S-4

     As filed with the Securities and Exchange Commission on May 22, 2002
                                                Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-4
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

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

                          ISLE OF CAPRI CASINOS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

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

  (For Co-registrants, Please See Table of Other Registrants on the Following
                                     Page)
                                                
        Delaware                     7990                    41-1659606
     (State or Other           (Primary Standard          (I.R.S. Employer
     Jurisdiction of              Industrial             Identification No.)
    Incorporation or          Classification Code
      Organization)                 Number)


                             1641 Popps Ferry Road
                           Biloxi, Mississippi 39532
                                (228) 396-7000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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

                               Allan B. Solomon
            Executive Vice President, Secretary and General Counsel
                   2200 Corporate Boulevard, N.W., Suite 310
                           Boca Raton, Florida 33431
                         Telephone No.: (561) 995-6660
                         Facsimile No.: (561) 995-6665
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

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

                                   Copy to:
                             Paul W. Theiss, Esq.
                             Robert J. Wild, Esq.
                           Mayer, Brown, Rowe & Maw
                           190 South LaSalle Street
                            Chicago, Illinois 60603
                         Telephone No.: (312) 782-0600
                         Facsimile No.: (312) 701-7711

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

   Approximate date of commencement of proposed sale to the public:  As soon as
practicable after the effective date of this Registration Statement.
   If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]

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

                        CALCULATION OF REGISTRATION FEE
================================================================================


                                                       Proposed       Proposed
                                          Amount       Maximum        Maximum
       Title of each Class of             to be     Offering Price   Aggregate        Amount of
     Securities to be Registered        registered     Per Unit    Offering Price  Registration Fee
- ---------------------------------------------------------------------------------------------------
                                                                       
9% Senior Subordinated Notes
 Due March 15, 2012................... $200,000,000    100%(1)     $200,000,000(1)     $ 18,400
- ---------------------------------------------------------------------------------------------------
Subsidiary Guarantees of 9% Senior
 Subordinated Notes Due March 15, 2012 $200,000,000    None(2)         None(2)          None(2)
- ---------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1) Calculated based on the book value of the securities to be received by the
    registrant in the exchange in accordance with Rule 457(f)(2) under the
    Securities Act.
(2) Pursuant to Rule 457(n) under the Securities Act, no separate fee is
    payable for the subsidiary guarantees.

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

   The co-registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the co-registrants
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 or until this registration statement shall become effective
on such date as the SEC, acting pursuant to said Section 8(a), may determine.
================================================================================



                          TABLE OF OTHER REGISTRANTS



                                                        State of                            Primary standard
                                                      incorporation   I.R.S. Employer   industrial classification
Exact name of registrant as specified in its charter or organization Identification No.        code number
- ---------------------------------------------------- --------------- ------------------ -------------------------
                                                                               
   CSNO, L.L.C......................................    Louisiana        64-0925262               7990
   Gemini, Inc......................................     Nevada          88-0103475               7990
   Grand Palais Riverboat, Inc......................    Louisiana        72-1235423               7990
   IOC-Boonville, Inc...............................     Nevada          88-0303425               7990
   IOC-Coahoma, Inc.................................   Mississippi       64-0925253               7990
   IOC-Davenport, Inc...............................      Iowa           64-0928290               7990
   IOC-Kansas City, Inc.............................    Missouri         64-0921931               7990
   IOC Holdings, LLC................................    Louisiana        64-0934982               7990
   IOC-Lula, Inc....................................   Mississippi       88-0301634               7990
   IOC-Natchez, Inc.................................   Mississippi       88-0277687               7990
   Isle of Capri Bettendorf, LC.....................      Iowa           62-1810319               7990
   Isle of Capri Casino-Tunica, Inc.................   Mississippi       64-0907593               7990
   Isle of Capri Casino Colorado, Inc...............    Colorado         64-0863907               7990
   Isle of Capri Marquette, Inc.....................      Iowa           62-1810746               7990
   LL Holding Corporation...........................     Nevada          88-0445106               7990
   Louisiana Riverboat Gaming Partnership...........    Louisiana        72-1235811               7990
   LRGP Holdings, L.L.C.............................    Louisiana        64-0925264               7990
   PPI, Inc.........................................     Florida         65-0585198               7990
   Riverboat Corporation of Mississippi.............   Mississippi       64-0795563               7990
   Riverboat Corporation of Mississippi-Vicksburg...   Mississippi       42-1400605               7990
   Riverboat Services, Inc..........................      Iowa           42-1360145               7990
   St. Charles Gaming Company, Inc..................    Louisiana        72-1235262               7990


                        c/o Isle of Capri Casinos, Inc.
                             1641 Popps Ferry Road
                           Biloxi, Mississippi 39532
                                (228) 396-7000
  (Address, including zip code, and telephone number, including area code, of
           each of the co-registrant's principal executive offices)

                               Allan B. Solomon
            Executive Vice President, Secretary and General Counsel
                   2200 Corporate Boulevard, N.W., Suite 310
                           Boca Raton, Florida 33431
                         Telephone No.: (561) 995-6660
                         Facsimile No.: (561) 995-6665
(Name, address, including zip code, and telephone number, including area code,
             of agent for service for each of the co-registrants)

                                   Copy to:
                             Paul W. Theiss, Esq.
                             Robert J. Wild, Esq.
                           Mayer, Brown, Rowe & Maw
                           190 South LaSalle Street
                            Chicago, Illinois 60603
                         Telephone No.: (312) 782-0600
                         Facsimile No.: (312) 701-7711



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 is not soliciting an offer to buy these
securities in any state where the offer to sell is not permitted.


                   Subject to Completion, dated May 22, 2002

PROSPECTUS

                          ISLE OF CAPRI CASINOS, INC.

                     Offer to Exchange $200,000,000 of its
                     9% Senior Subordinated Notes due 2012
                      for any and all of its outstanding
                     9% Senior Subordinated Notes due 2012

...   The exchange offer expires at 5:00 p.m., New York City time, on         ,
    2002, unless extended.

...   The exchange offer is subject only to the conditions that the exchange
    offer will not violate any applicable law or any interpretation of
    applicable law by the staff of the SEC.

...   All outstanding notes that are validly tendered and not validly withdrawn
    will be exchanged.

...   Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m.,
    New York City time, on the expiration date of the exchange offer.

...   The exchange of notes will not be a taxable exchange for U.S. federal
    income tax purposes.

...   We will not receive any proceeds from the exchange offer.

...   The form and terms of the new notes to be issued are substantially
    identical to your old notes, except that the new notes will not have
    transfer restrictions and you will not have registration rights.

...   There is no established trading market for the new notes, and we do not
    intend to apply for listing of the new notes on any securities exchange.

...   All broker-dealers must comply with the registration and prospectus
    delivery requirements of the Securities Act. See "Plan of Distribution."

   For a discussion of factors that you should consider before you participate
in the exchange offer, see "Risk Factors" beginning on page 10 of this
prospectus.

   Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful
and complete. Any representation to the contrary is a criminal offense.

   None of the Louisiana Gaming Control Board, the Louisiana Riverboat Gaming
Enforcement Division of the Louisiana State Police, the Mississippi Gaming
Commission, the Missouri Gaming Commission, the Iowa Racing and Gaming
Commission, the Nevada Gaming Commission, the Nevada State Gaming Control
Board, the Colorado Department of Revenue Division of Gaming, the Colorado
Limited Gaming Control Commission, the Florida Department of Business and
Professional Regulation or any other regulatory agency has approved or
disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is unlawful.

                  The date of this prospectus is      , 2002.



                               TABLE OF CONTENTS



                                                               Page
                                                               ----
                                                            
             Incorporation of Information We File with the SEC   i
             Forward-Looking Statements.......................  ii
             Where You Can Find More Information..............  ii
             Prospectus Summary...............................   1
             Risk Factors.....................................  10
             Use of Proceeds..................................  19
             Isle of Capri Casinos, Inc.......................  20
             The Exchange Offer...............................  21
             Description of the New Notes.....................  31
             Certain Federal Income Tax Considerations........  67
             Plan of Distribution.............................  71
             Legal Matters....................................  71
             Independent Auditors.............................  71


   You should rely only on the information contained in or incorporated by
reference into this prospectus. We have not authorized any other person to
provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it. The
information in this prospectus is accurate as of the date on the front cover.
The information we have filed and will file with the SEC that is incorporated
by reference into this prospectus is accurate as of the filing date of those
documents. Our business, financial condition, results of operations and
prospects may have changed since those dates and may change again.

               INCORPORATION OF INFORMATION WE FILE WITH THE SEC

   This prospectus "incorporates by reference" important business and financial
information about our company that is not included in or delivered with the
prospectus. This means:

  .   incorporated documents are considered part of this prospectus;

  .   we can disclose important information to you by referring you to those
      documents; and

  .   information that we file with the SEC will automatically update and
      supersede this prospectus.

The following documents are incorporated into this prospectus by reference:

  .   our Annual Report on Form 10-K for the fiscal year ended April 29, 2001;

  .   our Quarterly Report on Form 10-Q for the fiscal quarter ended July 29,
      2001;

  .   our Quarterly Report on Form 10-Q for the fiscal quarter ended October
      28, 2001;

  .   our Quarterly Report on Form 10-Q for the fiscal quarter ended January
      27, 2002; and

  .   all documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the
      Securities Exchange Act of 1934 after the date of this prospectus and
      before the exchange offer is complete.

   Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus is modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document which also is or is deemed to
be

                                       i



incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded does not, except as so modified or
superseded, constitute a part of this prospectus. You may obtain copies of the
information incorporated by reference into this prospectus without charge upon
oral or written request to: Isle of Capri Casinos, Inc.; Attention: Chief
Financial Officer; 1641 Popps Ferry Road, Biloxi, Mississippi, 39532;
Telephone: (228) 396-7000.

   To obtain timely delivery of any of this information, you must make your
request at least five business days prior to the expiration of the exchange
offer. The date by which you must make your request is           , 2002.

                          FORWARD-LOOKING STATEMENTS

   This prospectus includes or incorporates by reference forward-looking
statements as they are defined in the Securities Act and the Exchange Act. We
based these forward-looking statements on our current expectations and our
projections about future events. These forward-looking statements could be
negatively affected by risks, uncertainties and assumptions about us,
including, among other things:

  .   the effect of general economic, credit and capital market conditions on
      our business;

  .   our substantial indebtedness;

  .   competition in our existing and any future markets;

  .   changes in gaming and non-gaming laws and regulations;

  .   our failure to obtain or retain licenses or regulatory approvals;

  .   our failure to obtain adequate financing to meet our goals; and

  .   the other factors described in the "Risk Factors" section.

   All future written and oral forward-looking statements made by us or on our
behalf are also subject to these factors. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in or
incorporated by reference into this prospectus might not occur.

                      WHERE YOU CAN FIND MORE INFORMATION

   You may read and copy the reports, statements and other information we file
with the SEC at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC but must pay photocopying fees. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our SEC
filings are also available to the public on the SEC's Internet site
(http://www.sec.gov).

                                      ii



                              PROSPECTUS SUMMARY

   This summary contains basic information about this exchange offer. This
summary does not contain all of the information that may be important to you in
deciding whether to participate in the exchange offer. We encourage you to read
the entire prospectus, including the information described under the heading
"Risk Factors," and the business and financial information incorporated by
reference into this prospectus before you participate in the exchange offer.
Unless the context otherwise requires, the terms "Isle of Capri," "we," "our,"
"us" and other similar terms mean Isle of Capri Casinos, Inc. and all of its
subsidiaries (except where it is clear that the terms exclude the Isle-Black
Hawk or any unrestricted subsidiaries).

                          Isle of Capri Casinos, Inc.

   We are a leading developer, owner and operator of branded gaming and related
lodging and entertainment facilities in growing markets in the United States.
Our principal executive office is located at 1641 Popps Ferry Road, Biloxi,
Mississippi 39532. Our telephone number is (228) 396-7000. We maintain an
Internet web site at http://www.theislecorp.com. Information contained on our
web site is not incorporated by reference into this prospectus and you should
not consider information contained on our web site as part of this prospectus.

                              The Exchange Offer

   We sold $200.0 million of our 9% senior subordinated notes due 2012 to the
initial purchasers on March 27, 2002. The initial purchasers resold those notes
in reliance on Rule 144A, Regulation S and other exemptions under the
Securities Act.

   We entered into a registration rights agreement with the initial purchasers
on March 27, 2002 in which we agreed, among other things, to:

  .   file a registration statement with the SEC relating to the exchange offer
      on or before June 10, 2002;

  .   deliver to you this prospectus;

  .   cause the registration statement, which includes this prospectus, to
      become effective on or before July 25, 2002; and

  .   complete the exchange offer within 30 business days after the
      registration statement becomes effective.

   You are entitled to exchange your old notes for new registered 9% Senior
Subordinated Notes due 2012 with substantially identical terms as the old
notes, except for transfer restrictions and registration rights. If we do not
complete the exchange offer on or before 30 business days after the
registration statement becomes effective, the interest rate on your notes will
be increased. You should read the discussion under the heading "The Exchange
Offer--Purpose and Effect; Registration Rights" and "Description of the Notes"
for further information regarding the new notes that we are offering in
exchange for your old notes.

   We believe that you may resell the new notes issued in the exchange offer
without compliance with the registration and prospectus delivery provisions of
the Securities Act, subject to the conditions described under "The Exchange
Offer." You should read that section for further information regarding the
exchange offer.

                              Recent Developments

   We entered into an amended and restated $500.0 million senior credit
facility on April 26, 2002. This facility consists of a five-year $250.0
million revolving credit facility and a six-year $250.0 million term loan
facility.

   On March 14, 2002, we announced that our Board of Directors authorized us to
embark on plans to sell or otherwise dispose of our Isle-Tunica and Lady
Luck-Las Vegas properties. We expect to record a pre-tax asset impairment
charge of approximately $      million for our fiscal fourth quarter ended
April 28, 2002. This charge will consist of $      million related to the
write-down of our Tunica and Las Vegas properties and $      million related to
the write-down of barges and hulls held by us for development. The impairment
loss on the write-down of assets, net of tax, will be approximately
$      million, or $      per diluted share.

                                      1



                          Terms of the Exchange Offer

   The exchange offer relates to the exchange of up to $200.0 million aggregate
principal amount of old notes for an equal aggregate principal amount of
registered new notes. The new notes will be obligations of Isle of Capri and
will be governed by the same indenture that governs the old notes.

                                 
New Notes.......................... We are offering registered 9% Senior Subordinated Notes due 2012
                                    for your notes. The form and terms of the new notes and your old
                                    notes are substantially identical, except:

                                    .    the new notes will be registered under the Securities Act;

                                    .    the new notes will not bear any legends restricting transfer;
                                          and

                                    .    except under limited circumstances, your rights under the
                                          registration rights agreement, including your right to receive
                                          additional interest, will terminate.
The Exchange Offer................. We are offering to exchange an aggregate of $200.0 million principal
                                    amount of our new notes for $200.0 million of our old notes. Old notes
                                    may be tendered in integral multiples of $1,000 principal amount. As
                                    of the date of this prospectus, $200.0 million aggregate principal
                                    amount of the old notes is outstanding.
Expiration Date.................... You have until 5:00 p.m., New York City time, on          , 2002 to
                                    validly tender your old notes if you want to exchange your old notes
                                    for new notes. We may extend that date under certain conditions.
Conditions of the Exchange Offer;
  Extensions; Amendments........... The exchange offer is not subject to any conditions other than that it
                                    not violate applicable law or any applicable interpretation of the staff
                                    of the SEC. The exchange offer is not conditioned upon any minimal
                                    principal amount of old notes being tendered. We may waive any
                                    condition or amend the terms of the exchange offer. If we materially
                                    amend the exchange offer, we will notify you.

                                    We may also delay or extend the exchange offer and, if the above
                                    conditions are not met, we may terminate the exchange offer. We will
                                    notify you of any delay, extension or termination of the exchange
                                    offer.
Interest........................... You will receive interest on the new notes from the date interest was
                                    last paid on your old notes. If no interest was paid on your old notes,
                                    you will receive interest from March 27, 2002. If your old notes are
                                    exchanged for new notes, you will not receive any accrued interest on
                                    your old notes.
Procedures for Tendering Old Notes;
  Special Procedures for Beneficial If you want to participate in the exchange offer, you must transmit a
  Owners........................... properly completed and signed letter of transmittal, and all other
                                    documents required by the letter of transmittal, to the exchange agent.
                                    Please send these materials to the exchange agent at the address set
                                    forth in the accompanying letter of transmittal prior to 5:00 p.m., New
                                    York City time, on the expiration date. You must also send one of the
                                    following:



                                      2



                            

                               .    certificates of your old notes;

                               .    a timely confirmation of book-entry transfer of your old notes
                                     into the exchange agent's account at The Depository Trust
                                     Company; or

                               .    the items required by the guaranteed delivery procedures
                                     described below.
                               If you are a beneficial owner of your old notes and your old notes are
                               registered in the name of a nominee, such as a broker, dealer,
                               commercial bank or trust company, and you wish to tender your old
                               notes in the exchange offer, you should instruct your nominee to
                               promptly tender the old notes on your behalf.

                               If you are a beneficial owner and you want to tender your old notes on
                               your own behalf, you must, before completing and executing the letter
                               of transmittal and delivering your old notes, make appropriate
                               arrangements to either register ownership of your old notes in your
                               name or obtain a properly completed bond power from the registered
                               holder of your old notes.
                               By executing the letter of transmittal, you will represent to us that:

                               .    you are not our "affiliate" (as defined in Rule 405 under the
                                     Securities Act);

                               .    you will acquire the new notes in the ordinary course of your
                                     business;

                               .    you are not a broker-dealer that acquired your notes directly
                                     from us in order to resell them pursuant to Rule 144A under
                                     the Securities Act or any other available exemption under the
                                     Securities Act;

                               .    if you are a broker-dealer that acquired your notes as a result
                                     of market-making or other trading activities, you will deliver
                                     a prospectus in connection with any resale of new notes; and

                               .    you are not participating, do not intend to participate and
                                     have no arrangement or understanding with any person to
                                     participate in the distribution of the new notes.
                               If your old notes are not accepted for exchange for any reason, we will
                               return your old notes to you at our expense.
Guaranteed Delivery Procedures If you wish to tender your old notes and:

                               .    your old notes are not immediately available;

                               .    you are unable to deliver on time your old notes or any other
                                     document that you are required to deliver to the exchange
                                     agent; or

                               .    you cannot complete the procedures for delivery by book-
                                     entry transfer on time;

                               then you may tender your old notes according to the guaranteed
                               delivery procedures that are discussed in the letter of transmittal and in
                               "The Exchange Offer--Guaranteed Delivery Procedures."



                                      3



                         

Acceptance of Old Notes and
Delivery of New Notes...... We will accept all old notes that you have properly tendered on time
                            when all conditions of the exchange offer are satisfied or waived. The
                            new notes will be delivered promptly after we accept the old notes.
Withdrawal Rights.......... You may withdraw tenders of your old notes at any time prior to 5:00
                            p.m., New York City time, on the expiration date
The Exchange Agent......... State Street Bank and Trust Company is the exchange agent. Its
                            address and telephone number are set forth in "The Exchange Offer--
                            The Exchange Agent; Assistance."
Fees and Expenses.......... We will pay all expenses relating to the exchange offer and
                            compliance with the registration rights agreement. We will also pay
                            certain transfer taxes, if applicable, relating to the exchange offer.
Resales of New Notes....... We believe, based on an interpretation by the staff of the SEC
                            contained in no-action letters issued to third parties in other
                            transactions, that the new notes may be offered for resale, resold and
                            otherwise transferred by you without further compliance with the
                            registration and prospectus delivery requirements of the Securities Act
                            if:

                            .    you are not our "affiliate" (as defined in Rule 405 under the
                                  Securities Act);

                            .    you acquire the new notes in the ordinary course of your
                                  business;

                            .    you are not a broker-dealer that purchased old notes from us
                                  to resell them pursuant to Rule 144A under the Securities Act
                                  or any other available exemption under the Securities Act;
                                  and

                            .    you are not participating, and have no arrangement or
                                  understanding with any person to participate, in a distribution
                                  (within the meaning of the Securities Act) of the new notes.

                            You should read the information under the heading "The Exchange
                            Offer--Resales of the New Notes" for a more complete description of
                            why we believe that you can freely transfer new notes received in the
                            exchange offer without registration or delivery of a prospectus.

                            All broker-dealers that are issued new notes for their own accounts in
                            exchange for old notes that were acquired as a result of market-making
                            or other trading activities must acknowledge that they will deliver a
                            prospectus meeting the requirements of the Securities Act in
                            connection with any resale of the new notes. If you are a broker-dealer
                            and are required to deliver a prospectus, you may use this prospectus
                            for an offer to resell, a resale or other transfer of the new notes.
Certain Tax Considerations. The issuance of the new notes will not constitute a taxable exchange
                            for U.S. federal income tax purposes. You will not recognize any gain
                            or loss upon receipt of the new notes. See "Certain Federal Income
                            Tax Considerations."



                                      4



                           
Registration Rights Agreement In connection with the sale of the old notes, we entered into a
                              registration rights agreement with the initial purchasers of the old
                              notes that grants the holders of the old notes registration rights. As a
                              result of making and consummating this exchange offer, we will have
                              fulfilled most of our obligations under the registration rights
                              agreement. If you do not tender your old notes in the exchange offer,
                              you will not have any further registration rights under the registration
                              rights agreement or otherwise unless you were not eligible to
                              participate in the exchange offer or do not receive freely transferrable
                              new notes in the exchange offer. See "The Exchange Offer--Purpose
                              and Effect; Registration Rights."



                   Consequences of Not Exchanging Old Notes

   If you do not exchange your old notes for new notes in the exchange offer,
your old notes will continue to be subject to the restrictions on transfer
contained in the legend on the old notes. In general, the old notes may not be
offered or sold unless they are registered under the Securities Act. However,
you may offer or sell your old notes under an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities
laws. We do not currently anticipate that we will register the old notes under
the Securities Act.

                                      5



                            Terms of the New Notes

                    
Issuer................ Isle of Capri Casinos, Inc.
Notes Offered......... $200,000,000 in principal amount of 9% senior subordinated notes due
                       2012.
Maturity.............. March 15, 2012.
Interest Payment Dates March 15 and September 15 of each year, commencing September 15,
                       2002.
Guarantees............ Our obligations under the new notes will be, and our obligations under
                       the indenture are, jointly, severally and unconditionally guaranteed on
                       an unsecured senior subordinated basis by all of our existing and future
                       significant restricted subsidiaries. Our restricted subsidiaries that are
                       not significant restricted subsidiaries and our unrestricted subsidiaries
                       that own and operate the Isle-Black Hawk will not be guarantors. See
                       "Description of the New Notes--Subsidiary Guarantees."
Ranking............... The new notes and the subsidiary guarantees are general, unsecured
                       obligations that will rank:

                       .    junior to all of our and the guarantors' existing and future
                             senior indebtedness, including any indebtedness under our
                             senior credit facility;

                       .    senior to any of our and the guarantors' future indebtedness
                             subordinated to the new notes and the guarantees;

                       .    equally with all of our outstanding 83/4% senior subordinated
                             notes due 2009 and any future senior subordinated
                             indebtedness that we or the guarantors incur; and

                       .    effectively junior to all existing and future liabilities,
                             including trade payables, of our non-guarantor subsidiaries.
                       Assuming we had completed this exchange offer on January 27, 2002,
                       the new notes and the guarantees would have ranked:

                       .    junior to $366.9 million of our and our restricted subsidiaries'
                             senior debt;

                       .    effectively junior to $82.9 million of debt and other liabilities
                             of our subsidiaries that are not guarantors; and

                       .    equal to the $390.0 million 83/4% senior subordinated notes
                             due 2009.
Optional Redemption... On or after March 15, 2007, we may redeem some or all of the new
                       notes at any time at the redemption prices listed in the section
                       "Description of the New Notes--Redemption and Repurchase
                       Offers-- Optional Redemption."

                       On or before March 15, 2005, we may redeem up to 35% of the new
                       notes with the net proceeds of a public equity offering if at least



                                      6



                     

                        $130.0 million in aggregate principal amount of the new notes and the
                        old notes remains outstanding. See "Description of the New Notes--
                        Redemption and Repurchase Offers--Equity Proceeds Redemption."
Regulatory Redemption.. The new notes will be subject to mandatory redemption in the event of
                        certain determinations by the gaming authorities in jurisdictions in
                        which we conduct gaming operations. See "Description of the New
                        Notes--Redemption and Repurchase Offers--Gaming Redemption."
Change of Control Offer If we experience specific changes of control, we must offer to
                        repurchase the new notes at 101% of their principal amount, plus
                        accrued and unpaid interest. See "Description of the New Notes--
                        Redemption and Repurchase Offers--Change of Control Repurchase
                        Offer."
Certain Covenants...... The new notes will be governed by the same indenture under which
                        the old notes were issued. The indenture, among other things, restricts
                        our ability and the ability of our restricted subsidiaries to:

                        .    borrow money or guarantee debt;

                        .    use assets as security in other transactions;

                        .    make restricted payments;

                        .    pay dividends on, redeem or repurchase our stock or redeem
                              our restricted subsidiaries' stock;

                        .    enter into transactions with affiliates;

                        .    issue and sell capital stock of our restricted subsidiaries; and

                        .    sell assets in excess of specified amounts, change the nature
                              of our business or merge with or into other companies.
                        These covenants are subject to a number of important qualifications
                        and exceptions described in the section entitled "Description of the
                        New Notes--Certain Covenants."

                        Our subsidiaries that own and operate the Isle-Black Hawk are not
                        subject to the covenants in the indenture. See "Description of the New
                        Notes--Certain Covenants."





                                      7



                Selected Historical Consolidated Financial Data

   The following table presents our selected historical consolidated financial
data for the five fiscal years ended April 27, 1997, April 26, 1998, April 25,
1999, April 30, 2000 and April 29, 2001. This data is from our audited
consolidated financial statements and the notes to those statements. This
information should be read in conjunction with Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and the
consolidated financial statements and the related notes included in Item 8 of
our Annual Report on Form 10-K for the fiscal year ended April 29, 2001, which
is incorporated by reference into this prospectus. See "Incorporation of
Information We File with the SEC."



