------------------   --------------------
                                                     1997        1998        1999        2000        2001        2001        2002
                                                   --------    --------    --------    --------    --------   ---------    -------
                                                                                                      
Earnings:
      Pre-tax income (loss)                        $ 14,520    $ 21,611    $ 84,973    $131,888    $(50,555)   $ (3,314)   $(3,591)
      Add fixed charges                               8,094      26,751      69,531      64,111      53,675      13,310     13,532
      Less capitalized interest                        (425)     (2,142)     (1,359)     (8,148)       (481)       (226)       (47)
                                                   --------    --------    --------    --------    --------    --------    -------
          Total earnings                           $ 22,189    $ 46,220    $153,145    $187,851    $  2,639    $  9,770    $ 9,894
                                                   ========    ========    ========    ========    ========    ========    =======

Fixed charges:

      Interest expense - inclusive of the
        amortization of debt issuance costs        $  7,302    $ 22,518    $ 64,573    $ 52,620    $ 49,853    $ 12,307    $12,633
      Capitalized interest                              425       2,142       1,359       8,148         481         226         47
      Estimated interest portion in rent expense        367       2,091       3,599       3,343       3,341         777        852
                                                   --------    --------    --------    --------    --------    --------    -------
        Total fixed charges                        $  8,094    $ 26,751    $ 69,531    $ 64,111    $ 53,675    $ 13,310    $13,532

      Dividend on convertible preferred stock      $  1,520         $ -         $ -         $ -         $ -         $ -        $ -
                                                   --------    --------    --------    --------    --------    --------    -------
          Total fixed charges and preferred
            stock dividend                         $  9,614    $ 26,751    $ 69,531    $ 64,111    $ 53,675    $ 13,310    $13,532
                                                   ========    ========    ========    ========    ========    ========    =======

Ratio of earnings to fixed charges (1)                 2.74 x      1.73 x      2.20 x      2.93 x       .05 x       .73 x      .73 x

Ratio of earnings to combined fixed charges and
      preferred dividend (2)                           2.31 x      1.73 x      2.20 x      2.93 x       .05 x       .73 x      .73 x


(1) In computing the ratio of earnings to fixed charges: (1) earnings were
calculated from income from continuing operations, before income taxes, and
fixed charges, and excluding capitalized interest; and (2) fixed chagrges were
computed from interest expense, amortization of debt issuance costs, capitalized
interest, and the estimated interest included in rental expense. Earnings were
insufficient to cover fixed charges by $51 million for the year ended December
31, 2001 and $3.5 million and $3.6 million for the three months ended March 31,
2001 and 2002, respectively.

(2) The ratio of earnings to combined fixed charges and preferred dividend is
computed similar to (a) except for the preferred dividend paid in 1997.