                                                                                   Fiscal Year Ended (1)(2)
                                                                       ------------------------------------------------
                                                                       April 27, April 26, April 25, April 30, April 29,
                                                                         1997      1998      1999      2000      2001
                                                                       --------- --------- --------- --------- ---------
                                                                         (dollars in millions, except per share data)
                                                                                                
Income Statement Data:
Operating Revenues:
    Casino............................................................  $322.7    $388.2    $424.4   $  619.4  $  957.1
    Rooms.............................................................    10.8      17.8      19.1       24.8      50.7
    Pari-mutuel commissions and fees..................................    19.4      22.6      21.3       22.0      22.2
    Food, beverage and other..........................................    55.0      57.5      65.2       93.6     148.3
                                                                        ------    ------    ------   --------  --------
     Gross revenues...................................................   407.9     486.1     530.0      759.8   1,178.3
     Less promotional allowances......................................    42.1      69.3      73.2      113.1     195.5
                                                                        ------    ------    ------   --------  --------
       Net revenues...................................................   365.8     416.8     456.8      646.7     982.8
Operating costs and expenses:
    Casino............................................................    64.3      76.1      77.7      116.1     192.2
    Gaming taxes......................................................     2.3      78.6      86.9      122.6     192.6
    Rooms.............................................................    61.8       3.3       3.9        5.8      12.1
    Pari-mutuel.......................................................    16.0      16.3      15.7       16.4      16.2
    Food, beverage and other..........................................    14.3      13.4      14.2       19.1      32.0
    Marine and facilities.............................................    20.7      26.2      28.2       39.9      63.6
    Marketing and administrative......................................   121.3     108.2     121.0      167.6     249.9
    Accrued litigation settlement (reversal)..........................      --        --      (4.2)        --        --
    Valuation charge..................................................     7.0        --       5.1         --       1.0
    Preopening expenses...............................................     2.5        --       3.3        3.4       0.2
    Other charges.....................................................      --        --        --         --       8.2
    Depreciation and amortization.....................................    27.1      33.6      36.3       42.3      69.1
                                                                        ------    ------    ------   --------  --------
       Total operating expenses.......................................   337.3     355.7     388.1      533.2     837.1
                                                                        ------    ------    ------   --------  --------
Operating income......................................................    28.5      61.1      68.7      113.5     145.7
    Interest expense..................................................   (40.3)    (51.6)    (48.6)     (60.4)    (98.9)
    Interest income...................................................     1.6       4.7       2.9        4.7       5.1
    Gain on disposal of assets........................................      --        --        --        3.1       0.3
    Minority interest.................................................      --       0.8       2.2       (3.7)     (6.4)
    Equity in income (loss) of unconsolidated joint ventures..........    (0.2)       --      (1.3)       0.3      (0.2)
                                                                        ------    ------    ------   --------  --------
Income (loss) before income taxes and extraordinary item..............   (10.4)     15.0      23.9       57.5      45.6
    Income tax provision (benefit)....................................    (1.6)      7.5      11.8       25.4      20.5
                                                                        ------    ------    ------   --------  --------
Income (loss) before extraordinary item...............................    (8.8)      7.5      12.1       32.1      25.1
    Extraordinary loss on extinguishment of debt, net of applicable
     tax benefit......................................................   (12.3)       --     (36.3)      (1.0)       --
                                                                        ------    ------    ------   --------  --------
Net income (loss).....................................................  $(21.1)   $  7.5    $(24.2)  $   31.1  $   25.1
                                                                        ------    ------    ------   --------  --------
Earnings (loss) per share - basic.....................................  $(0.94)   $ 0.32    $(1.03)  $   1.18  $   0.84
                                                                        ======    ======    ======   ========  ========
Balance Sheet Data and Other Data:
Cash and cash equivalents.............................................  $ 51.8    $ 52.5    $ 85.1   $  168.0  $   76.7
Total assets..........................................................   528.4     615.7     676.5    1,305.5   1,382.9
Long-term debt, including current portion.............................   379.5     442.1     532.8      962.9   1,039.1
Stockholders' equity..................................................    78.0      86.1      62.0      155.5     166.0
Ratio of earnings to fixed charges(3).................................      --      1.2x      1.3x       1.8x      1.4x

Footnotes on following page

                                      8



- --------
(1) The operating results for fiscal year 1997 are not comparable to other
    periods presented because the Isle-Bossier City and Isle-Lake Charles were
    accounted for under the equity method until August 6, 1996, when the
    remaining interests in these facilities were acquired by Isle of Capri.

(2) The data presented for fiscal years prior to fiscal 1999 is not comparable
    to other fiscal years presented because it does not include the operating
    results of Isle-Black Hawk which opened December 30, 1998. The data
    presented for fiscal years prior to fiscal 2000 is not comparable to other
    fiscal years presented because it does not include the operating results of
    Isle-Tunica which opened July 26, 1999 and Isle-Natchez, Isle-Lula,
    Isle-Bettendorf, and Isle-Marquette which we acquired on March 2, 2000. The
    data presented for fiscal years prior to fiscal 2001 is not comparable to
    other fiscal years presented because it does not include the operating
    results of Isle-Kansas City which we acquired on June 6, 2000, Lady
    Luck-Las Vegas which we acquired on September 12, 2000, and Rhythm
    City--Davenport which we acquired on October 10, 2000.

(3) For purposes of determining the ratio of earnings to fixed charges,
    earnings consist of earnings before provision for income taxes and
    extraordinary item plus fixed charges, excluding capitalized interest.
    Fixed charges consist of interest on indebtedness, including capitalized
    interest, plus that portion of rental expense that is considered to be
    interest. This ratio does not include earnings and fixed charges of
    unconsolidated joint ventures. Earnings were inadequate to cover fixed
    charges by $10.2 million for fiscal 1997.

                                      9



                                 RISK FACTORS

   Your investment in the new notes will involve certain risks. You should
carefully consider the following factors, in addition to the other information
included in this offering memorandum, before you decide whether to purchase the
new notes.

                         Risks Related to Our Business

Our Substantial Indebtedness Could Adversely Affect Our Business, Financial
Condition and Results of Operations and Prevent Us From Fulfilling Our
Obligations Under the New Notes

   We have a significant amount of debt. As of January 27, 2002, and giving
effect to the issuance of the old notes, the restricted group had $1,156.9
million of total debt outstanding, which excludes $82.9 million of debt of our
non-guarantor subsidiaries that is non-recourse to us. In April 2002, we
entered into an amended and restated senior credit facility which refinanced
our prior facility. This amended and restated senior credit facility consists
of a five-year $250.0 million revolving credit facility and a six-year $250.0
million term loan facility.

   Our significant indebtedness could have important consequences to you, such
as:

  .   limiting our ability to satisfy our obligations with respect to the new
      notes;

  .   limiting our ability to obtain additional financing to fund our working
      capital requirements, capital expenditures, debt service, general
      corporate or other obligations, including our obligations with respect to
      the new notes;

  .   limiting our ability to use operating cash flow in other areas of our
      business because we must dedicate a significant portion of these funds to
      make principal and interest payments on our indebtedness;

  .   increasing our interest expense if there is a rise in interest rates,
      because a portion of our borrowings are under our senior credit facility
      and, as such, we will have interest rate periods with short-term
      durations (typically 30 to 180 days) that require ongoing refunding at
      the then current rates of interest;

  .   causing our failure to comply with the financial and restrictive
      covenants contained in the indenture and agreements that govern the old
      notes and will govern the new notes, and the indenture and agreements
      governing the 83/4% senior subordinated notes due 2009, our senior credit
      facility and our other indebtedness which could cause a default under
      those instruments and which, if not cured or waived, could have a
      material adverse effect on us;

  .   placing us at a competitive disadvantage to our competitors who are not
      as highly leveraged; and

  .   increasing our vulnerability to and limiting our ability to react to
      changing market conditions, changes in our industry and economic
      downturns.

   Any of the factors listed above could have a material adverse effect on our
business, financial condition and results of operations. In addition, as of
April 28, 2002, we had the capacity to issue additional indebtedness, including
the ability to incur additional indebtedness under the revolving portion of our
senior credit facility, of approximately $175.0 million, subject to the
limitations imposed by the covenants in the senior credit facility, the
indenture that governs the old notes, and will govern the new notes, and the
indenture that governs the 8 3/4% senior subordinated notes due 2009. The
indenture that governs the old notes and will govern the new notes, and the
indenture governing the 83/4% senior subordinated notes due 2009 and the senior
credit facility each contain financial and other restrictive covenants, but
will not fully prohibit us from incurring additional debt. If new debt is added
to our current level of indebtedness, related risks that we and you now face
could increase.

                                      10



Servicing Our Debt Requires a Significant Amount of Cash, and Our Ability to
Generate Sufficient Cash Will Depend on Many Factors, Some of Which Are Beyond
Our Control

   We must repay all amounts borrowed under our senior credit facility by April
2008, as well as the $390.0 million in aggregate principal amount of 83/4%
senior subordinated notes due 2009 by April 2009. We are required to make
quarterly principal payments on the $250.0 million term loan portion of our
senior credit facility. The amount of these payments is currently $625,000 per
quarter through the quarter ending March 2007, and $59.4 million per quarter
for the quarters ending in June, September and December of 2007. The amount of
these quarterly payments will increase in the event that we exercise our option
to increase the amount of our borrowings under the term loan. In addition, we
are required to make substantial quarterly interest payments on our senior
credit facility and substantial semi-annual interest payments on the new notes
and the 83/4% senior subordinated notes due 2009. Our ability to make payments
on and refinance our indebtedness, including the new notes, and to fund our
capital expenditures will depend on our ability to generate cash flow and
secure financing in the future.

   Our ability to generate cash flow will depend on:

  .   our future operating performance;

  .   the demand for services we provide;

  .   general economic conditions;

  .   competition; and

  .   legislative and regulatory factors affecting our operations and business.

   Some of these factors are beyond our control. In addition, the ability to
borrow funds under our senior credit facility in the future will depend on our
meeting the financial covenants in the senior credit facility. We cannot assure
you that our business will generate cash flow from operations or that future
borrowings will be available to us under our senior credit facility or
otherwise in an amount sufficient to enable us to pay our indebtedness,
including the new notes, or to fund other liquidity needs. As a result, we may
need to refinance all or a portion of our indebtedness, including the new
notes, on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness on favorable terms or at all. Any inability
to generate sufficient cash flow or refinance our indebtedness on favorable
terms could have a material adverse effect on our financial condition.

We Face Significant Competition from Other Gaming Operations

   We face intense competition in the markets in which we operate. We have
numerous competitors, including land-based casinos, dockside casinos, riverboat
casinos, casinos located on Native American reservations and at racing and
pari-mutuel operations. Several of our competitors have substantially better
name recognition, marketing and financial resources than we do. Legalized
gaming is currently permitted in various forms throughout the United States.
Certain states have recently legalized, and other states are currently
considering legalizing, casino gaming in designated areas. In addition, many
Native American tribes conduct casino gaming on reservations throughout the
United States which have the advantages of being land-based and exempt from
certain state and federal taxes. Some Native American tribes are either in the
process of establishing, or are considering the establishment of, gaming at
additional locations. There is no limit on the number of gaming licenses that
may be granted in several of the markets in which we operate. As a result, new
licenses could be awarded to gaming facilities in such markets, which could
have an adverse effect on our operating results. In particular, we face
significant new competition in the Lake Charles, Louisiana market. In February
2002, Boyd Gaming opened a casino with 15,000 square feet of gaming space with
approximately 1,500 slot machines at Delta Downs, a horse racing facility.
Delta Downs is 25 miles closer to Houston than the Isle-Lake Charles, making it
the closest gaming facility to Houston. In addition, the last available
Louisiana gaming license was recently awarded to Pinnacle Entertainment for a
new development in the Lake Charles market. Expansion of existing gaming
facilities and the development of new gaming facilities and casinos on Native
American-owned lands will increase competition for our existing and future
operations.


                                      11



   We also compete with other forms of legalized gaming and entertainment such
as online computer gambling, bingo, pull tab games, card parlors, sports books,
pari-mutuel or telephonic betting on horse racing and dog racing,
state-sponsored lotteries, jai-alai, video lottery terminals, video poker
terminals and, in the future, may compete with gaming at other venues. For
example, there currently is legislation pending in Florida that, if passed,
would legalize video poker, electronic games of chance or video lottery
terminal gaming at pari-mutuel gaming facilities, including our facility in
Pompano Beach, which could have an adverse effect on the operations of the
Isle-Biloxi.

   Our existing gaming facilities compete directly with other gaming properties
in Louisiana, Mississippi, Missouri, Iowa, Colorado and Nevada. We also compete
with gaming operations in other gaming jurisdictions such as Atlantic City, New
Jersey. Our existing casinos attract a significant number of their customers
from Houston and Dallas/Fort Worth, Texas; Mobile, Alabama; Jackson,
Mississippi; Memphis, Tennessee; Little Rock, Arkansas and Denver, Colorado.
Our continued success depends upon drawing customers from each of these
geographic markets. Legalization of gaming in jurisdictions closer to these
geographic markets than the jurisdictions in which our facilities are located
would have a material adverse effect on our operating results. We expect
competition to increase as new gaming operators enter our markets, existing
competitors expand their operations, gaming activities expand in existing
jurisdictions and gaming is legalized in new jurisdictions. We cannot predict
with any certainty the effects of existing and future competition on our
operating results.

Our Senior Credit Facility, the Indenture Governing the 83/4% Senior
Subordinated Notes due 2009 and the Indenture that Governs the Old Notes, and
will Govern the New Notes Restrict Our Operations

   We have made and will need to make significant capital expenditures at our
existing facilities to remain competitive with current and future competitors
in our markets. Our senior credit facility, the indenture governing the 83/4%
senior subordinated notes due 2009 and the indenture that governs the old
notes, and will govern the new notes, each contain operating and financial
restrictions that may limit our ability to obtain the financing to make these
capital expenditures.

   Our senior credit facility, among other things, limits our ability to:

  .   borrow money;

  .   make capital expenditures;

  .   use assets as security in other transactions;

  .   make restricted payments or restricted investments;

  .   incur contingent obligations; and

  .   sell assets and enter into leases and transactions with affiliates.

   In addition, the senior credit facility requires us to meet financial ratios
and tests, including:

  .   a maximum consolidated total leverage test;

  .   a maximum consolidated senior leverage test;

  .   a minimum consolidated fixed charge coverage test; and

  .   a minimum consolidated net worth test.

   The indenture governing the 83/4% senior subordinated notes due 2009 and the
indenture that governs the old notes, and will govern the new notes, each
impose operating and financial restrictions on us that limit, among other
things, our ability to:

  .   borrow money or guarantee debt;

  .   use assets as security in other transactions;


                                      12



  .   make restricted payments;

  .   pay dividends on or redeem or repurchase our stock or our restricted
      subsidiaries' stock;

  .   enter into transactions with affiliates;

  .   issue and sell stock of restricted subsidiaries; and

  .   sell assets in excess of specified amounts, change the nature of our
      business or merge with or into other companies.

   A breach of any restriction or covenant contained in our senior credit
facility, the indenture governing the 83/4% senior subordinated notes due 2009
or the indenture that governs the old notes, and will govern the new notes,
could cause a default under the new notes and other debt and result in a
significant portion of our debt becoming immediately due and payable. We are
not certain whether we would have, or would be able to obtain, sufficient funds
to make these accelerated payments, including payments on the new notes. In
addition, following the occurrence of certain events of default under our
senior credit facility, we may be prohibited from making payments on the new
notes.

We Are Subject to Extensive Regulation From Gaming Authorities

   Licensing Requirements. As owners and operators of gaming facilities, we are
subject to extensive state and local regulation. State and local authorities
require us and our subsidiaries to demonstrate suitability to obtain and retain
various licenses and require that we have registrations, permits and approvals
to conduct gaming operations. The regulatory authorities in the jurisdictions
in which we operate may, for any reasonable cause, limit, condition, suspend or
revoke a license to conduct gaming operations or prevent us from owning the
securities of any of our gaming subsidiaries. In addition, regulatory
authorities in certain jurisdictions must approve, in advance, any restrictions
on, transfers of, agreements not to encumber or pledges of equity securities
which are issued by a corporation that is registered as an intermediary company
with such state, or holds a gaming license. If these restrictions are not
approved in advance, they will be invalid. Like all gaming operators in the
jurisdictions in which we operate, we must periodically apply to renew our
gaming licenses. We cannot assure you that we will be able to obtain such
renewals. Regulatory authorities may also levy substantial fines against us or
seize our assets, or the assets of our subsidiaries or of the people involved
in violating gaming laws or regulations. Any of these events could have a
material adverse effect on our business.

   We have demonstrated suitability to obtain and have obtained all
governmental licenses, registrations, permits and approvals necessary for us to
operate our existing gaming facilities. We cannot assure you that we will be
able to retain them or continue to demonstrate suitability to obtain any new
licenses, registrations, permits or approvals. If we expand our gaming
operations in the jurisdictions in which we currently operate or to new
jurisdictions, we will have to meet suitability requirements and obtain
additional licenses, registrations, permits and approvals from gaming
authorities in these jurisdictions. The approval process can be time-consuming
and costly and there is no assurance that we will be successful.

   Potential Changes in Regulatory Environment. From time to time, legislators
and special interest groups have proposed legislation that would expand,
restrict or prevent gaming operations in the jurisdictions in which we operate.
In addition, from time to time, certain anti-gaming groups propose referenda
that, if adopted, would limit our ability to continue to operate in those
jurisdictions in which such referenda are adopted. Any expansion of gaming or
restriction on or prohibition of our gaming operations could have a material
adverse effect on our operating results.

   Taxation. State and local authorities raise a significant amount of revenue
through taxes and fees on gaming activities. We believe that the prospect of
significant revenue is one of the primary reasons that jurisdictions permit
legalized gaming. As a result, gaming companies are typically subject to
significant taxes and fees in addition to normal federal, state, local and
provincial income taxes, and such taxes and fees are subject to increase

                                      13



at any time. We pay substantial taxes and fees with respect to our operations.
From time to time, federal, state, local and provincial legislators and
officials have proposed changes in tax laws, or in the administration of such
laws, affecting the gaming industry. In addition, worsening economic conditions
could intensify the efforts of state and local governments to raise revenues
through increases in gaming taxes. It is not possible to determine with
certainty the likelihood of changes in tax laws or in the administration of
such laws. Such changes, if adopted, could have a material adverse effect on
our business, financial condition and results of operations.

We Are Subject to Non-Gaming Regulation

   Several of our riverboats must comply with U.S. Coast Guard requirements as
to boat design, on-board facilities, equipment, personnel and safety and must
hold U.S. Coast Guard Certificates of Documentation and Inspection. The U.S.
Coast Guard requirements also set limits on the operation of the riverboats and
mandate licensing of certain personnel involved with the operation of the
riverboats. Loss of a riverboat's Certificate of Documentation and Inspection
could preclude its use as a riverboat casino. Each of our riverboats is
inspected annually and, every five years, is subject to drydocking for
inspection of its hull, which could result in a temporary loss of service.

   We are required to have third parties periodically inspect and certify all
of our casino barges for stability and single compartment flooding integrity.
Our casino barges must also meet local fire safety standards. We would incur
additional costs if any of our gaming facilities were not in compliance with
one or more of these regulations.

   We are also subject to certain federal, state and local environmental laws,
regulations and ordinances that apply to non-gaming businesses generally, such
as the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act
and the Oil Pollution Act of 1990. Under various federal, state and local laws
and regulations, an owner or operator of real property may be held liable for
the costs of removal or remediation of certain hazardous or toxic substances or
wastes located on its property, regardless of whether or not the present owner
or operator knows of, or is responsible for, the presence of such substances or
wastes. We have not identified any issues associated with our properties that
could reasonably be expected to have an adverse effect on us or the results of
our operations. However, certain of our properties are located in industrial
areas or were used for industrial purposes for many years. As a consequence, it
is possible that historical or neighboring activities have affected one or more
of our properties and that, as a result, environmental issues could arise in
the future, the precise nature of which we cannot now predict. The coverage and
attendant compliance costs associated with these laws, regulations and
ordinances may result in future additional costs.

   Regulations adopted by the Financial Crimes Enforcement Network of the U.S.
Treasury Department require us to report currency transactions in excess of
$10,000 occurring within a gaming day, including identification of the patron
by name and social security number. Substantial penalties can be imposed
against us if we fail to comply with these regulations.

   We are also subject to a variety of other local rules and regulations,
including zoning, environmental, construction and land-use laws and regulations
governing the serving of alcoholic beverages.

We Depend on Our Management and Employees

   Our continued success will depend, among other things, on the efforts and
skills of a few key executive officers and the experience of our property
managers as well as our ability to attract and retain additional highly
qualified personnel with gaming industry experience and qualifications to
obtain the requisite licenses. We do not maintain ''key man'' life insurance
for any of our employees. There is no assurance that we would be able to
attract and hire suitable replacements for any of our key employees. We need
qualified executives, managers and skilled employees with gaming industry
experience to continue to successfully operate our business. We believe a
shortage of skilled labor in the gaming industry may make it increasingly
difficult and expensive to attract and retain qualified employees. We expect
that increased competition in the gaming industry will intensify this problem.

                                      14



Inclement Weather and Other Conditions Could Seriously Disrupt Our Business,
Financial Condition and Results of Operations

   Dockside and riverboat facilities are subject to risks in addition to those
associated with land-based casinos, including loss of service due to casualty,
mechanical failure, extended or extraordinary maintenance, flood, hurricane or
other severe weather. Our riverboats and barges face additional risks from the
movement of vessels on waterways.

   Reduced patronage and the loss of a dockside or riverboat casino from
service for any period of time could adversely affect our results of
operations. For example, as a result of flooding of the Mississippi River, we
closed the Isle-Marquette from April 18 to May 2, 2001, and the Rhythm
City-Davenport from April 18 to May 20, 2001. While our business interruption
insurance provided sufficient coverage for those losses, we cannot assure you
that the proceeds from any future claim will be sufficient to compensate us if
one or more of our casinos experiences a closure.

   Access to a number of our facilities may also be affected by road
conditions, such as construction and traffic. In addition, severe weather such
as high winds and blizzards occasionally limits access to the Isle-Black Hawk.

We Experience Quarterly Fluctuations in Results of Operations

   Our quarterly operating results fluctuate because of seasonality and other
factors. We typically generate the major portion of our income in our first and
fourth fiscal quarters, which end in July and April, respectively.

Energy and Fuel Price Increases May Adversely Affect Our Costs of Operations
and Our Revenues

   Our casino properties use significant amounts of electricity, natural gas
and other forms of energy. While no shortages of energy have been experienced,
the recent substantial increases in the cost of electricity in the United
States will negatively affect our results of operations. In addition, energy
and fuel price increases in cities that constitute a significant source of
customers for our properties could result in a decline in disposable income of
potential customers and a corresponding decrease in visitation to our
properties, which would negatively impact our revenues. The extent of the
impact is subject to the magnitude and duration of the energy and fuel price
increases, but this impact could be material.

A Downturn in General Economic Conditions May Adversely Affect Our Results of
Operations

   Our business operations are subject to changes in international, national
and local economic conditions, including changes in the economy related to
future security alerts in connection with threatened or actual terrorist
attacks such as those that occurred on September 11, 2001 which may affect our
customers' willingness to travel. A recession or downturn in the general
economy, or in a region constituting a significant source of customers for our
properties, could result in fewer customers visiting our properties, which
would adversely affect our results of operations.

             Risks Related to the Exchange Offer and the New Notes

You May Not Be Able to Sell Your Old Notes if You Do Not Exchange Them for New
Notes in the Exchange Offer

   If you do not exchange your old notes for new notes in the exchange offer,
your old notes will continue to be subject to the restrictions on transfer as
stated in the legend on the old notes. In general, you may not offer or sell
the old notes unless they are:

  .   registered under the Securities Act;

                                      15



  .   offered or sold pursuant to an exemption from the Securities Act and
      applicable state securities laws; or

  .   offered or sold in a transaction not subject to the Securities Act and
      applicable state securities laws.

   We do not currently anticipate that we will register the old notes under the
Securities Act. In addition, holders who do not tender their old notes, except
for certain instances involving the initial purchasers or holders of old notes
who are not eligible to participate in the exchange offer or who do not receive
freely transferable new notes pursuant to the exchange offer, will not have any
further registration rights under the registration rights agreement or
otherwise and will not have rights to receive additional interest.

The Market for Old Notes May Be Significantly More Limited after the Exchange
Offer

   If old notes are tendered and accepted for exchange pursuant to the exchange
offer, the trading market for old notes that remain outstanding may be
significantly more limited. As a result, the liquidity of the old notes not
tendered for exchange may be adversely affected. The extent of the market for
old notes and the availability of price quotations would depend upon a number
of factors, including the number of holders of old notes remaining outstanding
and the interest of securities firms in maintaining a market in the old notes.
An issue of securities with a similar outstanding market value available for
trading, which is called the "float," may command a lower price than would be
comparable to an issue of securities with a greater float. As a result, the
market price for old notes that are not exchanged in the exchange offer may be
affected adversely as old notes exchanged pursuant to the exchange offer reduce
the float. The reduced float also may make the trading price of the old notes
that are not exchanged more volatile.

An Active Trading Market May Not Develop for the New Notes

   The new notes are new securities for which there is currently no market. We
cannot assure you as to the liquidity of markets that may develop for the new
notes, your ability to sell the new notes or the price at which you would be
able to sell the new notes. If such markets were to exist, the new notes could
trade at prices lower than their principal amount or purchase price depending
on many factors, including prevailing interest rates and the markets for
similar securities.

Restrictions on the Exchange Offer

   Issuance of new notes in exchange for old notes pursuant to the exchange
offer will be made only after timely receipt by the exchange agent of a
properly completed and duly executed letter of transmittal, or an agent's
message in lieu thereof, including all other documents required by such letter
of transmittal. Therefore, holders of old notes desiring to tender such old
notes in exchange for new notes should allow sufficient time to ensure timely
delivery. We and the exchange agent are under no duty to give notification of
defects or irregularities with respect to the tenders of old notes for
exchange. Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. See "The
Exchange Offer--Resales of the New Notes" and "Plan of Distribution."

Your Right to Receive Payment on the New Notes or under the Guarantees Is
Junior to Senior Debt and Effectively Junior to Debt and Other Liabilities of
Our Non-Guarantor Subsidiaries and Is Equal With Our 83/4% Senior Subordinated
Notes due 2009

   The new notes will be junior to all of our existing and future senior debt,
including any amounts we borrow under our senior credit facility or under our
existing lines of credit. We must use our operating cash to pay amounts due
under debt that ranks senior to the new notes before we can use operating cash
to make interest or principal payments on the new notes.

                                      16



   The subsidiary guarantees will be junior to all existing and future senior
debt of the subsidiary guarantors. All subsidiaries that guarantee the notes
also guarantee our senior credit facility. The subsidiary guarantors must use
their operating cash to pay amounts due under debt that ranks senior to the
guarantees before they can use their operating cash to make payments with
respect to the guarantees of the new notes.

   In addition, all payments on the new notes and the subsidiary guarantees
will be blocked in the event of a payment default on senior debt and may be
blocked for up to 179 of 365 days in the event of certain non-payment defaults
on senior debt.

   As of January 27, 2002, we and our significant restricted subsidiaries had
approximately $366.9 million of senior debt outstanding. Since some of our
subsidiaries will not guarantee the new notes, the new notes will be
effectively junior to all debt and other liabilities of these non-guarantor
subsidiaries. In the event of a bankruptcy, liquidation, reorganization or
similar proceeding relating to any of our non-guarantor subsidiaries, holders
of their debt and their trade creditors will generally be entitled to payment
of their claims from the assets of those subsidiaries before any assets are
made available for distribution to our creditors. Assuming we had completed
this exchange offer on January 27, 2002, the new notes would have been
effectively junior to approximately $82.9 million of debt and other liabilities
of our non-guarantor subsidiaries and would be equal with the $390.0 million in
aggregate principal amount of our 83/4% senior subordinated notes due 2009.

   If there is a distribution to our creditors because of a bankruptcy,
liquidation, reorganization or similar proceeding relating to us or our
property, holders of debt that is senior to the new notes will be paid in full
before any payment may be made with respect to the new notes. Similarly, in the
event of a bankruptcy, liquidation, reorganization or similar proceeding
relating to any subsidiary guarantor, its assets would be available to pay
obligations under its guarantee only after all senior debt of that guarantor is
paid in full.

The New Notes Are Unsecured--Your Right to Enforce Remedies is Limited by the
Rights of Holders of Secured Debt

   The new notes will not be secured by any of our assets or any assets of our
subsidiaries. Our obligations under our senior credit facility are secured by
substantially all of our assets and the assets of our subsidiaries other than
our subsidiaries that own and operate the Isle-Black Hawk and Pompano Park. If
we become insolvent or are liquidated, or if payment under our senior credit
facility is accelerated, the lenders under our senior credit facility will be
entitled to exercise the remedies available to a secured lender under
applicable law. These lenders will have a claim on our assets and the assets of
our subsidiaries before the holders of the new notes.

We are a Holding Company and Depend on the Business of Our Subsidiaries to
Satisfy Our Obligations Under the New Notes

   We are a holding company and our assets consist primarily of investments in
our subsidiaries. Our subsidiaries conduct substantially all of our
consolidated operations and own substantially all of our consolidated assets.
Consequently, our cash flow and our ability to pay our debts depend upon our
subsidiaries' cash flow and their payment of funds to us. Our subsidiaries are
not obligated to make funds available to us for payment on the new notes or
otherwise. In addition, our subsidiaries' ability to make any payments to us
will depend on their earnings, the terms of their indebtedness, business and
tax considerations, legal and regulatory restrictions and economic conditions.
In addition, the ability of our subsidiaries to make payments to us depends on
applicable law and debt instruments to which they or we are a party, which may
include requirements to maintain minimum levels of working capital and other
assets. Distributions to us from our subsidiaries may not be adequate to permit
us to pay interest and principal on the new notes when due.

   The new notes will effectively rank junior to all existing and future
liabilities of our subsidiaries that are not guarantors of the new notes,
including trade payables. In the event of a bankruptcy, liquidation or
dissolution of a non-guarantor subsidiary and following payment of its
liabilities, the subsidiary may not have sufficient assets

                                      17



remaining to make any payments to us so that we can meet our obligations as the
holding company, including our obligations to you under the new notes. As of
January 27, 2002, our non-guarantor subsidiaries had approximately $82.9
million of debt outstanding. The indenture governing the new notes will not
limit the ability of our non-guarantor subsidiaries to incur substantial
additional debt.

The Guarantees May Be Unenforceable Due to Fraudulent Conveyance Statutes

   The obligations of the subsidiary guarantors may be subject to challenge
under state or federal fraudulent transfer laws. In general, under fraudulent
conveyance laws, a court can subordinate or void an obligation such as a
guarantee if it determines that the obligation was incurred with actual intent
to hinder, delay or defraud creditors or if the guarantor did not receive fair
consideration or reasonably equivalent value for the guarantee and:

  .   was insolvent or rendered insolvent as a result of the guarantee;

  .   was engaged in a business or transaction for which the guarantor's
      remaining assets constituted unreasonably small capital; or

  .   intended to incur, or believed that it would incur, debts beyond its
      ability to pay as they mature.

   In addition, a court could void any payment by us or the guarantor pursuant
to the new notes or a guarantee and require that payment to be returned to us
or the guarantor, or to a fund for the benefit of our creditors or the
creditors of the guarantor.

   Generally an entity is insolvent if:

  .   the sum of its debts, including contingent or unliquidated debts, is
      greater than all of its property at a fair valuation; or

  .   the present fair saleable value of its assets is less than the amount
      required to pay its probable liability on existing debts as they become
      due.

We May Not Be Able to Repurchase Notes upon a Change of Control Offer

   Upon the occurrence of specific "change of control" events, we must offer to
repurchase all outstanding notes including the 8 3/4% senior subordinated notes
due 2009, the old notes and the new notes. Our senior credit facility prohibits
us from doing so until we have repaid the outstanding principal balance,
accrued interest and other amounts owed under the senior credit facility. Any
future agreements relating to indebtedness to which we become a party may
contain similar provisions. Restrictions in our senior credit facility, the
indenture governing the 8 3/4% senior subordinated notes due 2009 or the
indenture that governs the old notes and will govern the new notes, may also
prevent us from borrowing funds for the repurchase. In that event, we could
refinance our outstanding debt or obtain consents under existing agreements. We
may not be able to do so or may not be able to negotiate favorable refinancing
terms. If we cannot refinance our debt or do not obtain the necessary consents,
we will not be able to repurchase the notes. Our failure to repurchase notes
tendered upon a change of control would cause us to default on the indenture
governing the 8 3/4% senior subordinated notes due 2009, the indenture that
governs the old notes, and will govern the new notes, and our senior credit
facility and other senior debt. In the event of a default, the indentures would
likely restrict payment to noteholders. See "Description of the New
Notes--Redemption and Repurchase Offers."

We May Require You to Dispose of Your New Notes or Redeem Your New Notes if Any
Gaming Authority Finds You Unsuitable to Hold Them

   We may require you to dispose of your new notes or redeem your new notes if
any gaming authority finds you unsuitable to hold them or in order to otherwise
comply with gaming laws to which we are subject. Gaming

                                      18



authorities can generally require that any beneficial owner of our securities,
including holders of the new notes, file an application for a finding of
suitability. If a gaming authority requires a record or beneficial owner of a
new note to file a suitability application, the owner must apply for a finding
of suitability within 30 days or at an earlier time prescribed by the gaming
authority. The gaming authority has the power to investigate an owner's
suitability and the owner must pay all costs of the investigation. If the owner
is found unsuitable, then the owner may be required, either by law or the terms
of the new notes, to dispose of the new notes. See "Description of the New
Notes--Redemption and Repurchase Offers--Gaming Redemption."

                                USE OF PROCEEDS

   We will not receive any proceeds from the exchange offer. In consideration
for issuing the new notes, we will receive outstanding old notes in like
original principal amount at maturity. All old notes received in the exchange
offer will be canceled.

                                      19



                          ISLE OF CAPRI CASINOS, INC.

   We are a leading developer, owner and operator of branded gaming facilities
and related lodging and entertainment facilities in growing markets in the
United States. We wholly own and operate thirteen gaming facilities located in
Lake Charles and Bossier City, Louisiana; Lula, Biloxi, Vicksburg, Natchez and
Tunica, Mississippi; Kansas City and Boonville, Missouri; Bettendorf, Davenport
and Marquette, Iowa; and Las Vegas, Nevada. We also own a 57% interest in and
receive a management fee for operating a gaming facility in Black Hawk,
Colorado. All but two of these gaming facilities operate under the name "Isle
of Capri" and feature our distinctive tropical island theme. In addition, we
wholly own and operate a pari-mutuel harness racing facility in Pompano Beach,
Florida.

                                      20



                              THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

   We sold the old notes to the initial purchasers on March 27, 2002. The
initial purchasers then resold the old notes under an offering memorandum dated
March 21, 2002 in reliance on Rule 144A, Regulation S and other available
exemptions under the Securities Act. On March 27, 2002, we entered into a
registration rights agreement with the initial purchasers. Under the
registration rights agreement, we agreed to:

  .   file a registration statement with the SEC relating to the exchange offer
      under the Securities Act no later than June 10, 2002;

  .   use our best efforts to cause the exchange offer registration statement
      to be declared effective under the Securities Act on or before July 25,
      2002;

  .   commence the exchange offer promptly after the exchange offer
      registration statement is declared effective by the SEC;

  .   keep the exchange offer open for acceptance for at least 20 business days
      after notice of the exchange offer is mailed to holders of the old notes;

  .   cause the exchange offer to be consummated not later than 30 business
      days following the date of the effectiveness of the exchange offer
      registration statement;

  .   use our best efforts to promptly issue new notes in exchange for all old
      notes that have been properly tendered for exchange prior to the
      expiration of the exchange offer; and

  .   use our best efforts to keep the exchange offer registration statement
      effective until the closing of the exchange offer and thereafter until we
      have issued new notes in exchange for all old notes that have been
      properly tendered for exchange prior to the expiration of the exchange
      offer.

   In the registration rights agreement, we agreed to file a shelf registration
statement if:

  .   we are not permitted to effect the exchange offer under applicable law or
      applicable interpretations of law by the SEC staff;

  .   for any reason, the exchange offer is not consummated by August 23, 2002;

  .   any holder of old notes notifies us that it (1) is not entitled to
      participate in the exchange offer, (2) may not resell the new notes
      required by it in the exchange offer to the public without delivering a
      prospectus and this prospectus is not appropriate or available for
      purposes of these resales or (3) is a broker-dealer and owns old notes
      acquired directly from us or one of our affiliates; or

  .   the holders of a majority in aggregate principal amount of the old notes
      are not eligible to participate in the exchange offer and to receive new
      notes that they may resell to the public without volume restriction under
      the Securities Act and without similar restriction under applicable blue
      sky or state securities laws.

   If we are required to file a shelf registration statement, we must use our
best efforts to file the shelf registration statement relating to the old notes
on or before the 60th day after the obligation to file the shelf registration
statement arises. However, if our obligation arises because this exchange offer
has not been consummated by August 23, 2002, we must use our best efforts to
file the shelf registration statement by September 24, 2002. We will use our
best efforts to cause the shelf registration statement to be declared effective
no later than 120 days after the date that the obligation to file the shelf
registration statement arises.

                                      21



   If the shelf registration statement is filed, we will use our best efforts
to keep the shelf registration statement continuously effective, supplemented
and amended until the second anniversary of the effective date of the shelf
registration statement or a shorter period that will terminate when all the
notes covered by the shelf registration statement have been sold pursuant to
the shelf registration statement or otherwise cease to be outstanding.

   A holder who sells old notes pursuant to the shelf registration statement
generally will be required to be named as a selling securityholder in the
prospectus and to deliver a copy of the prospectus to purchasers. If we are
required to file a shelf registration statement, we will provide to each holder
of the old notes copies of the prospectus that is a part of the shelf
registration statement and notify each such holder when the shelf registration
statement becomes effective. Such holder will be subject to some of the civil
liability provisions under the Securities Act in connection with these sales
and will be bound by the provisions of the registration rights agreement that
are applicable to such holder (including certain indemnification and
contribution obligations).

   The registration rights agreement requires us to pay the holders of the
notes additional interest if a registration default exists. A registration
default will exist if:

  .   we fail to file any of the registration statements required by the
      registration rights agreement on or prior to the date specified for such
      filing;

  .   any of such registration statements is not declared effective by the SEC
      on or prior to the date specified for such effectiveness;

  .   the exchange offer is required to be consummated under the registration
      rights agreement and is not consummated by August 23, 2002;

  .   the shelf registration statement is declared effective but thereafter,
      during the period for which we are required to maintain the effectiveness
      of the shelf registration statement, it ceases to be effective or usable
      in connection with the resale of the new notes covered by the shelf
      registration statement; or

  .   the exchange offer registration statement is declared effective but
      thereafter, during the period for which we have agreed to make this
      prospectus available to broker-dealers for use in connection with the
      resale of new notes, the exchange offer registration statement ceases to
      be effective (or we restrict the use of the prospectus included in the
      exchange offer registration statement).

   If a registration default exists, the interest rate of the old notes will be
increased by 0.25% per year for the first 90-day period following the
registration default. The interest rate will increase by an additional 0.25%
per year at the beginning of each subsequent 90-day period (or portion thereof)
until all registration defaults have been remedied. The interest rate may not
be increased as a result of registration defaults by more than 1.00% per year.
Following the cure of all registration defaults, the accrual of additional
interest on the old notes will cease and the interest rate will revert to the
original rate.

   The exchange offer is intended to satisfy our exchange offer obligations
under the registration rights agreement. The above summary of the registration
rights agreements is not complete and is subject to, and qualified by reference
to, all of the provisions of the registration rights agreement. A copy of the
registration rights agreement is filed as an exhibit to the registration
statement that includes this prospectus.

   If you participate in the exchange offer, you will, with limited exceptions,
receive notes that are freely tradeable and not subject to restrictions on
transfer. You should read this prospectus under the heading "--Resales of the
New Notes" for more information relating to your ability to transfer new notes.

   The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or the acceptance of the exchange offer would not be in compliance with
the securities laws or blue sky laws of such jurisdiction.

                                      22



Expiration Date; Extensions

   The expiration date at the exchange offer is      , 2002 at 5:00 p.m., New
York City time. We may extend the exchange offer in our sole discretion. If we
extend the exchange offer, the expiration date will be the latest date and time
to which the exchange offer is extended. We will notify the exchange agent of
any extension by oral or written notice and will make a public announcement of
the extension no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date.

   We expressly reserve the right, in our sole and absolute discretion:

  .   to delay accepting any old notes;

  .   to extend the exchange offer;

  .   if any of the conditions under "--Conditions of the Exchange Offer" have
      not been satisfied, to terminate the exchange offer; and

  .   to waive any condition or otherwise amend the terms of the exchange offer
      in any manner.

   If the exchange offer is amended in a manner we deem to constitute a
material change, we will promptly disclose the amendment by means of a
prospectus supplement that will be distributed to the registered holders of the
old notes. Any delay in acceptance, extension, termination or amendment will be
followed promptly by an oral or written notice of the event to the exchange
agent. We will also make a public announcement of the event. Without limiting
the manner in which we may choose to make any pubic announcement and subject to
applicable law, we have no obligation to publish, advertise or otherwise
communicate any such pubic announcement other than by issuing a release to a
national news service.

Terms of the Exchange Offer

   We are offering, upon the terms and subject to the conditions set forth in
this prospectus and in the accompanying letter of transmittal, to exchange
$1,000 in principal amount of new notes for each $1,000 in principal amount of
outstanding old notes. We will accept for exchange any and all old notes that
are validly tendered on or before 5:00 p.m., New York City time, on the
expiration date. Tenders of the old notes may be withdrawn at any time before
5:00 p.m., New York City time, on the expiration date. The exchange offer is
not conditioned upon any minimum principal amount of old notes being tendered
for exchange. However, the exchange offer is subject to the terms of the
registration rights agreement and the satisfaction of the conditions described
under "--Conditions of the Exchange Offer." Old notes may be tendered only in
multiples of $1,000. Holders may tender less than the aggregate principal
amount represented by their old notes if they appropriately indicate this fact
on the letter of transmittal accompanying the tendered old notes or indicate
this fact pursuant to the procedures for book-entry transfer described below.

   As of the date of this prospectus, $200.0 million in aggregate principal
amount of the old notes were outstanding. Solely for reasons of administration,
we have fixed the close of business on       , 2002 as the record date for
purposes of determining the persons to whom this prospectus and the letter of
transmittal will be mailed initially. Only a holder of the old notes (or such
holder's legal representative or attorney-in-fact) whose ownership is reflected
in the records of State Street Bank and Trust Company, as registrar, or whose
notes are held of record by the depositary, may participate in the exchange
offer. There will be no fixed record date for determining the eligible holders
of the old notes who are entitled to participate in the exchange offer. We
believe that, as of the date of this prospectus, no holder is our "affiliate"
(as defined in Rule 405 under the Securities Act).

   We will be deemed to have accepted validly tendered old notes when, as and
if we give oral or written notice of our acceptance to the exchange agent. The
exchange agent will act as agent for the tendering holders of old notes and for
purposes of receiving the new notes from us. If any tendered old notes are not
accepted for exchange because of an invalid tender or otherwise, certificates
for the unaccepted old notes will be returned, without expense, to the
tendering holder as promptly as practicable after the expiration date.

                                      23



   Holders of old notes do not have appraisal or dissenters' rights under
applicable law or the indenture as a result of the exchange offer. We intend to
conduct the exchange offer in accordance with the applicable requirements of
the Exchange Act and the rules and regulations under the Exchange Act,
including Rule 14e-1.

   Holders who tender their old notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
old notes pursuant to the exchange offer. We will pay all charges and expenses,
other than transfer taxes in certain circumstances, in connection with the
exchange offer. See "--Fees and Expenses."

   Neither our company nor our board of directors makes any recommendation to
holders of old notes as to whether to tender any of their old notes pursuant to
the exchange offer. In addition, no one has been authorized to make any such
recommendation. Holders of old notes must make their own decision whether to
participate in the exchange offer and, if the holder chooses to participate in
the exchange offer, the aggregate principal amount of old notes to tender,
after reading carefully this prospectus and the letter of transmittal and
consulting with their advisors, if any, based on their own financial position
and requirements.

Conditions of the Exchange Offer

   You must tender your old notes in accordance with the requirements of this
prospectus and the letter of transmittal in order to participate in the
exchange offer.

   Notwithstanding any other provision of the exchange offer, or any extension
of the exchange offer, we will not be required to accept for exchange any old
notes, and we may terminate or amend the exchange offer if we are not permitted
to effect the exchange offer under applicable law or any interpretation of
applicable law by the staff of the SEC. If we determine in our sole discretion
that any of these events or conditions has occurred, we may, subject to
applicable law:

  .   terminate the exchange offer and return all old notes tendered for
      exchange; or

  .   waive any condition or amend the terms of the exchange offer.

   We expect that the above conditions will be satisfied. The above conditions
are for our sole benefit and may be waived by us at any time in our sole
discretion. Our failure at any time to exercise any of the above rights will
not be a waiver of those rights and each right will be deemed an ongoing right
that may be asserted at any time. Any determination by us concerning the events
described above will be final and binding upon all parties.

   The exchange offer is not conditioned upon any minimal principal amount of
old notes being tendered.

Interest

   Each new note will bear interest from the most recent date to which interest
has been paid or duly provided for on the old note surrendered in exchange for
such new note or, if no interest has been paid or duly provided for on such old
note, from March 27, 2002. Holders of the old notes whose old notes are
accepted for exchange will not receive accrued interest on their old notes for
any period from and after the last interest payment date to which interest has
been paid or duly provided for on their old notes prior to the original issue
date of the new notes or, if no such interest has been paid or duly provided
for, will not receive any accrued interest on their old notes, and will be
deemed to have waived the right to receive any interest on their old notes
accrued from and after such interest payment date or, if no such interest has
been paid or duly provided for, from and after March 27, 2002.

Procedures for Tendering Old Notes

   The tender of a holder's old notes and our acceptance of old notes will
constitute a binding agreement between the tendering holder and us upon the
terms and conditions of this prospectus and the letter of transmittal. Unless a
holder tenders old notes according to the guaranteed delivery procedures or the
book-entry procedures

                                      24



described below, the holder must transmit the old notes, together with a
properly completed and executed letter of transmittal and all other documents
required by the letter of transmittal, to the exchange agent at its address
before 5:00 p.m., New York City time, on the expiration date. The method of
delivery of old notes, letters of transmittal and all other required documents
is at the election and risk of the tendering holder. If delivery is by mail, we
recommend delivery by registered mail, properly insured, with return receipt
requested. Instead of delivery of mail, we recommend that each holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery.

   Any beneficial owner of the old notes whose old notes are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender old notes in the exchange offer should contact that
registered holder promptly and instruct that registered holder to tender on its
behalf. If the beneficial owner wishes to tender directly, it must, prior to
completing and executing the letter of transmittal and tendering old notes,
make appropriate arrangements to register ownership of the old notes in its
name. Beneficial owners should be aware that the transfer of registered
ownership may take considerable time.

   Any financial institution that is a participant in DTC's Book-Entry Transfer
Facility system may make book-entry delivery of the old notes by causing DTC to
transfer the old notes into the exchange agent's account in accordance with
DTC's procedures for such transfer. To be timely, book-entry delivery of old
notes requires receipt of a confirmation of a book-entry transfer before the
expiration date. Although delivery of the old notes may be effected through
book-entry transfer into the exchange agent's account at DTC, the letter of
transmittal, properly completed and executed, with any required signature
guarantees and any other required documents or an agent's message (as described
below), must in any case be delivered to and received by the exchange agent at
its address on or before the expiration date, or the guaranteed delivery
procedure set forth below must be complied with.

   DTC has confirmed that the exchange offer is eligible for DTC's Automated
Tender Offer Program. Accordingly, participants in DTC's Automated Tender Offer
Program may, instead of physically completing and signing the applicable letter
of transmittal and delivering it to the exchange agent, electronically transmit
their acceptance of the exchange offer by causing DTC to transfer old notes to
the exchange agent in accordance with DTC's Automated Tender Offer Program
procedures for transfer. DTC will then send an agent's message to the exchange
agent.

   The term "agent's message" means a message transmitted by DTC, received by
the exchange agent and forming part of the book-entry confirmation, which
states:

  .   that DTC has received an express acknowledgment from a participant in
      DTC's Automated Tender Offer Program that is tendering old notes that are
      the subject of such book-entry confirmation;

  .   that the participant has received and agrees to be bound by the terms of
      the applicable letter of transmittal (or in the case of an agent's
      message relating to guaranteed delivery, that the participant has
      received and agrees to be bound by the applicable notice of guaranteed
      delivery); and

  .   that we may enforce such agreement against that participant.

   Each signature on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old notes are tendered:

  .   by a registered holder who has not completed the box entitled "Special
      Delivery Instructions"; or

  .   for the account of an eligible institution (as described below).

   If a signature on a letter of transmittal or a notice of withdrawal is
required to be guaranteed, the signature must be guaranteed by a participant in
a recognized Medallion Signature Program (a "Medallion Signature Guarantor").
If the letter of transmittal is signed by a person other than the registered
holder of the old notes, the

                                      25



old notes surrendered for exchange must be endorsed by the registered holder,
with the signature guaranteed by a Medallion Signature Guarantor. If any letter
of transmittal, endorsement, bond power, power of attorney or any other
document required by the letter of transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person
should sign in that capacity when signing. Such person must submit to us
evidence satisfactory, in our sole discretion, of his or her authority to so
act unless we waive such requirement.

   As used in this prospectus with respect to the old notes, a "registered
holder" is any person in whose name the old notes are registered on the books
of the registrar. An "eligible institution" is a firm that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or any other "eligible guarantor
institution" as such term is defined in Rule 17Ad-15 under the Exchange Act.

   We will determine in our sole discretion all questions as to the validity,
form, eligibility (including time of receipt), acceptance and withdrawal of old
notes tendered for exchange. Our determination will be final and binding. We
reserve the absolute right to reject old notes not properly tendered and to
reject any old notes if acceptance might, in our judgment or our counsel's
judgment, be unlawful. We also reserve the absolute right to waive any defects
or irregularities or conditions of the exchange offer as to particular old
notes at any time, including the right to waive the ineligibility of any holder
who seeks to tender old notes in the exchange offer.

   Our interpretation of the terms and conditions of the exchange offer,
including the letter of transmittal and its instructions, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of old notes for exchange must be cured within such
period of time as we determine. Neither our company nor the exchange agent is
under any duty to give notification of defects in such tenders or will incur
any liability for failure to give such notification. The exchange agent will
use reasonable efforts to give notification of defects or irregularities with
respect to tenders of old notes for exchange but will not incur any liability
for failure to give such notification. Tenders of old notes will not be deemed
to have been made until such irregularities have been cured or waived.

   By tendering, you will represent to us that, among other things:

  .   you are not our "affiliate" (as defined in Rule 405 under the Securities
      Act);

  .   you will acquire the new notes in the ordinary course of your business;

  .   you are not a broker-dealer that acquired your notes directly from us in
      order to resell them pursuant to Rule 144A under the Securities Act or
      any other available exemption under the Securities Act;

  .   if you are a broker-dealer that acquired your notes as a result of
      market-making or other trading activities, you will deliver a prospectus
      in connection with any resale of new notes; and

  .   you are not participating, do not intend to participate and have no
      arrangement or understanding with any person to participate in the
      distribution of the new notes.

   In connection with a book-entry transfer, each participant will confirm that
it makes the representations and warranties contained in the letter of
transmittal.

Guaranteed Delivery Procedures

   If you wish to tender your old notes and:

  .   your old notes are not immediately available;

  .   you are unable to deliver on time your old notes or any other document
      that you are required to deliver to the exchange agent; or

                                      26



  .   you cannot complete the procedures for delivery by book-entry transfer on
      time;

you may tender your old notes according to the guaranteed delivery procedures
described in the letter of transmittal. Those procedures require that:

  .   tender must be made by or through an eligible institution and a notice of
      guaranteed delivery must be signed by the holder;

  .   on or before the expiration date, the exchange agent must receive from
      the holder and the eligible institution a properly completed and executed
      notice of guaranteed delivery by mail or hand delivery setting forth the
      name and address of the holder, the certificate number or numbers of the
      tendered old notes and the principal amount of tendered old notes; and

  .   properly completed and executed documents required by the letter of
      transmittal and the tendered old notes in proper form for transfer or
      confirmation of a book-entry transfer of such old notes into the exchange
      agent's account at DTC must be received by the exchange agent within four
      business days after the expiration date of the exchange offer.

   Any holder who wishes to tender old notes pursuant to the guaranteed
delivery procedures must ensure that the exchange agent receives the notice of
guaranteed delivery and letter of transmittal relating to such old notes before
5:00 p.m., New York City time, on the expiration date.

Acceptance of Old Notes for Exchange; Delivery of New Notes

   Upon satisfaction or waiver of all the conditions to the exchange offer, we
will accept old notes that are properly tendered in the exchange offer prior to
5:00 p.m., New York City time, on the expiration date. The new notes will be
delivered promptly after acceptance of the old notes. For purposes of the
exchange offer, we will be deemed to have accepted validly tendered old notes
when, as and if we have given notice to the exchange agent.

Withdrawal Rights

   Tenders of the old notes may be withdrawn by delivery of a written or
facsimile transmission notice to the exchange agent at its address set forth
under "--The Exchange Agent; Assistance" at any time before 5:00 p.m., New York
City time, on the expiration date. Any such notice of withdrawal must:

  .   specify the name of the person having deposited the old notes to be
      withdrawn;

  .   identify the old notes to be withdrawn, including the certificate number
      or numbers and principal amount of such old notes, or, in the case of old
      notes transferred by book-entry transfer, the name and number of the
      account at DTC to be credited;

  .   be signed by the holder in the same manner as the original signature on
      the letter of transmittal by which old notes were tendered, including any
      required signature guarantees, or be accompanied by a bond power in the
      name of the person withdrawing the tender, in satisfactory form as
      determined by us in our sole discretion, executed by the registered
      holder, with the signature guaranteed by a Medallion Signature Guarantor,
      together with the other documents required upon transfer by the
      indenture; and

  .   specify the name in which the old notes are to be re-registered, if
      different from the person who deposited the old notes.

   All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by us, in our sole discretion. Any
old notes withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the exchange offer and will be returned to the holder
without cost as soon as practicable after withdrawal. Properly withdrawn old
notes may be retendered pursuant to the procedures described under "
- --Procedures for Tendering Old Notes" at any time on or before the expiration
date.

                                      27



The Exchange Agent; Assistance

   State Street Bank and Trust Company is the exchange agent. All tendered old
notes, executed letters of transmittal and other related documents should be
directed to the exchange agent. Questions and requests for assistance and
requests for additional copies of the prospectus, the letter of transmittal and
other related documents should be addressed to the exchange agent as follows:

               By Registered or           By Hand or Overnight
               Certified Mail:            Courier:

               State Street Bank and      State Street Bank and
               Trust Company Corporate    Trust Company Corporate
               Trust Department P.O.      Trust Window, 5th Floor 2
               Box 778 Boston,            Avenue de
               Massachusetts 02102-0778   Lafayette Boston,
                                          Massachusetts 02111-1724

                  To Confirm by Telephone or for Information:

                     (617) 662-1525 Attn: Mackenzie Elijah

Fees and Expenses

   We will bear the expenses of soliciting old notes for exchange. The
principal solicitation is being made by mail by the exchange agent. Additional
solicitation may be made by telephone, facsimile or in person by officers and
regular employees of our company and our affiliates and by persons so engaged
by the exchange agent.

   We will pay the exchange agent reasonable and customary fees for its
services and will reimburse the exchange agent for its reasonable out-of-pocket
expenses in connection with its services and pay other registration expenses,
including fees and expenses of the trustee under the indenture, filing fees,
blue sky fees and printing and distribution expenses.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptance of the exchange offer.

   We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. If, however, a transfer tax is imposed
for any reason other than the exchange of old notes pursuant to the exchange
offer, then the amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the tendering
holder. If satisfactory evidence of payment of those taxes or exemption is not
submitted with the letter of transmittal, the amount of those transfer taxes
will be billed directly to such tendering holder.

Accounting Treatment

   The new notes will be recorded at the same carrying value as the old notes,
as reflected in our accounting records on the date of the exchange.
Accordingly, we will recognize no gain or loss for accounting purposes. The
expenses of the exchange offer will be amortized over the term of the new notes.

Consequences of Not Exchanging Old Notes

   As a result of this exchange offer, we will have fulfilled most of our
obligations under the registration rights agreement. Holders who do not tender
their old notes, except for certain instances involving the initial purchasers
or holders of old notes who are not eligible to participate in the exchange
offer or who do not receive freely transferrable new notes pursuant to the
exchange offer, will not have any further registration rights under the
registration rights agreement or otherwise and will not have rights to receive
additional interest. Accordingly, any

                                      28



holder who does not exchange its old notes for new notes will continue to hold
the untendered old notes and will be entitled to all the rights and subject to
all the limitations applicable under the indenture, except to the extent that
such rights or limitations, by their terms, terminate or cease to have further
effectiveness as a result of the exchange offer.

   Any old notes that are not exchanged for new notes pursuant to the exchange
offer will remain restricted securities within the meaning of the Securities
Act. In general, such old notes may be resold only:

  .   to our company or any of our subsidiaries;

  .   inside the United States to a "qualified institutional buyer" in
      compliance with Rule 144A under the Securities Act;

  .   inside the United States to an institutional "accredited investor" (as
      defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or
      an "accredited investor" that, prior to such transfer, furnishes or has
      furnished on its behalf by a U.S. broker-dealer to the trustee under the
      indenture a signed letter containing certain representations and
      agreements relating to the restrictions on transfer of the new notes, the
      form of which letter can be obtained from the trustee;

  .   outside the United States in compliance with Rule 904 under the
      Securities Act;

  .   pursuant to the exemption from registration provided by Rule 144 under
      the Securities Act, if available; or

  .   pursuant to an effective registration statement under the Securities Act.

   Each accredited investor that is not a qualified institutional buyer and
that is an original purchaser of any of the old notes from the initial
purchasers will be required to sign a letter confirming that it is an
accredited investor under the Securities Act and that it acknowledges the
transfer restrictions summarized above.

Resales of the New Notes

   We are making the exchange offer in reliance on the position of the staff of
the SEC as set forth in interpretive letters addressed to third parties in
other transactions. However, we have not sought our own interpretive letter.
Although there has been no indication of any change in the staff's position, we
cannot assure you that the staff of the SEC would make a similar determination
with respect to the exchange offer as it has in its interpretive letters to
third parties. Based on these interpretations by the staff, and except as
provided below, we believe that new notes may be offered for resale, resold and
otherwise transferred by a holder who participates in the exchange offer and is
not a broker-dealer without further compliance with the registration and
prospectus delivery provisions of the Securities Act. In order to receive new
notes that are freely tradeable, a holder must acquire the new notes in the
ordinary course of its business and may not participate, or have any
arrangement or understanding with any person to participate, in the
distribution (within the meaning of the Securities Act) of the new notes.
Holders wishing to participate in the exchange offer must make the
representations described in "--Procedures for Tendering Old Notes" above.

   Any holder of old notes:

  .   who is our "affiliate" (as defined in Rule 405 under the Securities Act);

  .   who did not acquire the new notes in the ordinary course of its business;

  .   who is a broker-dealer that purchased old notes from us to resell them
      pursuant to Rule 144A under the Securities Act or any other available
      exemption under the Securities Act; or

                                      29



  .   who intends to participate in the exchange offer for the purpose of
      distributing (within the meaning of the Securities Act) new notes;

will be subject to separate restrictions. Each holder in any of the above
categories:

  .   will not be able to rely on the interpretations of the staff of the
      Securities Act in the above-mentioned interpretive letters;

  .   will not be permitted or entitled to tender old notes in the exchange
      offer; and

  .   must comply with the registration and prospectus delivery requirements of
      the Securities Act in connection with any sale or other transfer of old
      notes, unless such sale is made pursuant to an exemption from such
      requirements.

   If you are a broker-dealer, an "affiliate" of ours, or have an arrangement
or understanding with any person to participate in, a distribution of the new
notes issued in the exchange offer, you cannot rely on the position of the
staff of the SEC contained in the no-action letters mentioned above and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction, unless an exemption
from registration is otherwise available.

   Each broker-dealer that receives new notes for its own account in exchange
for old notes, which the broker-dealer acquired as a result of market-making
activities or other trading activities, may be deemed an "underwriter" with in
the meaning of the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
the new notes. Each such broker-dealer that receives new notes for its own
account in exchange for old notes, where the broker-dealer acquired the old
notes as a result of market-making activities or other trading activities, must
acknowledge, as provided in the letter of transmittal, that it will deliver a
prospectus in connection with any resale of such new notes. For more detailed
information, see "Plan of Distribution."

   In addition, to comply with the securities laws of various jurisdictions, if
applicable, the new notes may not be offered or sold unless they have been
registered or qualified for sale in the jurisdiction or an exemption from
registration or qualification is available and is complied with. We have
agreed, pursuant to the registration rights agreement and subject to specified
limitations therein, to register or qualify the new notes for offer or sale
under the securities or blue sky laws of the jurisdictions as any holder of the
new notes reasonably requests.

                                      30



                         DESCRIPTION OF THE NEW NOTES

   The old notes were, and the new notes will be, issued as a single series of
securities under the Indenture, dated as of March 27, 2002, among Isle of
Capri, as issuer, certain of Isle of Capri's subsidiaries, as subsidiary
guarantors, and State Street Bank and Trust Company, as trustee. The form and
terms of the new notes are substantially identical to the form and terms of the
old notes, except that the new notes:

  .   will be registered under the Securities Act; and

  .   will not bear any legends restricting transfer.

   The new notes will be issued solely in exchange for an equal principal
amount of old notes. As of the date of this prospectus, $200.0 million
aggregate principal amount of old notes is outstanding.

   In the following summaries:

  .   "new notes" refers to the registered notes being offered by this
      prospectus;

  .   "old notes" refers to your old notes that may be exchanged for new notes
      in the exchange offer;

  .   "notes" refers collectively to the new notes and the old notes; and

  .   "Isle of Capri" refers only to Isle of Capri Casinos, Inc. and not to any
      of its Subsidiaries.

   The following summaries of certain provisions of the indenture are not
complete and are subject to all the provisions of the indenture. Wherever we
refer to particular sections or defined terms used in the indenture, such
sections or defined terms are automatically incorporated into this prospectus.
We have filed a copy of the indenture with the SEC and the indenture is
incorporated by reference into the registration statement. The meanings of some
of the terms that are important in understanding the following summaries are
set forth below under the subheading "Definitions."

Brief Description of the New Notes and the Guarantees

  The New Notes

   The New Notes will be:

  .   general unsecured obligations of Isle of Capri;

  .   subordinated in right of payment to all existing and future Senior
      Indebtedness of Isle of Capri;

  .   equal in right of payment to all existing and future senior subordinated
      Indebtedness of Isle of Capri, including the $390.0 million in
      outstanding principal amount of Isle of Capri's 83/4% Senior Subordinated
      Notes due 2009 (the "Existing Notes");

  .   effectively subordinated to all secured Indebtedness of Isle of Capri;

  .   senior in right of payment to any future Indebtedness of Isle of Capri
      that is specifically subordinated to the new notes; and

  .   unconditionally guaranteed by the Subsidiary Guarantors.

  The Guarantees

   The new notes will be guaranteed by each of the existing and future
Significant Restricted Subsidiaries of Isle of Capri (subject to the receipt of
required approvals of any applicable Gaming Authority), which are initially
substantially all of the subsidiaries of Isle of Capri except Casino America of
Colorado, Inc. and its 57%-owned Subsidiary, Black Hawk LLC, and its
Subsidiaries.

                                      31



   The Subsidiary Guarantees of the new notes will be:

  .   general unsecured obligations of each Subsidiary Guarantor;

  .   subordinated in right of payment to all existing and future Senior
      Indebtedness of each Subsidiary Guarantor;

  .   equal in right of payment to all existing and future senior subordinated
      indebtedness of the Subsidiary Guarantors, including the Subsidiary
      Guarantees with respect to Existing Notes;

  .   effectively subordinated to all secured Indebtedness of each Subsidiary
      Guarantor; and

  .   senior in right of payment to any future Indebtedness of each Subsidiary
      Guarantor that is specifically subordinated to the Subsidiary Guarantees.

   As of January 27, 2002, we and our Significant Restricted Subsidiaries had
approximately $366.9 million of Senior Indebtedness outstanding and our
subsidiaries that are not Subsidiary Guarantors had approximately $82.9 million
of debt and other liabilities outstanding that would be effectively senior to
Isle of Capri's payment obligations on the new notes. As indicated above and as
discussed in detail below under the subheading "Subordination," payments on the
new notes will be subordinated to the payment of Senior Indebtedness of Isle of
Capri and payments under the Subsidiary Guarantees will be subordinated to the
payment of Senior Indebtedness of the Subsidiary Guarantors. The indenture will
permit Isle of Capri and the Subsidiary Guarantors to incur additional Senior
Indebtedness.

   All of our Subsidiaries are currently "Restricted Subsidiaries," except for
Casino America of Colorado, Inc., Black Hawk LLC and its Subsidiaries, which
are "Unrestricted Subsidiaries." However, under the circumstances described
below under the subheading "Restricted and Unrestricted Subsidiaries," are
permitted to designate certain of our Subsidiaries as "Unrestricted
Subsidiaries." Unrestricted Subsidiaries are not subject to many of the
restrictive covenants in the indenture. Unrestricted Subsidiaries and
Restricted Subsidiaries that are not Significant Restricted Subsidiaries will
not guarantee the new notes.

Principal, Maturity and Interest

   The new notes will be unsecured senior subordinated obligations of Isle of
Capri. Isle of Capri will be permitted to issue additional notes from time to
time under the indenture provided that Isle of Capri is able to incur the
Indebtedness represented by any such additional notes in accordance with the
covenant described under the caption "Certain Covenants--Limitation on
Indebtedness." All notes issued under the indenture, including the new notes
and any such additional notes, will be treated as a single class for all
purposes under the indenture, including without limitation, waivers,
amendments, redemptions and offers to purchase.

   The new notes and any additional notes subsequently issued under the
indenture will mature on March 15, 2012; will accrue interest at the rate of 9%
per annum; and interest will be payable semiannually on each March 15 and
September 15, to the holders of record of new notes at the close of business on
each March 1 and September 1 immediately preceding such interest payment date.
Interest on the new notes will accrue from the most recent date to which
interest has been paid or duly provided for on the old notes surrendered in
exchange for such new notes or, if no interest has been paid or duly provided
for on such old notes, from March 27, 2002 and the first interest payment date
thereon will be September 15, 2002. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.

   The new notes will be issued only in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. Principal of,
premium, if any, and interest on the new notes will be payable, and the new
notes will be transferable, at the office or agency of Isle of Capri maintained
for such purposes in the City of New York. Until otherwise designated by Isle
of Capri, Isle of Capri's office or agency in New York will be the office of
the trustee maintained for such purpose. In addition, interest may be paid by
wire transfer or check

                                      32



mailed to the Person entitled thereto as shown on the register for the new
notes. No service charge will be made for any registration of transfer or
exchange of the new notes, except for any tax or other governmental charge that
may be imposed in connection therewith.

Ranking

   The new notes will rank subordinate in right of payment to all existing and
future Senior Indebtedness of Isle of Capri, senior in right of payment to all
future subordinated Indebtedness of Isle of Capri and equal in right of payment
with any other future senior subordinated Indebtedness of Isle of Capri,
including the Existing new notes and any other notes that are issued under the
indenture. Under the indenture, Isle of Capri and its Restricted Subsidiaries
may incur additional Indebtedness, including Indebtedness which is senior to or
equal in right of payment with the new notes, subject to the limitations set
forth under the subheading "Certain Covenants--Limitation on Indebtedness."
Additional Indebtedness in the form of permitted FF&E Financing or Capitalized
Lease Obligations and certain other Indebtedness may be secured by certain
assets of Isle of Capri or a Restricted Subsidiary, as applicable. See "Certain
Covenants--Limitation on Liens."

Subsidiary Guarantees

   Isle of Capri's payment obligations under the new notes will be jointly,
severally, fully and unconditionally guaranteed on an unsecured senior
subordinated basis by each of Isle of Capri's existing and future Significant
Restricted Subsidiaries, subject to the receipt of required approvals of any
applicable Gaming Authority. The Subsidiary Guarantees will be subordinated in
right of payment to all existing and future Senior Indebtedness of the
Subsidiary Guarantors. The new notes are not guaranteed by Casino America of
Colorado, Inc., Black Hawk LLC or their Subsidiaries, any future Unrestricted
Subsidiaries or any existing or future Restricted Subsidiaries that are not
Significant Restricted Subsidiaries.

   The indenture contains provisions the intent of which is to provide that the
obligations of each Subsidiary Guarantor will be limited to the maximum amount
that will, after giving effect to all other contingent and fixed liabilities of
such Subsidiary Guarantor and after giving effect to any collections from,
rights to receive contributions from, or payments made by or on behalf of, any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its
contribution obligations under the indenture, result in the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under any applicable federal,
state or foreign law. Each Subsidiary Guarantor that makes a payment or
distribution under a Subsidiary Guarantee shall be entitled to contribution
from each other Subsidiary Guarantor so long as the exercise of such right does
not impair the rights of the holders of the new notes. See "Risk Factors--The
Guarantees May Be Unenforceable due to Fraudulent Conveyance Statutes."

   The indenture provides that in the event of:

   (1) a sale or other disposition of all or substantially all of the assets of
       any Subsidiary Guarantor or the sale of a Subsidiary Guarantor by way of
       merger, consolidation or otherwise that, in each case, complies with the
       provisions set forth under the subheading "Certain Covenants--Limitation
       on Asset Sales and Events of Loss";

   (2) a Subsidiary Guarantor becoming an Unrestricted Subsidiary pursuant to
       the terms of the indenture; or

   (3) a sale or other disposition of all of the Capital Stock of any
       Subsidiary Guarantor that complies with the provisions set forth under
       the subheading "Certain Covenants--Limitation on Asset Sales and Events
       of Loss";

then such Subsidiary Guarantor or the corporation acquiring such assets, as
applicable, shall be immediately released and relieved of any obligations under
its Subsidiary Guarantee without any further action, provided that Isle of
Capri complies with the provisions of the covenant described under the
subheading "Certain Covenants--Limitation on Asset Sales and Events of Loss."

                                      33



Redemption and Repurchase Offers

  Optional Redemption

   The new notes will be redeemable, in whole or in part, at Isle of Capri's
option, at any time on or after March 15, 2007 at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest to the applicable redemption date, if redeemed during the
12-month period beginning on of the years indicated below:



                         Year                Percentage
                         ----                ----------
                                          
                         2007...............  104.500%
                         2008...............  103.000%
                         2009...............  101.500%
                         2010 and thereafter  100.000%


  Equity Proceeds Redemption

   In the event that Isle of Capri consummates a Qualified Public Equity
Offering on or before March 15, 2005, Isle of Capri may redeem, at its option,
up to 35% of the aggregate outstanding notes at a redemption price of 109.00%
of the principal amount of the notes so redeemed plus accrued and unpaid
interest to the redemption date, provided that, after any such redemption, at
least $130.0 million in principal amount of notes remains outstanding.

  Change of Control Repurchase Offer

   In the event that a Change of Control shall occur, Isle of Capri is
obligated to make an offer to purchase all outstanding new notes at a
redemption price of 101% of the principal amount thereof, plus accrued and
unpaid interest thereon to the repurchase date. There can be no assurance,
however, that Isle of Capri will have sufficient funds to repurchase the new
notes in that circumstance. If a Change of Control occurs, Isle of Capri is
obligated to notify the holders of new notes in writing of such occurrence and
to make an offer to purchase (the "Change of Control Offer"), on a business day
(the "Change of Control Payment Date") not later than 60 days following the
date of the Change of Control, all new notes then outstanding at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Change of Control Payment Date. The Change of Control
Offer is required to remain open for at least 20 business days and until the
close of business on the Change of Control Payment Date. Neither the Board of
Directors nor the trustee may waive or amend Isle of Capri's obligation to so
offer to purchase all outstanding new notes in the event of a Change of Control
without the holders of all of the outstanding notes consenting to such waiver
or amendment. See "Amendments and Waiver."

   There can be no assurance that Isle of Capri's debt instruments will permit
a Change of Control Offer to be made. In particular, Isle of Capri's Bank
Credit Facility provides that prior to making any such offer Isle of Capri
would be required to (i) repay in full all obligations (including any unpaid
principal, interest, fees, costs and expenses) owed by Isle of Capri under the
Bank Credit Facility) and terminate all commitments relating to the
Indebtedness under the Bank Credit Agreement or offer to repay in full all
obligations (including any unpaid principal, interest, fees, costs and
expenses) owing by Isle of Capri under the Bank Credit Facility and terminate
all commitments relating to the Indebtedness under the Bank Credit Facility and
to repay such obligations owed to each lender which has accepted such offer, or
(ii) obtain the requisite consents under the Bank Credit Facility to permit the
prepayment of the new notes. Failure to make a Change of Control Offer upon a
Change of Control would constitute a default under the indenture, even if such
Change of Control Offer is prohibited by Isle of Capri's debt instruments.

  Gaming Redemption

   Notwithstanding any other provision of the indenture, if any Gaming
Authority requires that a holder or beneficial owner of new notes must be
licensed, qualified or found suitable under any appl icable gaming law and the
holder or beneficial owner fails to apply for a license, qualification or a
finding of suitability within 30 days

                                      34



after being requested to do so in such circumstance by the Gaming Authority or
by Isle of Capri pursuant to an order of the Gaming Authority, or if such
holder or such beneficial owner is not so licensed, qualified or found
suitable, Isle of Capri shall have the right, at its option:

   (1) to require such holder or beneficial owner to dispose of such holder's
       or beneficial owner's new notes within 30 days of receipt of such notice
       or such finding by the applicable Gaming Authority or such earlier date
       as may be ordered by such Gaming Authority; or

   (2) to redeem the new notes of such holder or beneficial owner at a
       redemption price equal to the lesser of:

      (a) the principal amount thereof, and

      (b) the price at which such holder or beneficial owner acquired the new
          notes,

together with, in either case, accrued and unpaid interest, if any, to the
earlier of the date of redemption or the date of the finding of unsuitability,
if any, by such Gaming Authority, which may be less than 30 days following the
notice of redemption, if so ordered by such Gaming Authority. Isle of Capri
shall notify the trustee in writing of any such redemption as soon as
practicable. The holder or beneficial owner of new notes applying for a
license, qualification or a finding of suitability is obligated to pay all
costs of the licensure or investigation for such qualification or finding of
suitability.

  Selection and Notice

   In the event that less than all of the notes are to be redeemed or
repurchased at any time, selection of notes for redemption or repurchase will
be made by the trustee on a pro rata basis, by lot or by such other method, if
any, as the trustee shall deem fair and appropriate; provided that no notes in
a principal amount of $1,000 or less shall be redeemed or repurchased in part.
Unless otherwise specified herein, notice of a redemption of or an offer to
repurchase new notes shall be mailed by first class mail not less than 30 days
nor more than 60 days before the redemption or repurchase date to each holder
of new notes at its registered address. If any new note is to be redeemed or
repurchased in part only, the notice of redemption or offer to repurchase that
relates to such new note shall state the portion of the principal amount
thereof to be redeemed or repurchased. A new note in a principal amount equal
to the unredeemed or unpurchased portion thereof will be issued in the name of
the holder thereof upon cancellation of the original new note. On and after the
redemption or repurchase date, interest will cease to accrue on new notes or
portions thereof redeemed or repurchased or called for redemption pursuant to
the optional and mandatory redemption provisions and not forwarded for
redemption.

   Isle of Capri will comply with Rule 14e-1 promulgated under the Exchange
Act, as amended, in making any offer to repurchase new notes described above.

   Certain instruments, agreements or other documents evidencing, governing or
otherwise relating to Indebtedness of Isle of Capri and its Subsidiaries may
prohibit any such repurchases or redemptions unless such Indebtedness has been
repaid in full and such instruments, agreements or other documents have been
terminated. In addition, a Change of Control might constitute an event of
default with respect to such Indebtedness permitting the holder (or an agent or
other representative of such holder on its behalf) to accelerate the maturity
thereof. In the event of a Change of Control, Isle of Capri will likely be
required to refinance such Indebtedness and may need to incur additional
Indebtedness in order to make payments for new notes to be redeemed or
repurchased. There can be no assurance that Isle of Capri will be able to
refinance such Indebtedness or to incur additional Indebtedness in order to
make such payments.

Restricted and Unrestricted Subsidiaries

   The indenture provides that, subject to the exceptions described below, each
of the Isle of Capri's Subsidiaries other than Casino America of Colorado, Inc.
and Black Hawk LLC and its Subsidiaries, and any entity that becomes a direct
or indirect Subsidiary of Isle of Capri in the future will be a Restricted
Subsidiary

                                      35



unless Isle of Capri designates the Subsidiary to be an Unrestricted
Subsidiary. Except as provided below, Isle of Capri may designate any existing
or future Subsidiary of Isle of Capri as an Unrestricted Subsidiary, provided
that

   (1) the Subsidiary to be so designated does not own any Indebtedness or
       Capital Stock or own or hold any Lien on any asset or property of Isle
       of Capri or any other Restricted Subsidiary;

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

      (a) Isle of Capri could incur $1.00 of Indebtedness pursuant to the
          covenant described under the subheading "Certain
          Covenants--Limitation on Indebtedness" (other than under clauses 2(a)
          through (2)(h) thereof),

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

      (c) Isle of Capri could make, pursuant to the covenant described under
          the subheading "Certain Covenants--Limitation on Restricted
          Payments," the Restricted Payment arising from the designation as
          described in the next paragraph and

   (3) all transactions between the Subsidiary to be so designated and its
       Affiliates remaining in effect are permitted pursuant to the covenant
       described under the subheading "Certain Covenants--Limitation on
       Transactions with Affiliates."

   Notwithstanding the foregoing, Isle of Capri may not designate any existing
or future Subsidiary that holds, owns or operates, directly or indirectly, any
assets or function directly relating to or necessary for the conduct of casino
gaming at the Isle-Biloxi, the Isle-Vicksburg, the Isle-Bossier City, the
Isle-Lake Charles, the Isle-Lula, the Isle-Boonville, the Isle-Kansas City, the
Isle-Bettendorf and the Rhythm City-Davenport as an Unrestricted Subsidiary.
Any Investment made by Isle of Capri or any Restricted Subsidiary in a
Restricted Subsidiary which is redesignated an Unrestricted Subsidiary shall
thereafter be considered as having been a Restricted Payment (to the extent not
previously included as a Restricted Payment) made on the day such Subsidiary is
designated an Unrestricted Subsidiary in the amount of the greater of

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

   (2) the amount of the Investments made by Isle of Capri and any of its
       Restricted Subsidiaries in such Subsidiary.

   Any Subsidiary Guarantee entered into by a Restricted Subsidiary which is
subsequently redesignated an Unrestricted Subsidiary shall be automatically
released at such time as the Restricted Subsidiary becomes an Unrestricted
Subsidiary. Unless so designated as an Unrestricted Subsidiary, any Subsidiary
of Isle of Capri shall be classified as a Restricted Subsidiary.

   An Unrestricted Subsidiary may be redesignated a Restricted Subsidiary,
provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of Isle of Capri of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if

   (1) such Indebtedness is permitted to be incurred under the covenant
       described under the subheading "Certain Covenants--Limitation on
       Indebtedness" (other than under clauses 2(a) through 2(h) thereof); and

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

   The designation of an Unrestricted Subsidiary or the removal of such
designation is required to be made by the Board of Directors of Isle of Capri,
such designation to be evidenced by a Board Resolution stating that the

                                      36



Board of Directors has made such designation in accordance with the indenture,
and Isle of Capri is required to deliver to the trustee this Board Resolution
together with an Officers' Certificate certifying that the designation complies
with the indenture. Such designation will be effective as of the date specified
in the applicable Board Resolution, which may not be before the date the
applicable Officers' Certificate is delivered to the trustee.

Subordination

   The payment of the principal of, premium, if any, and interest on and any
other amounts owing with respect to the new notes will be subordinated in right
of payment, as described below, to the prior payment in full of all Senior
Indebtedness.

   The indenture will provide that in the event of any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relating to Isle of Capri,
or any liquidation, dissolution or other winding-up of Isle of Capri, whether
voluntary or involuntary, or any assignment for the benefit of creditors or
other marshaling of assets or liabilities of Isle of Capri:

   (1) all Senior Indebtedness of Isle of Capri and Senior Indebtedness of the
       Subsidiary Guarantors must be paid in full before any payment or
       distribution (excluding any payment or distribution of certain permitted
       equity or subordinated securities) is made on account of the principal
       of, premium, if any, or interest on, or any other amounts owing with
       respect to the new notes or the Subsidiary Guarantees, respectively; and

   (2) until all Senior Indebtedness is paid in full, any distribution to which
       holders of the new notes would be entitled but for this provision shall
       be made to holders of Senior Indebtedness as their interests may appear,
       except that holders of the new notes may receive Capital Stock or any
       debt securities that are subordinated to Senior Indebtedness to at least
       the same extent as the new notes.

   Similarly, in the event of a bankruptcy, liquidation, reorganization or
similar proceeding relating to any Subsidiary Guarantor, its assets would be
available to pay obligations under its Subsidiary Guarantee only after all
Senior Indebtedness of that Subsidiary Guarantor is paid in full.

   During the continuance of any default in the payment of any Designated
Senior Indebtedness of Isle of Capri or a Subsidiary Guarantor at maturity or
pursuant to which the maturity thereof may immediately be accelerated beyond
any applicable grace period, no payment or distribution of any assets of Isle
of Capri or such Subsidiary Guarantor of any kind or character (excluding any
payment or distribution of certain permitted equity or subordinated securities
and other than payments from trusts previously created pursuant to the
provisions described under the subheading "Defeasance") shall be made on
account of the principal of, premium, if any, or interest on, or any other
amounts owing with respect to, or the purchase, redemption or other acquisition
of, the new notes unless and until such default has been cured or waived or has
ceased to exist or such Designated Senior Indebtedness shall have been
discharged or paid in full.

   During the continuance of any non-payment default with respect to any
Designated Senior Indebtedness of Isle of Capri or a Subsidiary Guarantor
pursuant to which the maturity thereof may be accelerated (in accordance with
its terms a "Non-payment Default") and after the receipt by the trustee from
the representatives of holders of such Designated Senior Indebtedness of a
written notice of such Non-payment Default, no payment or distribution of any
assets of Isle of Capri or such Subsidiary Guarantor of any kind or character
(excluding any payment or distribution of certain permitted equity or
subordinated securities and other than payments from trusts previously created
pursuant to the provisions described under the subheading "Defeasance") may be
made by Isle of Capri or such Subsidiary Guarantor on account of the principal
of, premium, if any, or interest on, or any other amounts owing with respect
to, or the purchase, redemption or other acquisition of, the new notes for the
period specified below (the "Payment Blockage Period").

                                      37



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

   (1) 179 days shall have elapsed since the receipt of such notice of a
       Non-payment Default (provided that such Designated Senior Indebtedness
       shall not theretofore have been accelerated);

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

   (3) such Payment Blockage Period shall have been terminated by written
       notice to Isle of Capri or the trustee from the representatives of
       holders of Designated Senior Indebtedness initiating such Payment
       Blockage Period.

   After the end of any Payment Blockage Period, Isle of Capri shall promptly
resume making any and all required payments in respect of the new notes,
including any missed payments. Notwithstanding anything in the subordination
provisions of the indenture or the new notes to the contrary,

   (1) in no event shall a Payment Blockage Period extend beyond 179 days from
       the date of the receipt by the trustee of the notice initiating such
       Payment Blockage Period;

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

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

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

   As used herein, the term "Designated Senior Indebtedness" means (1)
Indebtedness incurred under the Bank Credit Facility and (2) any other Senior
Indebtedness in a principal amount of at least $25.0 million outstanding which,
at the time of determination, is specifically designated in the instrument
governing such Senior Indebtedness as "Designated Senior Indebtedness" by Isle
of Capri and is otherwise permitted to be "Designated Senior Indebtedness"
under the Bank Credit Facility.

   If Isle of Capri fails to make any payment on the new notes when due or
within any applicable grace period, whether or not on account of the payment
blockage provisions referred to above, such failure would constitute an Event
of Default under the indenture and would enable the holders of the new notes to
accelerate the maturity thereof. See the information under the subheading
"Events of Default and Remedies."

   By reason of such subordination, in the event of liquidation or insolvency,
creditors of Isle of Capri who are holders of Senior Indebtedness may recover
more, ratably, than the holders of the new notes and funds which would be
otherwise payable to the holders of the new notes will be paid to the holders
of Senior Indebtedness to the extent necessary to pay the Senior Indebtedness
in full, and Isle of Capri may be unable to meet its obligations fully with
respect to the new notes.

Certain Covenants

   Set forth below are summaries of certain covenants contained in the
indenture.

   Limitation on Indebtedness

   (1) The indenture provides that Isle of Capri may not, and may not cause or
permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume, suffer to exist, guarantee or in any manner become

                                      38



liable for the payment of ("incur") any Indebtedness (including any Acquired
Indebtedness) or any Disqualified Stock unless:

      (a) such Indebtedness or Disqualified Stock is incurred by Isle of Capri
          or a Subsidiary Guarantor;

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

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

   (2) Notwithstanding the foregoing, Isle of Capri and its Restricted
       Subsidiaries may incur:

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

      (b) Indebtedness under the old notes and the new notes, the Subsidiary
          Guarantees and the indenture;

      (c) Indebtedness outstanding on March 27, 2002;

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

          (i) the principal amount of FF&E Financing and Capitalized Lease
              Obligations outstanding on April 23, 1999; plus

         (ii) $15.0 million; plus

        (iii) $10.0 million times the number of Casinos acquired or developed
              by the Company and its Restricted Subsidiaries after April 23,
              1999; plus

         (iv) $7.5 million times the number of Casino Hotels acquired or
              developed by the Company and its Restricted Subsidiaries after
              April 23, 1999;

      (e) Indebtedness in respect of performance bonds, letters of credit,
          bankers' acceptances and surety and appeal bonds incurred in the
          ordinary course of business, other than such Indebtedness outstanding
          on March 27, 2002 (or refinancings thereof permitted under clause (f)
          below), in an amount not to exceed $15.0 million in the aggregate at
          any time outstanding; Interest Rate and Currency Protection
          Obligations entered into in connection with the incurrence of
          Indebtedness otherwise permitted under the indenture; and
          Indebtedness arising under agreements providing for indemnification,
          adjustment of purchase price and similar obligations in connection
          with the disposition of property or assets;

      (f) Indebtedness issued in exchange for or to repay, prepay, repurchase,
          redeem, defease, retire or refinance ("refinance") any Indebtedness
          (x) incurred pursuant to the provisions of Section (1) above or (y)
          permitted by clauses (b) or (c) above or this clause (f) of this
          Section 2, provided that:

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

                                      39



         (ii) the Indebtedness so issued:

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

             (B) has an average life to Stated Maturity equal to or greater
                 than the remaining average life to Stated Maturity of the
                 Indebtedness so exchanged or refinanced; and

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

      (g) Indebtedness incurred by Isle of Capri and its Restricted
          Subsidiaries under one or more Credit Facilities in an aggregate
          principal amount at any one time outstanding not to exceed the
          greater of (i) $400.0 million and (ii) 1.5 times the Consolidated
          Cash Flow of Isle of Capri and its Restricted Subsidiaries for the
          period consisting of the four full fiscal quarters for which
          financial statements are available that immediately precede the date
          on which the Indebtedness is incurred (less any Indebtedness incurred
          pursuant to this clause (g) that is permanently prepaid, repaid,
          redeemed, purchased or retired with Net Cash Proceeds from any Asset
          Sale or Event of Loss pursuant to the terms of the covenant described
          under the subheading "Limitation on Asset Sales and Events of Loss");
          and

      (h) Indebtedness, other than Indebtedness permitted by clauses (a)
          through (g) above, which does not exceed $25.0 million (less any
          Indebtedness incurred pursuant to this clause (h) that is permanently
          prepaid, repaid, redeemed, purchased or retired with Net Cash
          Proceeds from any Asset Sale or Event of Loss pursuant to the terms
          of the covenant described under the subheading "Limitation on Asset
          Sales and Events of Loss") in the aggregate at any time outstanding.

  Limitation on Liens

   Isle of Capri may not, and may not cause or permit any Restricted
Subsidiary, directly or indirectly, to, create, incur, assume or suffer to
exist any Lien of any kind upon any of its property or assets (including,
without limitation, any income or profits) now owned or acquired by it after
April 23, 1999 or any proceeds therefrom, unless the new notes are equally and
ratably secured (except that Liens securing Subordinated Indebtedness shall be
expressly subordinate to the Liens securing the notes to the same extent such
Subordinated Indebtedness is subordinate to the notes), other than:

   (1) Liens existing on April 23, 1999;

   (2) Liens securing Senior Indebtedness of Isle of Capri and the Subsidiary
       Guarantors permitted to be incurred under the indenture;

   (3) Liens securing FF&E Financing or Capitalized Lease Obligations permitted
       pursuant to clause (2)(d) of the covenant described under the subheading
       "Limitation on Indebtedness"; provided that:

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

      (b) the Indebtedness secured by such Lien shall have otherwise been
          permitted to be incurred under the Indenture;

      (c) such Lien shall attach to such property or assets upon their
          acquisition; and

      (d) such Lien (other than a Permitted Vessel Lien) shall not encumber or
          attach to any other assets or property of Isle of Capri or any of its
          other Restricted Subsidiaries;

   (4) Liens securing Indebtedness incurred pursuant to clause (2)(h) of the
       covenant described under the subheading "Limitation on Indebtedness";

                                      40



   (5) the replacement, extension or renewal of any Lien permitted by clauses
       (1) through (4) upon or in the same property theretofore subject thereto
       or the replacement, extension or renewal (without increase in the
       principal amount (other than to pay any prepayment premium and costs
       reasonably incurred to effect the replacement, extension or renewal, or
       change in any direct or contingent obligor) of the Indebtedness secured
       thereby; and

   (6) Permitted Liens.

  Limitation on Restricted Payments

   Isle of Capri may not make, directly or indirectly, and may not permit any
Restricted Subsidiary to make, directly or indirectly, any Restricted Payment
unless:

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

   (2) immediately after giving effect to such Restricted Payment, Isle of
       Capri could incur at least $1.00 of Indebtedness pursuant to the
       covenant described under the subheading "Limitation on Indebtedness"
       (other than under clauses (2)(a) through (2)(h) thereof); and

   (3) the aggregate amount of all Restricted Payments declared or made after
       March 27, 2002 does not exceed the sum of the following amounts (without
       duplication):

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

      (b) an amount equal to the aggregate Net Cash Proceeds received by Isle
          of Capri from the issuance or sale (other than to a Subsidiary) of
          its Capital Stock (excluding Disqualified Stock, but including
          Capital Stock issued upon conversion of convertible Indebtedness and
          from the exercise of options, warrants or rights to purchase Capital
          Stock (other than Disqualified Stock) of Isle of Capri) on or after
          April 23, 1999; plus

      (c) to the extent not otherwise included in Isle of Capri's Consolidated
          Net Income, 100% of cash dividends, if applicable, or distributions
          or the amount of the cash principal and interest payments received
          since April 23, 1999 by Isle of Capri or any Restricted Subsidiary
          from any Unrestricted Subsidiary or in respect of any Investment
          constituting a Restricted Payment (other than dividends, if
          applicable, or distributions to pay obligations owed to a person
          other than Isle of Capri or any Restricted Subsidiary by or with
          respect to such Unrestricted Subsidiary, such as income taxes) until
          the entire amount of the Investment in such Unrestricted Subsidiary
          has been received or the entire amount of such Investment
          constituting a Restricted Payment has been returned, as the case may
          be, and 50% of such amounts thereafter;

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

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

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

        (iii) the repurchase of Capital Stock from directors, officers and
              employees (or their respective estates or beneficiaries) upon
              death, disability, retirement or termination of employment up to
              an amount not to exceed an aggregate of $2.0 million in any
              fiscal year of Isle of Capri;

                                      41



         (iv) Permitted Investments; and

          (v) the incurrence, creation, assumption, suffering to exist of, or
              payment with respect to any Qualified Guarantee.

   The full amount of any Restricted Payment made pursuant to the foregoing
clause (i) or clause (ii) or clause (2) of the definition of Permitted
Investments, however, will be included in the calculation of the aggregate
amount of Restricted Payments available to be made pursuant to clause (3) of
this Section.

   With respect to any Qualified Guarantee:

   (1) if at any time Isle of Capri or its Restricted Subsidiaries cease to
       control the day-to-day gaming operations of the entity that issued the
       guaranteed Indebtedness, the aggregate principal amount of such
       Indebtedness that is guaranteed pursuant to such Qualified Guarantee
       shall thereafter be included in the calculation of the aggregate amount
       of Restricted Payments available to be made pursuant to clause (3) of
       this Section; and

   (2) if Isle of Capri or its Restricted Subsidiaries retain control of the
       day-to-day gaming operations of the entity that issued the guaranteed
       Indebtedness, (a) any amounts actually paid by Isle of Capri or its
       Restricted Subsidiaries with respect to such Qualified Guarantee shall
       thereafter be included in the calculation of the aggregate amount of
       Restricted Payments available to be made pursuant to clause (3) of this
       Section and (b) if and for so long as an event of default occurs and is
       continuing with respect to such guaranteed Indebtedness, the aggregate
       principal amount of such Indebtedness that is guaranteed pursuant to the
       Qualified Guarantee shall be included in the calculation of the
       aggregate amount of Restricted Payments available to be made pursuant to
       clause (3) of this Section.

  Limitation on Dividends and Other Payment Restrictions Affecting Restricted
  Subsidiaries

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

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

   (2) make any loans or advances to Isle of Capri or any Restricted
       Subsidiary; or

   (3) transfer any of its properties or assets to Isle of Capri or any
       Restricted Subsidiary, except in each case for:

      (a) restrictions imposed by the notes, the indenture and the Subsidiary
          Guarantees;

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

      (c) restrictions imposed by applicable gaming laws or any applicable
          Gaming Authority;

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

      (e) any such contractual encumbrance in existence as of March 27, 2002 or
          imposed by or in connection with the incurrence of any FF&E Financing
          or Capitalized Lease Obligations permitted pursuant to clause (2)(d)
          of the covenant described under the subheading "Limitation on
          Indebtedness," provided such encumbrance does not have the effect of
          restricting the payment of

                                      42



          dividends to Isle of Capri or any Restricted Subsidiary or the
          payment of Indebtedness owed to Isle of Capri or any Restricted
          Subsidiary or reducing the amount of any such dividends or payments;

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

      (g) restrictions imposed by the Bank Credit Facility; and

      (h) replacements of restrictions imposed pursuant to clauses (a) through
          (g) that are no more restrictive than those being replaced.

  Limitation on Asset Sales and Events of Loss

   Isle of Capri may not, directly or indirectly, and may not permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale unless:

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

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

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

   Isle of Capri and its Restricted Subsidiaries may, on or before the 180th
day after the date on which Isle of Capri or such Restricted Subsidiary
consummates an Asset Sale or suffers an Event of Loss, apply 100% of the Net
Cash Proceeds therefrom to either (1) prepay, repay, redeem or purchase (and
permanently reduce the commitments under) any Senior Indebtedness or (2) make a
Permitted Related Investment (or enter into a binding agreement to make a
Permitted Related Investment). The amount of such Net Cash Proceeds not so
applied to either prepay, repay, redeem or purchase any Senior Indebtedness or
make a Permitted Related Investment will constitute "Excess Sale/Loss
Proceeds." The indenture provides that, when the aggregate amount of Excess
Sale/Loss Proceeds equals $10.0 million, Isle of Capri is obligated to make an
offer to purchase (a "Excess Sale/Loss Proceeds Offer") from all holders of the
notes in accordance with the procedures set forth in the indenture up to a
maximum principal amount (expressed as a multiple of $1,000) of notes equal to
such Excess Sale/Loss Proceeds, less the accrued and unpaid interest on such
notes. The offer price for the notes will be payable in cash in an amount equal
to 100% of the principal amount of the notes plus accrued and unpaid interest,
if any, to the date of repurchase. Each Excess Sale/Loss Proceeds Offer shall
remain open for a period of at least 20 business days. To the extent an Excess
Sale/Loss Proceeds Offer is not fully subscribed to by the holders of the
notes, Isle of Capri may retain such unutilized portion of the Excess Sale/Loss
Proceeds for any application or use not prohibited by the terms of the
indenture.

  Limitation on Disposition of Stock of Restricted Subsidiaries

   Isle of Capri shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, issue, transfer, convey, sell, lease or otherwise
dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person
(other than to Isle of Capri or a wholly owned Subsidiary), unless (1) (a) such
transfer, conveyance, sale, lease or other disposition is of all of the Capital
Stock of such Restricted Subsidiary or (b) after giving effect to such
transfer, conveyance, sale, lease or other disposition, Isle of Capri or the
applicable Subsidiary Guarantor remains the owner of a majority of the Capital
Stock of such Restricted Subsidiary and (2) the Net Cash Proceeds from such
transfer, conveyance, sale, lease or other disposition are applied in
accordance with the covenant described under the subheading "Limitation on
Asset Sales and Events of Loss". No Restricted Subsidiary shall issue any
preferred stock or other Capital Stock having a preference as to dividends,
upon liquidation or otherwise over the Capital Stock of such Restricted
Subsidiary owned, directly or indirectly, by Isle of Capri.

                                      43



  Limitation on Transactions with Affiliates

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

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

   (2) such transactions that are existing as of March 27, 2002; and

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

   In addition, Isle of Capri and its Restricted Subsidiaries may not enter
into any Affiliate Transaction (or series of related Affiliate Transactions
that are part of a common plan) under clause (1) above involving aggregate
payments or other Fair Market Value:

   (1) in excess of $5.0 million unless, prior to the consummation thereof, the
       transaction is approved by the Board of Directors of Isle of Capri,
       including a majority of the disinterested directors, such approval to be
       evidenced by a Board Resolution delivered to the trustee with an
       Officers' Certificate stating that such Board of Directors has
       determined that such Affiliate Transaction complies with clause (1)
       above; and

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

  Change In Nature of Business

   Isle of Capri may not, and may not permit any of its Restricted Subsidiaries
to, own, manage or conduct any operation other than a Permitted Line of
Business.

  Consolidation, Merger, Conveyance, Transfer or Lease

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

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

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

                                      44



      (b) the surviving entity expressly assumes, by a supplemental indenture
          (or similar instrument) executed and delivered to the trustee, in
          form and substance reasonably satisfactory to the trustee, all of the
          obligations of Isle of Capri under the notes and the indenture;

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

      (d) if the transaction or series of transactions involves Isle of Capri,
          Isle of Capri or the surviving entity, immediately before and after
          giving effect to such transaction or series of transactions
          (including, without limitation, any Indebtedness incurred or
          anticipated to be incurred in connection with or in respect of the
          transaction or series of transactions), has a Consolidated Net Worth
          equal to or greater than the Consolidated Net Worth of Isle of Capri
          immediately prior to such transaction or series of transactions;

      (e) if the transaction or series of transactions involves Isle of Capri,
          immediately after giving effect to such transaction or series of
          transactions on a pro forma basis, Isle of Capri or the surviving
          entity could incur at least $1.00 of Indebtedness pursuant to the
          covenant described under the subheading "Limitation on Indebtedness"
          (other than under clauses (2)(a) through (2)(h) thereof);

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

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

      (h) if any property of Isle of Capri or any Restricted Subsidiary would
          thereupon become subject to any Lien, the covenant described under
          the subheading "Limitation on Liens" is complied with; and

   (2) a Restricted Subsidiary may consolidate with or merge into or sell,
       assign, convey, lease or transfer all or substantially all of its
       properties and assets to Isle of Capri or to any Restricted Subsidiary
       if:

      (a) the surviving entity is Isle of Capri or a Restricted Subsidiary;

      (b) the surviving entity expressly assumes, by a supplemental indenture
          (or similar instrument) executed and delivered to the trustee, in
          form and substance reasonably satisfactory to the trustee, all of the
          obligations of such Restricted Subsidiary under the notes, the
          Subsidiary Guarantees (if applicable) and the indenture; and

      (c) such transaction will not result in the loss of any gaming or other
          license necessary for the continued operation of any Restricted
          Subsidiary as conducted immediately prior to such sale, assignment,
          conveyance, transfer or lease.

  Reports To Holders Of New Notes

   Whether or not Isle of Capri is subject to the periodic reporting
requirements under the Exchange Act, it shall deliver to the trustee and each
holder of new notes (1) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if Isle of Capri was required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
Isle of Capri and its Consolidated

                                      45



Subsidiaries (provided that, such reports shall show in reasonable detail,
either on the face of the financial statements or in the footnotes thereto, the
financial condition and results of operations of Isle of Capri and its
Significant Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries and other Subsidiaries
of Isle of Capri that are not Subsidiary Guarantors with such reasonable detail
as required by the SEC or as would be required by the SEC if Isle of Capri was
subject to the periodic reporting requirements of the Exchange Act) and, with
respect to the annual information only, a report thereon by Isle of Capri's
certified independent accountants and (2) all current reports that would be
required to be filed with the SEC on Form 8-K if Isle of Capri was required to
file such reports, in each case within the time periods specified in the SEC's
rules and regulations. Following the consummation of the exchange offer,
whether or not required by the rules and regulations of the SEC, Isle of Capri
will file a copy of all such information and reports with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, Isle of Capri has agreed that, for so long as any notes
remain outstanding, it will furnish to the holders of the notes and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

  Limitation on Other Senior Subordinated Indebtedness

   Isle of Capri shall not, and shall not cause or permit any of the Restricted
Subsidiaries to, create, incur, assume, guarantee or in any other manner become
liable with respect to any Indebtedness other than the notes and the Subsidiary
Guarantees that is subordinate in right of payment to any Senior Indebtedness
of Isle of Capri or such Restricted Subsidiary, as applicable, unless such
Indebtedness is either (1) equal in right of payment with the notes or the
Subsidiary Guarantees, as applicable or (2) subordinate in right of payment to
the notes or the Subsidiary Guarantees, as applicable, in the same manner and
at least to the same extent as the notes are subordinated to Senior
Indebtedness of Isle of Capri or as such Subsidiary Guarantee is subordinated
to Senior Indebtedness of such Subsidiary Guarantor, as applicable.

Events of Default and Remedies

  Events of Default

   Any one of the following agents will be an "Event of Default" under the
terms of the indenture:

   (1) a default in the payment of any interest on the notes when it becomes
       due and payable and the continuance of any such default for a period of
       30 days; or

   (2) a default in the payment of the principal of or premium, if any, on the
       notes when due at maturity, upon acceleration, optional redemption,
       required repurchase or otherwise; or

   (3) the default by Isle of Capri or any Subsidiary Guarantor in the
       performance, or breach, of any term, covenant or agreement in the
       indenture (other than defaults specified in clause (1) or (2) above or
       clause (4) below), and the continuance of such default or breach for a
       period of 30 days after written notice to Isle of Capri by the trustee
       or to Isle of Capri and the trustee by the holders of at least 25% in
       aggregate principal amount of the outstanding notes; or

   (4) the default by Isle of Capri or any Subsidiary Guarantor in the
       performance, or breach, of the covenant described under the subheading
       "Certain Covenants--Consolidation, Merger, Conveyance, Transfer or
       Lease"; the failure of Isle of Capri to make or consummate an Excess
       Sale/Loss Proceeds Offer in accordance with the covenant described under
       the subheading "Certain Covenants--Limitation on Asset Sales and Events
       of Loss"; or the failure of Isle of Capri to make or consummate a Change
       of Control Offer in accordance with the provisions described under the
       subheading "Certain Covenants--Change of Control Repurchase Offer"; or

                                      46



   (5) the failure by Isle of Capri or any Restricted Subsidiary, after any
       applicable grace period, to make any payment when due of principal of,
       premium in respect of or interest on any other Indebtedness, other than
       Non-Recourse Indebtedness, in an aggregate principal amount of $10.0
       million or more, or the acceleration of the maturity of other
       Indebtedness, other than Non-Recourse Indebtedness, in an aggregate
       principal amount of $10.0 million or more for any other reason; or

   (6) one or more final judgments, orders or decrees for the payment of money
       not covered by insurance in excess of $10.0 million, either individually
       or in an aggregate amount, shall be entered against Isle of Capri or any
       Restricted Subsidiary or any of their respective properties and not
       discharged, and there shall have been a period of 60 days during which a
       stay of enforcement of such judgment or order, by reason of pending
       appeal or otherwise, shall not be in effect; or

   (7) certain events of bankruptcy, insolvency or reorganization with respect
       to Isle of Capri or any of its Significant Restricted Subsidiaries shall
       have occurred; or

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

   (9) any of (a) a default or material breach by any Restricted Subsidiary of
       its obligations under any Subsidiary Guarantee which continues for a
       period of 30 days after written notice to Isle of Capri by the trustee
       or to Isle of Capri and the trustee by the holders of at least 25% in
       aggregate principal amount of the outstanding notes, (b) the repudiation
       by any Restricted Subsidiary of its obligations under the Subsidiary
       Guarantees or (c) a judgment or decree by a court or governmental agency
       of competent jurisdiction declaring the unenforceability of the payment
       obligations under the Subsidiary Guarantee.

  Acceleration

   If an Event of Default other than an Event of Default specified in clause
(7) above occurs, then the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding notes may, by written notice, and the
trustee upon the request of the holders of not less than 25% in aggregate
principal amount of the outstanding notes is obligated to, declare the
principal of and accrued interest on all the notes to be due and payable
immediately provided that so long as the Bank Credit Facility is in effect,
such acceleration shall not be effective until the earlier of (1) five business
days following the delivery of notice of acceleration to the agent under the
Bank Credit Facility and (2) the acceleration of any Indebtedness under the
Bank Credit Facility. If an Event of Default specified in clause (7) above
occurs, then the principal of and accrued interest on all the notes ipso facto
becomes and is immediately due and payable without any declaration or other act
on the part of the trustee or any holder.

   After a declaration of acceleration, the holders of a majority in aggregate
principal amount of outstanding notes may, by notice to the trustee, rescind
such declaration of acceleration if all existing Events of Default have been
cured or waived, other than nonpayment of principal of and accrued interest on
the notes that has become due solely as a result of such acceleration and if
the rescission of acceleration would not conflict with any judgment or decree.
The holders of a majority in aggregate principal amount of the outstanding
notes also have the right to waive past defaults under the indenture except a
default in the payment of the principal of or interest on any note, or in
respect of a covenant or a provision which cannot be modified or amended
without the consent of all holders.

   In the event of a declaration of acceleration in respect of the notes
because an Event of Default specified in clause (5) above shall have occurred
and be continuing, such declaration of acceleration shall be automatically

                                      47



annulled if the Indebtedness that is the subject of such Event of Default has
been discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Indebtedness, and written notice of such
discharge or rescission, as the case may be, shall have been given to the
trustee by Isle of Capri and countersigned by the holders of such Indebtedness
or a trustee, fiduciary or agent for such holders, within 30 days after such
declaration of acceleration in respect of the notes, and no other Event of
Default has occurred during such 30-day period which has not been cured or
waived during such period.

   No holder of any of the notes has any right to institute any proceeding with
respect to the indenture or any remedy thereunder, unless the holders of at
least 25% in aggregate principal amount of the outstanding notes have made
written request, and offered reasonable indemnity, to the trustee to institute
such proceeding as trustee, the trustee has failed to institute such proceeding
within 15 days after receipt of such notice and the trustee has not within such
15-day period received directions inconsistent with such written request by
holders of a majority in aggregate principal amount of the outstanding notes.
Such limitations do not apply, however, to a suit instituted by a holder of a
note for the enforcement of the payment of the principal of, premium, if any,
or accrued interest on, such note on or after the Stated Maturity thereof.

Defeasance

   Isle of Capri may at any time terminate all of its obligations with respect
to the notes ("defeasance"), except for certain obligations, including those
regarding any trust established for a defeasance and obligations to register
the transfer or exchange of the notes, to replace mutilated, destroyed, lost or
stolen notes and to maintain agencies in respect of notes. Isle of Capri may at
any time terminate its obligations under certain covenants set forth in the
indenture, including all of those described under the subheading "Certain
Covenants," and any omission to comply with such obligations will not
constitute a Default or an Event of Default with respect to the notes issued
under the indenture ("covenant defeasance"). In order to exercise either
defeasance or covenant defeasance, Isle of Capri must irrevocably deposit with
the trustee, in trust, for the benefit of the holders of the notes, money or
United States Government Obligations, or a combination thereof, in such amounts
as will be sufficient to pay the principal of and premium, if any, and interest
on the notes to redemption or maturity, together with all other sums payable by
it under the indenture, and comply with certain other conditions, including the
delivery of an opinion as to certain tax matters. Defeasance of the notes will
result in the termination of the obligations of the Subsidiary Guarantors under
their respective Subsidiary Guarantees.

Satisfaction and Discharge

   The indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of
notes) as to all outstanding notes when either:

   (1) all such notes theretofore authenticated and delivered (except lost,
       stolen or destroyed notes which have been replaced or paid and notes for
       whose payment money has theretofore been deposited in trust or
       segregated and held in trust by Isle of Capri and thereafter repaid to
       Isle of Capri or discharged from such trust) have been delivered to the
       trustee for cancellation; or

   (2) (a) all such notes not theretofore delivered to the trustee for
       cancellation have become due and payable and Isle of Capri has
       irrevocably deposited or caused to be deposited with the trustee as
       trust funds in trust for this purpose an amount of money sufficient to
       pay and discharge the entire Indebtedness on the notes not theretofore
       delivered to the trustee for cancellation, for principal, premium, if
       any, and accrued interest to the date of such deposit,

      (b) Isle of Capri has paid all sums payable by it under the Indenture; and

      (c) Isle of Capri has delivered irrevocable instructions to the trustee
          to apply the deposited money toward the payment of the notes at
          maturity or the redemption date, as the case may be. In addition,
          Isle of Capri must deliver an Officers' Certificate and an Opinion of
          Counsel stating that all conditions precedent to satisfaction and
          discharge have been complied with.

                                      48



Amendments and Waivers

   From time to time Isle of Capri, when authorized by resolutions of the Board
of Directors, and the trustee may, without the consent of the holders of the
notes, amend, waive or supplement the indenture, the notes or the Subsidiary
Guarantees for certain specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies and making any change that does
not adversely affect the rights of any holder. Other amendments and
modifications of the indenture or the notes may be made by Isle of Capri and
the trustee with the consent of the holders of not less than a majority of the
aggregate principal amount of the outstanding notes; provided that no such
modification or amendment may, without the consent of the holder of each
outstanding note affected thereby,

   (1) reduce the principal amount outstanding of, change the Stated Maturity
       of, or alter the redemption provisions of, the notes;

   (2) change the currency in which any notes or any premium or the accrued
       interest thereon is payable;

   (3) reduce the percentage in principal amount outstanding of notes whose
       holders must consent to an amendment, supplement or waiver or consent to
       take any action under the indenture or the notes;

   (4) impair the right to institute suit for the enforcement of any payment on
       or with respect to the notes;

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

   (6) reduce the rate of or change the time for, payment of interest on the
       notes;

   (7) modify or change any provision of the indenture or the related
       definitions affecting the subordination or ranking of the notes or any
       Subsidiary Guarantee in any manner that materially and adversely affects
       the holders; or

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

   In addition to the foregoing, no modification or amendment may, without the
consent of the holders of at least 66 2/3/% of the aggregate principal amount
of the outstanding notes, modify the terms of or release any of the Subsidiary
Guarantees except as provided under the subheading "Subsidiary Guarantees" and
"Restricted and Unrestricted Subsidiaries." /

Regarding the Trustee

   State Street Bank and Trust Company is the trustee under the indenture.

Book-Entry Notes

   The old notes offered and sold to qualified institutional buyers (as defined
under Rule 144A of the Securities Act) or "QIBs" were each registered in
book-entry form and are represented by a global note in fully registered form
without interest coupons. The global note was deposited with the trustee as
custodian for The Depository Trust Company or "DTC" and registered in the name
of Cede & Co.

   The old notes offered and sold to persons outside the United States who
received such old notes pursuant to sales in accordance with Regulation S under
the Securities Act were initially represented by a global note in fully
registered form without interest coupons. This global note was deposited with
the trustee as custodian for DTC and registered in the name of Cede & Co.
Before the expiration of the "40-day restricted period" (within the meaning of
Rule 903 of Regulation S), transfers of interest in this global note were only
effected through records maintained by DTC, Cedel Bank, societe anonyme
("CEDEL") or the Euroclear System ("Euroclear").

                                      49



   Except as described below, the new notes will be represented by one or more
global notes. We will deposit the global notes representing the new notes with
DTC. The global notes will be registered in the name of DTC or its nominee.
Except as provided below, the new notes will not be issued in definitive form.
One certificate will be issued in the principal amount of $200 million.

   Holders of new notes who elect to take physical delivery of their
certificates instead of holding their interest through the global notes will be
issued a certificated new note in registered form. Upon the transfer of any
certificated new note initially issued to such holders, such certificated new
note will, unless the transferee requests otherwise or the global notes have
previously been exchanged in whole for certificated new notes, be exchanged for
an interest in the global notes representing the new notes.

   The Depository Trust Company is a limited-purpose trust company organized
under the New York Banking Law. It is a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities that its participants (including
CEDEL and Euroclear) deposit with it. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic book-entry changes in participants'
accounts, which eliminates the need for physical movement of certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations. DTC is owned by a
number of its direct participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to DTC's book entry system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant, either
directly or indirectly. These other entities are referred to as "indirect
participants." The rules applicable to DTC and its participants are on file
with the SEC.

   Purchases of new notes represented by a global note under DTC's system must
be made by or through direct participants. Direct participants will receive a
credit for the new notes on DTC's records. The ownership interest of each
actual purchaser of each new note will be recorded on the direct and indirect
participants' records. Each actual purchaser is referred to as a "beneficial
owner." Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction and periodic statements of
their holdings from the direct or indirect participant through which the
beneficial owner entered into the transaction.

   Transfers of ownership interests in the new notes will be accomplished by
entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their
ownership interests in the new notes, except if use of the book-entry system
for the new notes is discontinued. All beneficial ownership interests in the
global notes, including those held through Euroclear or CEDEL, will be subject
to the procedures and requirements of DTC and, where applicable, Euroclear or
CEDEL.

   The laws of some states require that certain purchasers of notes take
physical delivery of securities in definitive form. These limits and laws may
impair the ability to transfer beneficial interests in the global notes.

   So long as the depository for the global notes, or its nominee, is the
registered owner of the global notes, it will be considered the sole owner or
holder of the notes represented by the global notes. Except as provided below,
owners of beneficial interests in the new notes represented by the global notes
will not be entitled to have their new notes represented by such global notes
registered in their names, will not receive or be entitled to receive physical
delivery of the new notes in definitive form and will not be considered the
owners or holders of the notes under the indenture.

   To facilitate subsequent transfers, all notes deposited by participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of the new notes with DTC and their registration in the

                                      50



name of Cede & Co. cause no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the new note. DTC's records
reflect only the identity of the direct participants to whose accounts the
notes are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers. Conveyance of notices and other communications by
DTC to direct participants, by direct participants to indirect participants and
by direct participants and indirect participants to beneficial owners will be
governed by arrangements among them. Those arrangements are subject to any
applicable statutory or regulatory requirements.

   Neither DTC nor Cede & Co. will consent or vote with respect to the new
notes. Under its usual procedures, DTC mails an omnibus proxy to us as soon as
possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to direct participants whose accounts the new notes
are credited on the record date. Those direct participants are identified in a
listing attached to the omnibus proxy.

   We will make payments of principal, any premium and interest on the global
notes through the trustee or a paying agent to the depository, as the
registered owner of the global notes. None of the trustee, the paying agent or
our company will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the global notes or for maintaining, supervising or reviewing any
records relating to beneficial ownership interests.

   DTC has advised us that, upon its receipt of any payment in respect of a
global note, it will credit direct participants' accounts on the payable date
in accordance with their respective holdings shown on DTC's records unless it
has reason to believe that it will not receive payment on the payable date.
Payments by participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with notes held for the
accounts of customers in bearer form or registered in "street name." These
payments will be the responsibility of the participant and not of DTC, the
paying agent or our company, subject to any applicable statutory or regulatory
requirements.

   It is our responsibility or the paying agent's responsibility to make
payments to DTC. It is the responsibility of DTC to disburse the payments to
direct participants. It is the responsibility of direct and indirect
participants to disburse the payments to beneficial owners.

   Transfer between participants in DTC will be effected in the ordinary way in
accordance with DTC rules. If a holder requires physical delivery of
certificated notes for any reason, including to sell notes to persons in states
which require physical delivery of such notes or to pledge such notes, the
holder must transfer its interest in the global note in accordance with the
normal procedures of DTC and the procedures set forth in the indenture.
Transfers between participants in Euroclear and CEDEL will be effected in the
ordinary way in accordance with their respective rules and operating procedures.

   Cross-market transfers between DTC, on the one hand, and directly or
indirectly through Euroclear or CEDEL participants, on the other, will be
effected by DTC in accordance with DTC rules on behalf of Euroclear or CEDEL,
as the case may be, by its respective depository. However, such cross-market
transactions will require delivery of instructions to Euroclear or CEDEL, as
the case may be, by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (Brussels time).
Euroclear or CEDEL, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depository to
take action to effect final settlement on its behalf by delivering or receiving
interests in the global note in DTC and making or receiving payment in
accordance with normal procedures for same-day funds settlements applicable to
DTC. CEDEL participants and Euroclear participants may not deliver instructions
directly to the depositories for CEDEL or Euroclear.

   Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a global note from a DTC
participant will be credited during the securities settlement processing day
(which must be a business day for Euroclear and CEDEL) immediately following
the DTC settlement date. The

                                      51



credit of any transactions in interests in a global note settled during such
processing day will be reported to the relevant Euroclear or CEDEL participant
on such day. Cash received in Euroclear or CEDEL as a result of sales of
interests in a global note by or through a Euroclear or CEDEL participant to a
DTC participant will be received for value on the DTC settlement date but will
be available in the relevant Euroclear or CEDEL cash account only as of the
business day following DTC settlement date.

   Subject to certain conditions, any person having a beneficial interest in a
global note may, upon request to the trustee, exchange its beneficial interest
for certificated notes. Upon any such issuance of certificated notes, the
trustee is required to register such certificated notes in the name of, and
cause the same to be delivered to, the person or persons who requested
certificated notes or its nominee. In addition, if DTC is at any time unwilling
or unable to continue as a depositary for the global notes and a successor
depositary is not appointed by us within 90 days, we will issue certificated
notes in exchange for the global notes. If there is an event of default under
the indenture, DTC will exchange the global notes for certificated notes, which
it will distribute to its participants.

   According to DTC, the above information has been provided to its
participants and other members of the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.

   The information in this section concerning DTC and its book-entry system has
been obtained from sources that we believe to be reliable. However, we take no
responsibility for the accuracy of that information.

Certain Definitions

   Set forth below are the meanings of some of the terms that are important in
understanding the above description of the new notes and the terms contained in
the indenture.

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

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

   "Airplane" means the King Air 200 airplane owned by Isle of Capri on March
27, 2002.

   "Asset Acquisition" means (1) any capital contribution (including, without
limitation, transfers of cash or other property to others or payments for
property or services for the account or use of others, or otherwise), or
purchase or acquisition of Capital Stock or other similar ownership or profit
interest, by Isle of Capri or any of its Subsidiaries in any other Person, in
either case pursuant to which such Person shall become a Subsidiary of Isle of
Capri or any of its Subsidiaries or shall be merged with or into Isle of Capri
or any of its Subsidiaries or (2) any acquisition by Isle of Capri or any of
its Subsidiaries of the assets of any Person which constitute substantially all
of an operating unit or business of such Person.

                                      52



   "Assets Held for Sale or Development" means:

   (1) the FFC Preferred Stock;

   (2) the Airplane;

   (3) the Real Estate Options;

   (4) the Cripple Creek Land; and

   (5) the Discontinued Assets.

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

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

   (2) any other property or asset of Isle of Capri or any Restricted
       Subsidiary other than:

      (a) Assets Held for Sale or Development;

      (b) any Excess Land;

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

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

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

      (f) each other disposition (or series of related dispositions) that
          results in Net Cash Proceeds to Isle of Capri and its Restricted
          Subsidiaries of less than or equal to $1.0 million; and

      (g) an Investment permitted under the covenant described under the
          subheading "Certain Covenants--Limitation on Restricted Payments" or
          a disposition made in accordance with the covenant described under
          the subheading "Certain Covenants--Consolidation, Merger, Conveyance,
          Transfer or Lease."

   "Bank Credit Facility" means that certain Amended and Restated Credit
Agreement dated as of March 2, 2000 among Isle of Capri, the lenders named
therein and Canadian Imperial Bank of Commerce, as administrative agent and
issuing lender, including any notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended (including any amendment and restatement thereof), modified,
extended, deferred, refunded, substituted, replaced or refinanced from time to
time, including any agreement extending the maturity of, refinancing, replacing
or otherwise restructuring (including increasing the amount of available
borrowings thereunder or adding Subsidiaries of Isle of Capri as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by
the same or any other agent, creditor, lender or group of creditors or lenders.

   "Black Hawk LLC" means the Isle of Capri Casino located in Black Hawk,
Colorado.

   "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of Isle of Capri, to have been duly adopted by the
Board of Directors of Isle of Capri, or any duly authorized committee thereof
and to be in full force and effect on the date of such certification, and
delivered to the trustee.

   "Capital Stock" means, with respect to any Person, any and all shares,
interests (including partnership and other equity interests), participations,
rights in, or other equivalents (however designated and whether voting or

                                      53



nonvoting) of, such Person's capital stock, whether outstanding on March 27,
2002 or issued after such date, and any and all rights, warrants or options
exchangeable for or convertible into such capital stock.

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

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

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

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

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

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

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

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

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

   "Change of Control" means after March 27, 2002, an event or series of events
by which:

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

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

                                      54



      (b) 35% or more of the combined voting power of Isle of Capri's
          outstanding Voting Stock;

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

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

   (3) Isle of Capri consolidates with or merges with or into any Person or
       conveys, transfers or leases all or substantially all of its assets to
       any Person, pursuant to a transaction in which the outstanding Voting
       Stock of Isle of Capri is changed into or exchanged for cash, securities
       or other property (other than any such transaction where the outstanding
       Voting Stock of Isle of Capri is (a) changed only to the extent
       necessary to reflect a change in the jurisdiction of incorporation of
       Isle of Capri or (b) is exchanged for (i) Voting Stock of the surviving
       corporation which is not Disqualified Stock or (ii) cash, securities and
       other property (other than Capital Stock of the surviving corporation)
       in an amount which could be paid by Isle of Capri as a Restricted
       Payment as described under the subheading "Limitation on Restricted
       Payments" (and such amount shall be treated as a Restricted Payment) and
       no person or group, other than Permitted Equity Holders (including any
       Permitted Equity Holders who are part of a group where such Permitted
       Equity Holders beneficially own a majority of the voting power of the
       Voting Stock held by such group), owns immediately after such
       transaction, directly or indirectly, more than 35% of the combined
       voting power of the outstanding Voting Stock of the surviving
       corporation; or

   (4) Isle of Capri is liquidated or dissolved or adopts a plan of liquidation
       or dissolution other than in a transaction which complies with the
       provisions described under the subheading "Consolidation, Merger,
       Conveyance, Transfer or Lease."

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

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

   (1) the Consolidated Net Income of Isle of Capri and its Restricted
       Subsidiaries for such period; plus

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

      (a) all Consolidated Interest Expense;

      (b) Consolidated Non-cash Charges;

      (c) Consolidated Income Tax Expense; and

      (d) any pre-opening expenses.

   "Consolidated Coverage Ratio" means the ratio of:

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

                                      55



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

   For purposes of this definition, if the Transaction Date occurs before the
date on which Isle of Capri's consolidated financial statements for the four
full fiscal quarters after March 27, 2002 are available, Consolidated Cash Flow
and Consolidated Interest Expense shall be calculated, in the case of Isle of
Capri and its Restricted Subsidiaries, after giving effect on a pro forma basis
as if the Notes outstanding on the Transaction Date were issued on the first
day of such four full fiscal quarter period.

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

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

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

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

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

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

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

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

                                      56



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

   (4) the interest portion of any deferred payment obligation;

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

   (6) the amount of dividends payable by such Person and its Restricted
       Subsidiaries in respect of Disqualified Stock (other than such dividends
       payable to such Restricted Subsidiaries).
   "Consolidated Net Income" means, for any period, the aggregate of the
consolidated Net Income or net loss of Isle of Capri and its Restricted
Subsidiaries determined in accordance with GAAP, less (to the extent included
in such consolidated Net Income)

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

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


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

   (2) items classified as extraordinary or any non-cash item classified as
       non-recurring, other than the tax benefit of the utilization of net
       operating loss carry forwards or alternative minimum tax credits;

   (3) except to the extent includable in clause (1) above, the Net Income or
       loss of any other Person accrued or attributable to any period before
       the date on which it becomes a Restricted Subsidiary or is merged into
       or consolidated with Isle of Capri or any of its Restricted Subsidiaries
       or such other Person's property or Capital Stock (or a portion thereof)
       is acquired by Isle of Capri or any of its Restricted Subsidiaries; and

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

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

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

   (2) the respective amounts reported on such Person's most recent balance
       sheet with respect to any series of preferred stock (other than
       Disqualified Stock) that by its terms is not entitled to the payment of

                                      57



       dividends unless such dividends may be declared and paid only out of net
       earnings in respect of the year of such declaration and payment, but
       only to the extent of any cash received by such Person upon issuance of
       such preferred stock; less

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

      (b) all investments in Persons that are not Restricted Subsidiaries; and

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

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

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

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

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

   "Discontinued Assets" means the following assets held for sale by Isle of
Capri or its Subsidiaries as of March 27, 2002:

   (1) the Diamond Lady riverboat;

   (2) the Lucky Seven barge and other unused marine equipment; and

   (3) gaming equipment held for sale.

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

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

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

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

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

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

                                      58



   "Excess Land" means the approximately 12 acres of land owned by Isle of
Capri or its Restricted Subsidiaries as of March 27, 2002 Date adjacent to the
Isle-Bossier City.

   "Excess Sale/Loss Proceeds" and ''Excess Sale/Loss Proceeds Offer" have the
meanings set forth in the covenant described under the subheading "Certain
Covenants--Limitation on Asset Sales and Events of Loss."

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

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

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

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

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

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

   "Indebtedness" of any Person means:

   (1) any liability, contingent or otherwise, of such Person:

      (a) for borrowed money, whether or not the recourse of the lender is to
          the whole of the assets of such Person or only to a portion thereof;

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

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

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

      (a) to pay or purchase such liability;

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

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

                                      59



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

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

   (4) all obligations of such Person to purchase, redeem, retire, defease or
       otherwise make any payment in respect of any Capital Stock of or other
       ownership or profit interest in such Person or any of its Affiliates or
       any warrants, rights or options to acquire such Capital Stock, valued,
       in the case of Disqualified Stock, at the greater of its voluntary or
       involuntary liquidation preference plus accrued and unpaid dividends;

   (5) all Interest Rate and Currency Protection Obligations; and

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

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

   "Investment" in any Person means any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to (by means of
transfers of cash or other property to others or payments for property or
services for the account or use of others, or otherwise), or purchase or
acquisition of Capital Stock, warrants, rights, options, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, such
Person or Indebtedness of any other Person secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness. The amount of any Investment shall
be the original cost of such Investment, plus the cost of all additions
thereto, and minus the amount of any portion of such Investment repaid to the
Person making such Investment in cash as a repayment of principal or a return
of capital, as the case may be, but without any other adjustments for increases
or decreases in value, or write-ups, write-downs or write-offs with respect to
such Investment. In determining the amount of any Investment involving a
transfer of any property other than cash, such property shall be valued at its
fair value at the time of such transfer, as determined in good faith by the
Board of Directors of the Person making such transfer, whose determination will
be conclusive absent manifest error.

   "Isle-Bettendorf" means the Isle of Capri Casino located in Bettendorf, Iowa.

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

   "Isle-Boonville" means the Isle of Capri Casino located in Boonville,
Missouri.

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

   "Isle-Kansas City" means the Isle of Capri Casino located in Kansas City,
Missouri.

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

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

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

   "Lien" means any mortgage, lien (statutory or other), pledge, security
interest, encumbrance, claim, hypothecation, assignment for security, deposit
arrangement or preference or other security agreement of any kind or nature
whatsoever. For purposes of the indenture, a Person shall be deemed to own
subject to a Lien any

                                      60



property which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such Person.

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

   "Material Operations" means assets or operations of Isle of Capri or its
Subsidiaries that (1) that exceed 5% of the assets of Isle of Capri and its
Consolidated Subsidiaries or (2) contributed more than 5% of the income from
continuing operations of Isle of Capri and its Consolidated Subsidiaries
(before income taxes, extraordinary items and intercompany management or
similar fees) for the most recently completed four fiscal quarters of Isle of
Capri for which financial statements are available.

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

   "Net Cash Proceeds" means, with respect to any Asset Sale, Event of Loss,
issuance or sale by Isle of Capri of its Capital Stock or incurrence of
Indebtedness, as the case may be, the proceeds thereof in the form of cash or
Cash Equivalents received by Isle of Capri or any of its Restricted
Subsidiaries (whether as initial consideration, through the payment or
disposition of deferred compensation or the release of reserves), after
deducting therefrom (without duplication) (1) reasonable and customary
brokerage commissions, underwriting fees and discounts, legal fees, finders
fees and other similar fees and expenses incurred in connection with such Asset
Sale or Event of Loss, (2) provisions for all taxes payable as a result of such
Asset Sale or Event of Loss, (3) payments made to retire and permanently reduce
any commitment with respect to any Indebtedness (other than payments on the
notes) secured by the assets subject to such Asset Sale or Event of Loss to the
extent required pursuant to the terms of such Indebtedness and (4) appropriate
amounts to be provided by Isle of Capri or any of its Restricted Subsidiaries,
as the case may be, as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale or Event of Loss and retained by
Isle of Capri or any of its Restricted Subsidiaries, as the case may be, after
such Asset Sale or Event of Loss, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale or Event of Loss, in each case to the extent, but only to the
extent, that the amounts so deducted are, at the time of receipt of such cash
or Cash Equivalents, actually paid to a Person that is not an Affiliate of Isle
of Capri or, in the case of reserves, are actually established and, in each
case, are properly attributable to such Asset Sale or Event of Loss.

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

   "Non-Recourse Indebtedness" means Indebtedness (1) as to which none of Isle
of Capri or any of its Restricted Subsidiaries provides any credit support or
is directly or indirectly liable for the payment of principal or interest
thereof and a default with respect to which would not entitle any party to
cause any other Indebtedness of Isle of Capri or a Restricted Subsidiary to be
accelerated or (2) incurred by Isle of Capri or a Restricted Subsidiary to
purchase one or more assets from the lending source, provided that the lender's
only remedy against the obligor in the event of a default with respect to such
Indebtedness, whether as a result of the failure to pay principal or interest
when due or any other reason, is limited to repossession of such assets
purchased.

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

   "Permitted Investments" means

   (1) Investments in Marketable Securities;

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

                                      61



   (3) Investments in a Permitted Line of Business by Isle of Capri or a
       Restricted Subsidiary made in one or more Persons in an aggregate amount
       not to exceed $50.0 million at any one time outstanding.

   "Permitted Liens" means:

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

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

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

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

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

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

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

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

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

  (10) Liens on documents or property under or in connection with letters of
       credit in the ordinary course of business, if and to the extent that the
       related Indebtedness is permitted under clause (1)(e) of the covenant
       described under the subheading "Certain Covenants--Limitation on
       Indebtedness"; and

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

                                      62



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

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

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

   (1) agrees to release such Lien upon satisfaction of such FF&E Financing;

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

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

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

   "Qualified Guarantee" means a guarantee by Isle of Capri or any of its
Restricted Subsidiaries of Indebtedness of any entity primarily engaged or
preparing to engage in a Permitted Line of Business, provided that:

   (1) unless such Indebtedness was incurred by a Native American tribe or any
       agency or instrumentality thereof, Isle of Capri and its Restricted
       Subsidiaries at the time of the incurrence, creation or assumption of
       the guarantee (a) own in the aggregate at least 35% of the outstanding
       Voting Stock of such entity and (b) control the day to day gaming
       operation of such entity pursuant to a written management agreement;

   (2) the primary purpose for which such Indebtedness was incurred was to
       finance the development, construction or acquisition of a facility that
       (a) is located in a jurisdiction in which the conduct of gaming using
       electronic gaming devices is permitted pursuant to applicable law and
       (b) conducts or, following such development, construction or
       acquisition, will conduct gaming utilizing electronic gaming devices or
       that is related to, ancillary or supportive of, connected with or
       arising out of such gaming business;


   (3) the pro forma Consolidated Coverage Ratio of Isle of Capri on the date
       of the guarantee would have been greater than 2.50 to 1.00;

   (4) none of the Permitted Equity Holders or any Affiliate of such Persons,
       other than Isle of Capri or its Restricted Subsidiaries, is a direct or
       indirect obligor, contingently or otherwise, of such Indebtedness or a
       direct or indirect holder of any Capital Stock of such entity, other
       than through their respective ownership interests in Isle of Capri;

   (5) at the time of the incurrence, creation or assumption of the guarantee,
       the notes shall be rated at least "B2" by Moody's Investor's Services,
       Inc. and "B" by Standard & Poor's Corporation or their respective
       successors (or, if either such entity or both shall not make a rating of
       the notes publicly available, a nationally recognized securities rating
       agency or agencies, as the case may be, selected by Isle of Capri); and

                                      63



   (6) if such Indebtedness is incurred by a Native American tribe or any
       agency or instrumentality thereof, including any tribal authority, for
       so long as such guarantee is outstanding such tribe and Isle of Capri or
       one of its Restricted Subsidiaries will have in effect a written
       agreement which has been approved by all required Governmental
       Authorities pursuant to which Isle of Capri or one of its Restricted
       Subsidiaries will manage such tribe's gaming activities at the facility
       or facilities with respect to which the Indebtedness was incurred in
       exchange for customary fees and reimbursements.

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

   "Real Estate Options" means

   (1) all options held by Isle of Capri or its Restricted Subsidiaries,
       directly or indirectly, at April 23, 1999 for an amount, in each case,
       not exceeding $1.0 million to purchase or lease land; and

   (2) all options acquired by Isle of Capri, directly or indirectly, after
       April 23, 1999 for an amount, in each case, not exceeding $2.0 million,
       to purchase or lease land.

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

   "Restricted Payment" means any of

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

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

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

   (4) the making of any Investment or guarantee of any Investment by Isle of
       Capri or any Subsidiary in any Person other than

      (a) in a Person that would be, directly or indirectly, a Restricted
          Subsidiary of Isle of Capri immediately after giving effect to such
          Investment; or

      (b) under a plan of reorganization or similar proceeding under applicable
          bankruptcy law or in connection with a workout involving creditors of
          such Person in exchange for Indebtedness owing by such Person that
          did not violate the limitations set forth under the subheading
          "Certain Covenants--Limitations on Restricted Payments."

   "Restricted Subsidiary" means any Subsidiary of Isle of Capri that has not
been designated as an Unrestricted Subsidiary pursuant to and in compliance
with the provisions described under "Restricted and

                                      64



Unrestricted Subsidiaries," or a Subsidiary that has been designated as a
Restricted Subsidiary pursuant to and in compliance with the provisions
described under "Restricted and Unrestricted Subsidiaries."

   "Rhythm City-Davenport" means the Rhythm City Casino located in Davenport,
Iowa.

   "Senior Indebtedness" means (1) principal of, premium, if any, and interest
(including post-petition interest) on, and all fees, costs, expenses and other
amounts payable with respect to the Indebtedness under the Bank Credit Facility
and (2) the principal of, premium, if any, and interest on any Indebtedness of
Isle of Capri or the Subsidiary Guarantors, whether outstanding on March 27,
2002 or thereafter created, incurred or assumed, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to any Indebtedness of
Isle of Capri or the Subsidiary Guarantors, as applicable. Notwithstanding the
foregoing, "Senior Indebtedness" shall not include, to the extent constituting
Indebtedness,

   (1) Indebtedness evidenced by the notes or the Subsidiary Guarantees;

   (2) Indebtedness that is subordinate or junior in right of payment to any
       Indebtedness of Isle of Capri or the Subsidiary Guarantors;

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

   (4) Indebtedness which is represented by Redeemable Capital Stock;

   (5) Indebtedness for goods, materials or services purchased in the ordinary
       course of business or Indebtedness consisting of trade payables or other
       current liabilities (other than any current liabilities owing under the
       Bank Credit Facility or the current portion of any long-term
       Indebtedness which would constitute Senior Indebtedness but for the
       operation of this clause (5));

   (6) Indebtedness of or amounts owed by Isle of Capri or the Subsidiary
       Guarantors for compensation to employees or for services rendered to
       Isle of Capri or the Subsidiary Guarantors;

   (7) Indebtedness of or amounts owed by Isle of Capri or a Restricted
       Subsidiary to Isle of Capri or another Restricted Subsidiary;

   (8) any liability for federal, state, local or other taxes owed or owing by
       Isle of Capri or the Subsidiary Guarantors;

   (9) Indebtedness of Isle of Capri or a Subsidiary Guarantor to any other
       Subsidiary of Isle of Capri; and

  (10) that portion of any Indebtedness which at the time of issuance is issued
       in violation of the indenture.

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

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

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

   "Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which) more than 50% of (1) the issued
and outstanding Capital Stock having ordinary voting power to elect a

                                      65



majority of the Board of Directors or similar governing body of such
corporation or other entity (irrespective of whether at the time Capital Stock
of any other class or classes of such corporation shall or might have voting
power upon the occurrence of any contingency), (2) the interest in the capital
or profits of such partnership or joint venture or (3) the beneficial interest
in such trust or estate is at the time directly or indirectly owned or
controlled by such Person.

   "Subsidiary Guarantees" means the guarantees of the Subsidiary Guarantors
with respect to Isle of Capri's obligations under the notes and the indenture.

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

   "United States Government Obligations" means securities that are

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

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

   "Unrestricted Subsidiary" means any Subsidiary of Isle of Capri that

   (1) Isle of Capri has designated, pursuant to provisions described under the
       subheading "Restricted and Unrestricted Subsidiaries," as an
       Unrestricted Subsidiary and that has not been redesignated as a
       Restricted Subsidiary pursuant to such paragraph; and

   (2) any Subsidiary of any such Unrestricted Subsidiary.

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

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

   "wholly owned" with respect to a Subsidiary of any Person means (1) with
respect to a Subsidiary that is a partnership, limited liability company or
similar entity, a Subsidiary whose capital or other equity interest is 99% or
greater beneficially owned by such Person and (2) with respect to a Subsidiary
that is other than a partnership, limited liability company or similar entity,
a Subsidiary whose capital stock or other equity interest is 100% beneficially
owned by such Person.

                                      66



                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

   In this section we summarize some of the material U.S. federal income tax
considerations relevant to the exchange of your old notes for new notes in the
exchange offer and the ownership and disposition of the new notes by holders
who acquire the new notes pursuant to the exchange offer and who or which hold
the new notes as capital assets for purposes of the U.S. Internal Revenue Code.
This summary does not purport to be a complete analysis of all potential tax
considerations relating to the new notes. The U.S. Internal Revenue Code
contains rules relating to securities held by special categories of holders,
including financial institutions, certain insurance companies, broker-dealers,
tax exempt organizations, traders in securities that elect to mark-to-market,
investors liable for the alternative minimum tax, investors that hold shares as
part of a straddle or a hedging or conversion transaction, and investors whose
functional currency is not the U.S. dollar. We do not discuss these rules and
holders who are in special categories should consult their own tax advisors.

   This discussion is based on the current provisions of:

  .   the U.S. Internal Revenue Code and current and proposed regulations under
      the U.S. Internal Revenue Code;

  .   the administrative policies published by the U.S. Internal Revenue
      Service or "IRS"; and

  .   judicial decisions:

all of which are subject to change either prospectively or retroactively.

   We intend this summary to be a general description of the U.S. federal
income tax considerations material to the exchange of your old notes for new
notes in the exchange offer and the ownership and disposition of the new notes
by holders who acquire the new notes pursuant to the exchange offer. We do not
discuss U.S., state, local, foreign or other tax laws, including gift and
estate tax laws, that may apply.

   YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF
THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL
AS ANY TAX CONSEQUENCES ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR
UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN OR OTHER TAXING JURISDICTION OR
UNDER ANY APPLICABLE TAX TREATY.

   We have not sought and will not seek any rulings from the IRS on the matters
discussed in this section. The IRS may take a different position on the tax
consequences of the exchange of your old notes for new notes in the exchange
offer and the ownership and disposition of the new notes by holders who acquire
the new notes pursuant to the exchange offer and that position may be sustained.

   We refer to you as a "U.S. Holder" if you are an individual or entity who or
that is:

  .   for purposes of the U.S. Internal Revenue Code, a citizen or resident in
      the U.S.;

  .   a corporation or other entity created or organized under the laws of the
      U.S. or any political subdivision of the U.S.;

  .   an estate, the income of which is subject to U.S. federal income taxation
      regardless of its source;

  .   a trust which either (1) is subject to the primary supervision of a court
      within the U.S. and the control of one or more U.S. persons, or (2) has
      elected to be treated as a U.S. person; or

  .   otherwise subject to U.S. federal income tax on a net income basis on the
      new notes.

   We refer to persons who or that are not "U.S. holders" as "non-U.S. holders."

                                      67



U.S. Holders

  Interest

   We believe that payments of stated interest on the new notes will constitute
"qualified stated interest" for purposes of the original issue discount ("OID")
rules of the code and generally will be taxable to you as ordinary income at
the time that such amounts are paid or accrued, in accordance with your method
of accounting for U.S. federal income tax purposes. We believe that the new
notes will not be issued with OID because they satisfy a statutory de minimus
exception. If the new notes were issued with OID, U.S. holders would be
required to include amounts of OID in income before the receipt of cash
attributable to such OID.

  Sale, Exchange or Other Taxable Disposition of a New Note

   As a U.S. holder, you will recognize gain or loss on the sale, retirement,
redemption or other taxable disposition of a new note in an amount equal to the
difference between (1) the amount of cash and the fair market value of other
property received in exchange for the new note, other than amounts for accrued
but unpaid stated interest, and (2) your adjusted tax basis in the new note.
Any gain or loss recognized will generally be capital gain or loss. The capital
gain or loss will generally be long-term capital gain or loss your holding
period for the new note is more than one year. Otherwise, the capital gain or
loss will be a short-term capital gain or loss.

  Market Discount

   U.S. holders should be aware that the resale of the new notes may be
affected by the "market discount" rules of the U.S. Internal Revenue Code under
which a purchaser of a new note acquiring the new note at a market discount
generally would be required to include as ordinary income a portion of the gain
realized upon the disposition or retirement of such new note, to the extent of
the market discount that has accrued but not been included in income while the
debt instrument was held by such purchaser.

  Exchange Offer

   As a U.S. holder, you will not recognize taxable gain or loss from
exchanging old notes for new notes in the registered exchange offer. The
holding period of the new notes will include the holding period of the old
notes that are exchanged for the new notes. The adjusted tax basis of the new
notes will be the same as the adjusted tax basis of the old notes exchanged for
the new notes immediately before the exchange.

  Backup Withholding and Information Reporting

   As a U.S. holder, you may be subject to information reporting and possible
backup withholding. If applicable, backup withholding would apply at a rate of
up to 31% on interest on, or the proceeds at a sale, exchange, redemption,
retirement, or other disposition of, a new note, unless you (1) are a
corporation or come within other exempt categories and, when required,
demonstrate this fact, or (2) provide us or our agent with your taxpayer
identification number, certify as to no loss of exemption from backup
withholding, and otherwise comply with the backup withholding rules.

Non-U.S. Holders

  Interest

   If you are a non-U.S. holder, interest paid to you on the new notes will not
be subject to U.S. withholding tax if:

  .   you do not actually or constructively own 10% or more of the total
      combined voting power of all classes of our stock;

                                      68



  .   you are not a "controlled foreign corporation" for U.S. federal income
      tax purposes that is related to us through stock ownership;

  .   you are not a bank that received the interest on an extension of credit
      made under a loan agreement entered into in the ordinary course of your
      trade or business; and

  .   either (1) you, as the beneficial owner of the exchange note, provide us
      or our agent with a statement, on U.S. Treasury Form W-8 BEN or a
      suitable substitute form, signed under penalties of perjury that includes
      your name and address and certifies that your are not a U.S. person, or
      (2) an exemption is otherwise established. If you hold your new notes
      through certain foreign intermediaries or certain foreign partnerships,
      such foreign intermediaries or partnerships must also satisfy the
      certification requirements of applicable U.S. Treasury Regulations.

   If these requirements are not met, you will be subject to U.S. withholding
tax at a rate of 30%, or lower treaty rate, if applicable, on interest payments.

  Effectively Connected Income

   Holders whose income on the new notes is subject to U.S. federal income tax
on a net income basis because such income is effectively connected with the
conduct of a trade or business within the United States should consult their
own tax advisors concerning the U.S. tax consequences acquiring of the new
notes.

  Sale, Exchange or Other Taxable Disposition of a New Note

   As a non-U.S. holder, gain realized by you on the sale, exchange or
redemption of a new note generally will not be subject to U.S. withholding tax.
However, gain will be subject to U.S. tax if (1) you are an individual who is
present in the U.S. for a total of 183 days or more during the taxable year in
which the gain is realized and other conditions are satisfied, or (2) you are
subject to tax under U.S. tax laws that apply to certain U.S. expatriates.

  Backup Withholding And Information Reporting

   The amount of any interest paid to, and the tax withheld with respect to, a
non-U.S. holder must generally be reported annually to the IRS and to such
non-U.S. holders regardless of whether any tax was actually withheld.

   Payments on the new notes made by us or our paying agent to noncorporate
non-U.S. holders may be subject to information reporting and possibly to
"backup withholding" at a rate of up to 31%. Information reporting and backup
withholding generally do not apply, however, to payments made by us or our
paying agent on a new note if we (1) have received from you the U.S. Treasury
Form W-8 BEN or a suitable substitute form as described above under "Non-U.S.
Holders--Interest." or otherwise establish an exemption and (2) do not have
actual knowledge that you are a U.S. holder.

   Payment of proceeds from a sale of a new note to or through the U.S. office
of a broker is subject to information reporting and backup withholding unless
you certify as to your non-U.S. status or otherwise establish an exemption from
information reporting and backup withholding and the broker does not have
actual knowledge a new note to or through a foreign office of a "broker," as
defined in the applicable U.S. Treasury Regulations, should not be subject to
information reporting or backup withholding. However, U.S. information
reporting, but not backup withholding, generally will apply to a payment made
outside the U.S. of the proceeds of the sale of a new note through an office
outside the U.S. of a broker if the broker:

  .   is a U.S. person;

  .   is a foreign person who derives 50% or more of its gross income from the
      conduct of a U.S. trade or business;

                                      69



  .   is a "controlled foreign corporation" for U.S. federal income tax
      purposes; or

  .   is a foreign partnership, if at any time during its taxable year, one or
      more of its partners are U.S. persons, as defined in U.S. Treasury
      Regulations, who in the aggregate hold more than 50% of the income or
      capital interest in the partnership or if, at any time during its taxable
      year, the foreign partnership is engaged in a U.S. trade or business.

   However, information reporting will not apply if (1) you certify as to your
non-U.S. status or the broker has documentary evidence in its records that your
are a non-U.S. holder, and certain other conditions are met or (2) an exemption
is otherwise established.

   Any amounts withheld under the backup withholding regulations from a payment
to you will be allowed as a refund or credit against your U.S. federal income
tax liability, provided that you follow the requisite procedures.

   The foregoing summary is included for general information only. Each holder
of old notes should consult its tax advisor as to the specific tax consequences
to it of the exchange offer, including the application of and effect of state,
local, foreign and other tax laws.

                                      70



                             PLAN OF DISTRIBUTION

   Each broker-dealer that receives new notes for its own account as a result
of market-making activities or other trading activities in connection with the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of new notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for old notes where such old
notes were acquired as a result of market-making activities or other trading
activities.

   We will receive no proceeds in connection with the exchange offer or any
sale of new notes by broker-dealers. New notes received by broker-dealers for
their own account pursuant to the exchange offer may be sold from time to time
in one or more transactions:

  .   in the over-the-counter market;

  .   in negotiated transactions;

  .   through the writing of options on the new notes; or

  .   a combination of these methods of resale,

at market prices prevailing at the time of resale, at prices related to
prevailing market prices, or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers that may receive
compensation in the form of commissions or concessions from the broker-dealers
or the purchasers of any new notes. Any broker-dealer that resells new notes
that were received by it for its own account pursuant to the exchange offer and
any broker or dealer that participates in a distribution of new notes may be
deemed to be an "underwriter" within the meaning of the Securities Act, and any
profit on any resale of new notes and any commissions or concessions received
by any such persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that by acknowledging that it
will deliver, and by delivering, a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

                                 LEGAL MATTERS

   Mayer, Brown, Rowe & Maw, Chicago, Illinois will pass on the validity of,
and certain legal matters concerning, the new notes.

                                    EXPERTS

   Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K as of April 29,
2001 and April 30, 2000 and for the years ended April 29, 2001, April 30, 2000
and April 25, 1999, as set forth in their report, which is incorporated by
reference into this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

                                      71



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

                                 $200,000,000

                                Exchange Offer

                          ISLE OF CAPRI CASINOS, INC.

                     9% Senior Subordinated Notes due 2012

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

                                  PROSPECTUS

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

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



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

   (a) Section 145 of the Delaware General Corporation Law; Section 83 of the
Louisiana Business Corporation Law; Article 8, Subarticle E of the Mississippi
Business Corporation Law; Article 109 of the Colorado Business Corporation Act;
Division VIII, Part E of the Iowa Business Corporation Act; Section 78.751 of
the Nevada Business Corporation Act; Section 351.355 of the General and
Business Corporation Law of the State of Missouri; and Section 607.0850 of the
Florida Business Corporation Act: (1) give corporations organized in those
states broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions, (2) give a director or officer who successfully defends an action
the right to be so indemnified and (3) authorize the co-registrants to buy
directors' and officers' liability insurance.

   (b) Article 8 of Isle of Capri's Certificate of Incorporation provides for
indemnification of directors and officers to the fullest extent permitted by
law.

   In accordance with Section 102(b)(7) of the Delaware General Corporation
Law, Isle of Capri's Certificate of Incorporation provides that directors shall
not be personally liable for monetary damages for breaches of their fiduciary
duty as directors except for (1) breaches of their duty of loyalty to the
registrant or its stockholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or knowing violations of law, (3) unlawful
payment of dividends as prohibited by Section 174 of the Delaware General
Corporation Law or (4) transactions from which a director derives an improper
personal benefit.

   Various provisions contained in the Articles of Incorporation, By-laws or
other organizational documents of the other co-registrants provide for
indemnification of the directors and officers of those co-registrants and, in
some cases, limit or eliminate the personal liability of the directors of those
co-registrants in accordance with the laws of the states in which those
co-registrants are organized.

Item 21.  Exhibits and Financial Statement Schedules

   (a) A list of exhibits filed with this registration statement is contained
in the index to exhibits, which is incorporated by reference.

   (b) None required or applicable.

   (c) Not applicable.

Item 22.  Undertakings

   Each of the undersigned registrants hereby undertakes:

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

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

      (ii) To reflect in the prospectus any facts or events arising after the
   effective date of the registration statement (or the most recent
   post-effective amendment thereof) that, individually or in the aggregate,
   represent a fundamental change in the information set forth in the
   registration statement.

                                     II-1



   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% 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.

   (2) That, for the purpose of determining any liability under the Securities
Act, 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.

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

   (4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.

   (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 or otherwise, the
registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act 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 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 and will be governed
by the final adjudication of such issue.

   (6) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form within one
business day of receipt of such request and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of this
registration statement through the date of responding to the request.

   (7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in this registration statement when it
became effective.

                                     II-2



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act, each of the registrants
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Biloxi, State of
Mississippi, on May 22, 2002.

                                              ISLE OF CAPRI CASINOS, INC.

                                              By:    /s/  Bernard Goldstein
                                                  ------------------------------
                                                             Bernard
                                                    Goldstein Chairman, Chief
                                                  Executive Officer and Director

                                              CSNO, L.L.C.; GEMINI, INC.; GRAND
                                              PALAISRIVERBOAT, INC.;
                                              IOC-BOONVILLE, INC.; IOC-COAHOMA,
                                              INC.; IOC-DAVENPORT, INC.;
                                              IOC-KANSAS CITY, INC.; IOC
                                              HOLDINGS, LLC;IOC-LULA, INC.;
                                              IOC-NATCHEZ, INC.; ISLE OFCAPRI
                                              BETTENDORF, LC; ISLE OF
                                              CAPRICASINO-TUNICA, INC.; ISLE OF
                                              CAPRICASINO COLORADO, INC.; ISLE
                                              OF CAPRIMARQUETTE, INC.; LL
                                              HOLDINGCORPORATION; LOUISIANA
                                              RIVERBOATGAMING PARTNERSHIP; LRGP
                                              HOLDINGS,L.L.C.; RIVERBOAT
                                              CORPORATION OFMISSISSIPPI;
                                              RIVERBOAT CORPORATION
                                              OFMISSISSIPPI-VICKSBURG;
                                              RIVERBOATSERVICES, INC.; ST.
                                              CHARLES GAMINGCOMPANY, INC.

                                              By:    /s/  Bernard Goldstein
                                                  ------------------------------
                                                             Bernard
                                                    Goldstein Chairman, Chief
                                                  Executive Officer and Director

                                              PPI, INC.

                                              By:    /s/  Bernard Goldstein
                                                  ------------------------------
                                                             Bernard
                                                  Goldstein Chairman, President,
                                                   Chief Executive Officer and
                                                            Director

                               POWER OF ATTORNEY

   Each person whose signature appears below constitutes and appoints Allan B.
Solomon and Rexford A. Yeisley, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and to
file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the SEC, or with any other regulatory authority, and
hereby grants unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                                     II-3



   Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

          Signature                        Title                  Date
          ---------                        -----                  ----
   /s/  Bernard Goldstein      Chairman, Chief Executive      May 22, 2002
- -----------------------------  Officer and Director--Isle of
      Bernard Goldstein        Capri Casinos, Inc.; CSNO,
                               L.L.C.; Gemini, Inc.; Grand
                               Palais Riverboat, Inc.;
                               IOC-Boonville, Inc.;
                               IOC-Coahoma, Inc.;
                               IOC-Davenport, Inc.;
                               IOC-Kansas City, Inc.; IOC
                               Holdings, LLC; IOC-Lula,
                               Inc.; IOC-Natchez, Inc.; Isle
                               of Capri Bettendorf, LC; Isle
                               of Capri Casino-Tunica, Inc.;
                               Isle of Capri Casino
                               Colorado, Inc.; Isle of Capri
                               Marquette, Inc.; LL Holding
                               Corporation; Louisiana
                               Riverboat Gaming Partnership;
                               LRGP Holdings, L.L.C.;
                               Riverboat Corporation of
                               Mississippi; Riverboat
                               Corporation of
                               Missippi-Vicksburg; Riverboat
                               Services, Inc.; St. Charles
                               Gaming Company, Inc.
                               (Principal Executive Officer)
                               Chairman, President, Chief
                               Executive Officer and
                               Director--PPI, Inc.
                               (Principal Executive Officer)

    /s/  John M. Gallaway      President, Chief Operating     May 22, 2002
- -----------------------------  Officer and Director--Isle of
      John M. Gallaway         Capri Casinos, Inc.; CSNO,
                               L.L.C.; Gemini, Inc.; Grand
                               Palais Riverboat, Inc.;
                               IOC-Boonville, Inc.;
                               IOC-Coahoma, Inc.;
                               IOC-Davenport, Inc.;
                               IOC-Kansas City, Inc.; IOC
                               Holdings, LLC; IOC-Lula,
                               Inc.; IOC-Natchez, Inc.; Isle
                               of Capri Bettendorf, LC; Isle
                               of Capri Casino-Tunica, Inc.;
                               Isle of Capri Casino
                               Colorado, Inc.; Isle of Capri
                               Marquette, Inc.; LL Holding
                               Corporation; Louisiana
                               Riverboat Gaming Partnership;
                               LRGP Holdings, L.L.C.;
                               Riverboat Corporation of
                               Mississippi; Riverboat
                               Corporation of
                               Missippi-Vicksburg; Riverboat
                               Services, Inc.; St. Charles
                               Gaming Company, Inc.
                               Director--PPI, Inc.

                                     II-4



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

    /s/ Allan B. Solomon       Executive Vice President,      May 22, 2002
- -----------------------------  Secretary, General Counsel
      Allan B. Solomon         and Director--Isle of Capri
                               Casinos, Inc.; CSNO, L.L.C.;
                               Gemini, Inc.; Grand Palais
                               Riverboat, Inc.;
                               IOC-Boonville, Inc.;
                               IOC-Coahoma, Inc.;
                               IOC-Davenport, Inc.;
                               IOC-Kansas City, Inc.; IOC
                               Holdings, LLC; IOC-Lula,
                               Inc.; IOC-Natchez, Inc.; Isle
                               of Capri Bettendorf, LC; Isle
                               of Capri Casino-Tunica, Inc.;
                               Isle of Capri Casino
                               Colorado, Inc.; Isle of Capri
                               Marquette, Inc.; LL Holding
                               Corporation; Louisiana
                               Riverboat Gaming Partnership;
                               LRGP Holdings, L.L.C.;
                               Riverboat Corporation of
                               Mississippi; Riverboat
                               Corporation of
                               Missippi-Vicksburg; Riverboat
                               Services, Inc.; St. Charles
                               Gaming Company, Inc.
                               Secretary and Director--PPI,
                               Inc.

  /s/  Robert S. Goldstein     Director--Isle of Capri        May 22, 2002
- -----------------------------  Casinos, Inc.
     Robert S. Goldstein

     /s/  Alan J. Glazer       Director--Isle of Capri        May 22, 2002
- -----------------------------  Casinos, Inc.
       Alan J. Glazer

    /s/  Emanuel Crystal       Director--Isle of Capri        May 22, 2002
- -----------------------------  Casinos, Inc.
       Emanuel Crystal

   /s/  W. Randolph Baker      Director--Isle of Capri        May 22, 2002
- -----------------------------  Casinos, Inc.
      W. Randolph Baker

  /s/  Jeffrey D. Goldstein    Director--Isle of Capri        May 22, 2002
- -----------------------------  Casinos, Inc.
    Jeffrey D. Goldstein

                                     II-5



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

   /s/  Rexford A. Yeisley     Senior Vice President, Chief   May 22, 2002
- -----------------------------  Financial Officer, Treasurer
     Rexford A. Yeisley        and Assistant Secretary--Isle
                               of Capri Casinos, Inc.; CSNO,
                               L.L.C.; Gemini, Inc.; Grand
                               Palais Riverboat, Inc.;
                               IOC-Boonville, Inc.;
                               IOC-Coahoma, Inc.;
                               IOC-Davenport, Inc.;
                               IOC-Kansas City, Inc.; IOC
                               Holdings, LLC; IOC-Lula,
                               Inc.; IOC-Natchez, Inc.; Isle
                               of Capri Bettendorf, LC; Isle
                               of Capri Casino-Tunica, Inc.;
                               Isle of Capri Casino
                               Colorado, Inc.; Isle of Capri
                               Marquette, Inc.; LL Holding
                               Corporation; Louisiana
                               Riverboat Gaming Partnership;
                               LRGP Holdings, L.L.C.;
                               Riverboat Corporation of
                               Mississippi; Riverboat
                               Corporation of
                               Missippi-Vicksburg; Riverboat
                               Services, Inc.; St. Charles
                               Gaming Company, Inc.
                               (Principal Financial and
                               Accounting Officer)

                               Treasurer--PPI, Inc.
                               (Principal Financial and
                               Accounting Officer)

                                     II-6



                               INDEX TO EXHIBITS



Exhibit
Number                                             Description
- ------                                             -----------
     
 1.1    Purchase Agreement, dated as of March 21, 2002, among Isle of Capri Casinos, Inc., the subsidiary
        guarantors named therein and Dresdner Kleinwort Wasserstein-Grantchester, Inc. for itself and as
        representative of the other initial purchasers
 3.1A   Certificate of Incorporation of Casino America, Inc.(4)
 3.1B   Amendment to Certificate of Incorporation of Casino America, Inc.(13)
 3.2A   By-laws of Casino America, Inc.(4)
 3.2B   Amendments to By-laws of Casino America, Inc., dated February 7, 1997(10)
 3.3    Articles of Organization of CSNO, L.L.C.
 3.4    Operating Agreement of CSNO, L.L.C.
 3.5    Amended and Restated Articles of Incorporation of Grand Palais Riverboat, Inc.(14)
 3.6    By-laws of Grand Palais Riverboat, Inc.(14)
 3.7    Articles of Incorporation of IOC-Coahoma, Inc.(14)
 3.8    By-laws of IOC-Coahoma, Inc.(14)
 3.9    Articles of Incorporation of Isle of Capri Casino-Tunica, Inc.(14)
 3.10   By-laws of Isle Capri Casino-Tunica, Inc.(14)
 3.11   Articles of Incorporation of Isle of Capri Casino Colorado, Inc.(14)
 3.12   By-laws of Isle of Capri Casino Colorado, Inc.(14)
 3.13   Amended and Restated Partnership Agreement of Louisiana Riverboat Gaming Partnership(14)
 3.14   Articles of Organization of LRGP Holdings, L.L.C.
 3.15   Operating Agreement of LRGP Holdings, L.L.C.
 3.16   Articles of Incorporation of PPI, Inc.(14)
 3.17   By-laws of PPI, Inc.(14)
 3.18   Articles of Incorporation of Riverboat Corporation of Mississippi(14)
 3.19   By-laws of Riverboat Corporation of Mississippi(14)
 3.20   Articles of Incorporation of Riverboat Corporation of Mississippi-Vicksburg(14)
 3.21   By-laws of Riverboat Corporation of Mississippi-Vicksburg(14)
 3.22   Articles of Incorporation of Riverboat Services, Inc.(14)
 3.23   By-laws of Riverboat Services, Inc.(14)
 3.24   Articles of Incorporation of St. Charles Gaming Company, Inc.(14)
 3.25   By-laws of St. Charles Gaming Company, Inc.(14)
 3.26   Articles of Organization of IOC Holdings, LLC
 3.27   Operating Agreement of IOC Holdings, LLC
 3.28   Articles of Incorporation of IOC-Natchez, Inc.
 3.29   By-laws of IOC-Natchez, Inc.
 3.30   Articles of Incorporation of IOC-Lula, Inc.
 3.31   By-laws of IOC-Lula, Inc.
 3.32   Articles of Incorporation of IOC-Boonville, Inc.
 3.33   By-laws of IOC-Boonville, Inc.
 3.34   Articles of Incorporation of IOC-Kansas City, Inc.
 3.35   By-laws of IOC-Kansas City, Inc.
 3.36   Articles of Organization of Isle of Capri Bettendorf, LC
 3.37   Operating Agreement of Isle of Capri Bettendorf, LC
 3.38   Articles of Incorporation of Isle of Capri Marquette, Inc.
 3.39   By-laws of Isle of Capri Marquette, Inc.
 3.40   Articles of Incorporation of IOC-Davenport, Inc.
 3.41   By-laws of IOC-Davenport, Inc.






   Exhibit
   Number                            Description
   ------                            -----------
        
     3.42  Articles of Incorporation of Gemini, Inc.
     3.43  By-laws of Gemini, Inc.
     3.44  Articles of Incorporation of LL Holding Corporation
     3.45  By-laws of LL Holding Corporation
     4.1   Specimen Certificate of Common Stock(1)
     4.2   Isle of Capri Casinos, Inc. agrees to furnish to the Securities
           and Exchange Commission, upon its request, the instruments
           defining the rights of holders of long term debt where the total
           amount of securities authorized thereunder does not exceed 10%
           of Isle of Capri Casinos, Inc.'s total consolidated assets
     4.3   Indenture, dated as of March 27, 2002 among Isle of Capri
           Casinos, Inc., the subsidiary guarantors named therein and State
           Street Bank and Trust Company, as trustee
     4.4   Registration Rights Agreement, dated as of March 27, 2002, among
           Isle of Capri Casinos, Inc., the subsidiary guarantors named
           therein and Dresdner Kleinwort Wasserstein-Grantschester, Inc.
           for itself and as representative of the other initial purchasers
     4.5A  Indenture, dated as of April 23, 1999, among Isle of Capri
           Casinos, Inc. the subsidiary guarantors named therein and State
           Street Bank and Trust Company, as trustee(10)
     4.5B  First Supplemental Indenture, dated as of September 16, 1999,
           among Isle of Capri Casinos, Inc. the subsidiary guarantors
           named therein and State Street Bank and Trust Company, as trustee
     4.5C  Second Supplemental Indenture, dated as of April 30, 2001, among
           Isle of Capri Casinos, Inc. the subsidiary guarantors named
           therein and State Street Bank and Trust Company, as trustee
     4.6   Registration Rights Agreement, dated as of April 23, 1999, among
           Isle of Capri Casinos, Inc., the subsidiary guarantors named
           therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated
           and Wasserstein Perella Securities, Inc., for themselves and on
           behalf of the other initial purchasers(10)
     4.7   Rights Agreement, dated as of February 7, 1997, between Casino
           America, Inc. and Norwest Bank Minnesota, N.A., as rights
           agent(9)
     5.1   Opinion of Mayer, Brown, Rowe & Maw as to the legality of the
           securities being registered
    10.1   Casino America, Inc. 1992 Stock Option Plan(2)
    10.2   Casino America, Inc. 1992 Stock Option Plan Amendment(3)
    10.3   Casino America, Inc. 1993 Stock Option Plan, as amended(7)
    10.4   Casino America, Inc. description of Employee Bonus Plan(3)
    10.5   Casino America, Inc. Retirement Trust and Savings Plan(3)
    10.6   Director's Option Plan(6)
    10.7   Biloxi Waterfront Project Lease dated as of April 9, 1994 by and
           between the City of Biloxi, Mississippi and Riverboat
           Corporation of Mississippi(5)
    10.8   First Amendment to Biloxi Waterfront Project Lease (Hotel
           Lease), dated as of April 26, 1995, by and between Riverboat
           Corporation of Mississippi(7)
    10.9   Amended and Restated Lease, dated as of April 19, 1999, among
           Port Resources, Inc. and CRU, Inc., as landlords and St. Charles
           Gaming Company, Inc., as tenant(13)
    10.10  Amended Casino America, Inc. 1992 Stock Option Plan(8)
    10.11  Amended Casino America, Inc. 1993 Stock Option Plan(8)
    10.12  Amended Casino America, Inc. 1993 Stock Option Plan(11)
    10.13  Amended Casino America, Inc. 1993 Stock Option Plan(12)
    10.14  Lease of property in Coahoma, Mississippi dated as of November
           16, 1993 by and among Roger Allen Johnson, Jr., Charles Bryant
           Johnson and Magnolia Lady, Inc.*
    10.15  Addendum to Lease dated as of June 22, 1994 by and among Roger
           Allen Johnson, Jr., Charles Bryant Johnson and Magnolia Lady,
           Inc.(15)
    10.16  Second addendum to Lease dated as of October 17, 1995 by and
           among Roger Allen Johnson, Jr., Charles Bryant Johnson and
           Magnolia Lady, Inc.(15)
    10.17  Amended and Restated Operating Agreement of Isle of Capri Black
           Hawk, L.L.C., dated as of July 29, 1997, between Casino America
           of Colorado, Inc. and Blackhawk Gold, Ltd., as amended*






Exhibit
Number                                             Description
- ------                                             -----------
     
 10.18  Development Agreement dated as of June 17, 1997, between City of Bettendorf, Lady Luck
        Bettendorf, Lady Luck Quad Cities, Inc. and Bettendorf Riverboat Development, LC*
 10.19  Operator's Contract, dated as of December 28, 1989, between Riverboat Development Authority and
        the Connelley Group, LP, as amended on February 9, 1990, March 1, 1990, January 1, 1991,
        September 30, 1994 and March 1, 1998*
 10.20  2000 Long-Term Stock Incentive Plan(16)
 10.21  Isle of Capri Deferred Bonus Plan(16)
 10.22  Employment Agreement dated as of January 1, 2002 between Isle of Capri Casinos, Inc. and John M.
        Gallaway*
 10.23  Employment Agreement dated as of January 1, 2002 between Isle of Capri Casinos, Inc. and Allan B.
        Solomon*
 10.24  Employment Agreement dated as of January 1, 2002 by and between Isle of Capri Casinos, Inc. and
        Rexford A. Yeisley*
 10.25  Employment Agreement dated as of January 1, 2002 by and between Isle of Capri Casinos, Inc. and
        Timothy M. Hinkley*
 10.26  Employment Agreement dated as of January 1, 2002 between Isle of Capri Casinos, Inc. and Bernard
        Goldstein*
 10.27  Second Amended and Restated Credit Agreement, dated as of April 26, 2002, among Isle of Capri
        Casinos, Inc., the lenders listed therein, Canadian Imperial Bank of Commerce, as administrative
        agent and issuing lender, Dresdner Bank AG, New York and Grand Cayman Branches and Deutsche
        Bank Trust Company Americas, as co-syndication agents, Credit Lyonnais Los Angeles Branch,
        Wells Fargo Bank, N.A. and The CIT Group/Equipment Financing, Inc., as co-documentation agents
        and CIBC World Market Corp., as lead arranger
 11.1   Computation of ratio of per share earnings
 12.1   Computation of ratio of earnings to fixed charges
 21.1   Subsidiaries of Isle of Capri Casinos, Inc.
 23.1   Consent of Ernst & Young LLP
 23.2   Consent of Mayer, Brown, Rowe & Maw (contained in Exhibit 5.1)
 24.1   Powers of attorney (contained on the signature page to this registration statement)
 25.1   Form T-1 Statement of eligibility under the Trust Indenture Act of 1939 of State Street Bank and
        Trust Company
 99.1   Form of Letter of Transmittal
 99.2   Form of Notice of Guaranteed Delivery

- --------
*  To be filed by amendment to this registration statement.
(1) Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
    for the fiscal year ended April 30, 1992 (File No. 0-20538) and
    incorporated herein by reference.
(2) Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-K
    filed June 17, 1992 (File No. 0-20538) and incorporated herein by reference.
(3) Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
    for the fiscal year ended April 30, 1993 (File No. 0-20538) and
    incorporated herein by reference.
(4) Filed as an exhibit to Casino America, Inc.'s Registration Statement on
    Form S-1 filed September 3, 1993, as amended (Reg. No. 33-68434), and
    incorporated herein by reference.
(5) Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
    for the fiscal year ended April 30, 1994 (File No. 0-20538) and
    incorporated herein by reference.
(6) Filed as an exhibit to Casino America, Inc.'s Registration Statement on
    Form S-8 filed June 30, 1994 (File No. 33-80918) and incorporated herein by
    reference.
(7) Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
    for the fiscal year ended April 30, 1995 (File No. 0-20538) and
    incorporated herein by reference.



(8) Filed as an exhibit to Casino America, Inc.'s Proxy Statement for the
    fiscal year ended April 30, 1996 (File No. 0-20538) and incorporated herein
    by reference.
(9) Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-K
    filed on February 14, 1997 (File No. 0-20538) and incorporated herein by
    reference.
(10) Filed as an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on Form
     10-K for the fiscal year ended April 27, 1997 (File No. 0-20538) and
     incorporated herein by reference.
(11) Filed as an exhibit to Casino America, Inc.'s Proxy Statement for the
     fiscal year ended April 27, 1997 (File No. 0-20538) and incorporated
     herein by reference.
(12) Filed as an exhibit to Casino America, Inc.'s Proxy Statement for the
     fiscal year ended April 26, 1998 (File No. 0-20538) and incorporated
     herein by reference.
(13) Filed as an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on Form
     10-K for the fiscal year ended April 25, 1999 (File No. 0-20538) and
     incorporated herein by reference.
(14) Filed as an exhibit to Isle of Capri Casinos, Inc.'s Registration
     Statement on Form S-4 filed on July 2, 1999 (File No. 333-82243) and
     incorporated herein by reference.
(15) Filed as an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on Form
     10-K for the fiscal year ended April 30, 2000 (File No. 0-20538) and
     incorporated herein by reference.
(16) Filed as an exhibit to Isle of Capri Casinos, Inc.'s Proxy Statement for
     the fiscal year ended April 30, 2000 (File No. 0-20538) and incorporated
     herein by reference.

EX-1.1

                                                                     EXHIBIT 1.1

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




                          ISLE OF CAPRI CASINOS, INC.
                            (a Delaware corporation)





                     9% Senior Subordinated Notes Due 2012





                               PURCHASE AGREEMENT





Dated:  March 21, 2002




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



                                Table of Contents

                               PURCHASE AGREEMENT


                                                                                                         Page

             
SECTION 1.      Representations and Warranties by the Company and Subsidiary
                Guarantors ..............................................................................  3

SECTION 2.      Sale and Delivery to Initial Purchasers; Closing ........................................ 15

SECTION 3.      Covenants of the Company ................................................................ 16

SECTION 4.      Payment of Expenses ..................................................................... 18

SECTION 5.      Conditions of Initial Purchasers' Obligations ........................................... 18

SECTION 6.      Subsequent Offers and Resales of the Securities ......................................... 20

SECTION 7.      Indemnification ......................................................................... 24

SECTION 8.      Contribution ............................................................................ 27

SECTION 9.      Representations, Warranties and Agreements to Survive Delivery .......................... 28

SECTION 10.     Termination of Agreement ................................................................ 28

SECTION 11.     Default by One or More of the Initial Purchasers ........................................ 29

SECTION 12.     Notices ................................................................................. 29

SECTION 13.     Parties ................................................................................. 30

SECTION 14.     Governing Law and Time .................................................................. 30

SECTION 15.     Effect of Headings ...................................................................... 30


SCHEDULES

         Schedule A - List of Initial Purchasers ........................................................  Sch A-1

         Schedule B - Pricing Information ...............................................................  Sch B-1


EXHIBITS

         Exhibit A - Form of Opinion of Company's Counsel



                          ISLE OF CAPRI CASINOS, INC.
                            (a Delaware corporation)

                                  $200,000,000
                     9% Senior Subordinated Notes due 2012

                               PURCHASE AGREEMENT

                                                                  March 21, 2002

DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.
as Representative of the several Initial Purchasers

c/o

Dresdner Kleinwort Wasserstein - Grantchester,
Inc.
1301 Avenue of the Americas
New York, New York  10019

Ladies and Gentlemen:

     Isle of Capri Casinos, Inc., a Delaware corporation (the "Company"),
     Riverboat Corporation of Mississippi, a Mississippi corporation ("RCM"),
     Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation
     ("RCM-Vicksburg"), Riverboat Services, Inc., an Iowa corporation ("RSI"),
     CSNO, L.L.C., a Louisiana limited liability company ("CSNO"), Louisiana
     Riverboat Gaming Partnership, a Louisiana general partnership ("LRGP"), St.
     Charles Gaming Company, Inc., a Louisiana corporation ("SCGC"), IOC
     Holdings, L.L.C., a Louisiana limited liability company ("IOCH"), Grand
     Palais Riverboat, Inc., a Louisiana corporation ("GPRI"), LRGP Holdings,
     L.L.C., a Louisiana limited liability company ("LRGP Holdings"), P.P.I.,
     Inc., a Florida corporation ("PPI"), Isle of Capri Casino Colorado, Inc., a
     Colorado corporation ("Isle Colorado"), Isle of Capri Casino-Tunica, Inc.,
     a Mississippi corporation ("Isle-Tunica"), IOC-Coahoma, Inc., a Mississippi
     corporation ("IOC-Coahoma"), IOC-Natchez, Inc., a Mississippi corporation,
     ("Isle-Natchez"), IOC-Lula, Inc., a Mississippi corporation ("Isle-Lula"),
     IOC-Boonville, Inc., a Nevada Corporation ("Isle-Boonville"), IOC-Kansas
     City, Inc., a Missouri corporation ("Isle-Kansas City"), Isle of Capri
     Bettendorf, L.C., an Iowa limited liability company ("Isle-Bettendorf"),
     Isle of Capri Marquette, Inc., an Iowa corporation ("Isle-Marquette"),
     IOC-Davenport, Inc., an Iowa corporation ("Isle-Davenport"), LL Holding
     Corporation, a Nevada corporation ("LLHC") and Gemini, Inc., a Nevada
     corporation ("Gemini" and together with RCM, RCM-Vicksburg, RSI, CSNO,
     LRGP, SCGC, IOCH, GPRI, LRGP Holdings, PPI, Isle Colorado, Isle-Tunica,
     IOC-Coahoma, Isle-Natchez, Isle-Lula, Isle-Boonville, Isle-Kansas City,
     Isle-Bettendorf, Isle-Marquette, Isle-Davenport and LLHC, the "Subsidiary
     Guarantors"), confirm their agreement with Dresdner Kleinwort Wasserstein -
     Grantchester, Inc. ("Wasserstein") and each of the other Initial Purchasers
     named in Schedule A hereto (together with Wasserstein, the "Initial
     Purchasers," which term shall also include any initial



     purchaser substituted as hereinafter provided in Section 11 hereof), for
     whom Wasserstein is acting as representative (in such capacity, the
     "Representative"), with respect to the issue and sale by the Company and
     the purchase by the Initial Purchasers, acting severally and not jointly,
     of the respective principal amounts set forth in said Schedule A of
     $200,000,000 aggregate principal amount of the Company's Senior
     Subordinated Notes due 2012 (the "Notes").

         The Notes are to be issued pursuant to an indenture to be dated as of
the Closing Time (as defined) (the "Indenture") among the Company, the
Subsidiary Guarantors and State Street Bank & Trust Company, as trustee (the
"Trustee"). The Notes will be unconditionally guaranteed by the Subsidiary
Guarantors on a senior subordinated basis pursuant to the terms of the Indenture
(the "Subsidiary Guarantees"). As used herein, the term "Securities" shall
include the Notes and the Subsidiary Guarantees. Notes issued in book-entry form
will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC")
pursuant to a letter agreement, to be dated as of the Closing Time (as defined
in Section 2(b)) (the "DTC Agreement"), among the Company, the Trustee and DTC.
As used herein, the term "Operative Documents" refers to this Agreement, the
Notes, the Subsidiary Guarantees, the Indenture, that certain Registration
Rights Agreement among the parties hereto (the "Registration Rights Agreement"),
and the notes and the subsidiary guarantees to be issued in exchange for the
Securities pursuant to the Registration Rights Agreement.

         The Company and the Subsidiary Guarantors understand that the Initial
Purchasers propose to make an offering of the Securities on the terms and in the
manner set forth herein and agree that the Initial Purchasers may resell,
subject to the conditions set forth herein, all or a portion of the Securities
to purchasers ("Subsequent Purchasers") at any time after this Agreement has
been executed and delivered. The Securities are to be offered and sold through
the Initial Purchasers without being registered under the Securities Act of
1933, as amended (the "1933 Act"), in reliance upon exemptions therefrom.
Pursuant to the terms of the Securities and the Indenture, investors that
acquire Securities may resell or otherwise transfer such Securities only if such
Securities are hereafter registered under the 1933 Act or if an exemption from
the registration requirements of the 1933 Act is available (including the
exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S")
of the rules and regulations promulgated under the 1933 Act by the Securities
and Exchange Commission (the "Commission")).

         The Company has prepared and delivered to each Initial Purchaser copies
of a preliminary offering memorandum dated March 18, 2002 (the "Preliminary
Offering Memorandum") and has prepared and will deliver to each Initial
Purchaser, on the date hereof or the next succeeding day, copies of a final
offering memorandum dated March 21, 2002 (the "Final Offering Memorandum"), each
for use by such Initial Purchaser in connection with its solicitation of
purchases of, or offering of, the Securities. "Offering Memorandum" means, with
respect to any date or time referred to in this Agreement, the most recent
offering memorandum (whether the Preliminary Offering Memorandum or the Final
Offering Memorandum, or any amendment or supplement to either such document),
including any documents incorporated therein by reference, which has been
prepared and delivered by the Company to the Initial Purchasers in connection
with their solicitation of purchases of, or offering of, the Securities.

                                      -2-




          All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Offering Memorandum (or other references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information
which are incorporated by reference in the Offering Memorandum; and all
references in this Agreement to amendments or supplements to the Offering
Memorandum shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by
reference in the Offering Memorandum.

          SECTION 1.  Representations and Warranties by the Company and
                      -------------------------------------------------
Subsidiary Guarantors.  The Company and the Subsidiary Guarantors represent and
- ---------------------
warrant to each Initial Purchaser as of the date hereof and as of the Closing
Time referred to in Section 2(b) hereof, and agree with each Initial Purchaser,
as follows:

               (i)    Offering Memorandum. The Offering Memorandum does not, and
                      -------------------
          at the Closing Time will not, include an untrue statement of a
          material fact or omit to state a material fact necessary in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading; provided that this
          representation, warranty and agreement shall not apply to statements
          in or omissions from the Offering Memorandum made in reliance upon and
          in conformity with information furnished to the Company in writing by
          any Initial Purchaser through Wasserstein expressly for use in the
          Offering Memorandum.

               (ii)   Incorporated  Documents.  The Offering Memorandum  as
                      -----------------------
          delivered from time to time shall incorporate by reference the most
          recent Annual Report of the Company on Form 10-K filed with the
          Commission and each Quarterly Report of the Company on Form 10-Q and
          each Current Report of the Company on Form 8-K filed with the
          Commission since the end of the fiscal year to which such Annual
          Report relates. The documents incorporated or deemed to be
          incorporated by reference in the Offering Memorandum at the time they
          were or hereafter are filed with the Commission complied and will
          comply in all material respects with the requirements of the 1934 Act
          and the rules and regulations of the Commission thereunder (the "1934
          Act Regulations"), and, when read together with the other information
          in the Offering Memorandum, at the time the Offering Memorandum was
          issued and at the Closing Time, did not and will not include an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein, in
          light of the circumstances under which they were made, not misleading.

               (iii)  Independent Accountants. The accountants who certified the
                      -----------------------
          financial statements and supporting schedules included in the Offering
          Memorandum are independent public accountants with respect to the
          Company and its subsidiaries within the meaning of Rule 101 of the
          Code of Professional Conduct of the American Institute of Certified
          Public Accountants and its interpretations and rulings thereunder. As
          used herein, "subsidiaries" has the meaning ascribed thereto in
          Regulation S-X under the 1933 Act.

                                      -3-




               (iv)   Financial Statements. The financial statements, together
                      --------------------
          with the related notes, included in the Offering Memorandum present
          fairly in all material respects the financial condition of the Company
          and its consolidated subsidiaries at the dates indicated and the
          statement of operations, stockholders' equity and cash flows of the
          Company and its consolidated subsidiaries for the periods specified;
          said financial statements have been prepared in conformity with
          generally accepted accounting principles ("GAAP") applied on a
          consistent basis throughout the periods involved, except (in the case
          of those supplying quarterly information) as to the absence of
          footnotes and subject to normal year-end adjustments. The selected
          historical financial data and the summary financial information
          included in the Offering Memorandum present fairly, in all material
          respects, the information shown therein and have been compiled on a
          basis consistent with that of the audited financial statements
          included in the Offering Memorandum. The pro forma financial data of
          the Company and its subsidiaries and the related notes thereto
          included in the Offering Memorandum present fairly, in all material
          respects, the information shown therein, have been prepared in
          accordance with the Commission's rules and guidelines with respect to
          pro forma financial statements and have been properly compiled on the
          bases described therein, the assumptions used in the preparation
          thereof were made in good faith and are believed by the Company to be
          reasonable and the adjustments used therein are believed by the
          Company to be appropriate to give effect to the transactions and
          circumstances referred to therein. Except as set forth in the Offering
          Memorandum, the historical consolidated financial statements of the
          Company together with the notes thereto forming part of the Offering
          Memorandum comply as to form in all material respects with the
          requirements applicable to financial statements required to be
          included in registration statements on Form S-3 under the 1933 Act.
          The forward-looking statements contained in the Offering Memorandum
          are based upon good faith estimates and assumptions believed by the
          Company and the Subsidiary Guarantors to be reasonable at the time
          made.

               (v)    No Material Adverse Change.  Since the respective dates as
                      --------------------------
          of which information is given in the Offering Memorandum, except as
          otherwise stated therein, (A) there has been no event or condition
          that could be reasonably expected to result in a material adverse
          change in the condition, financial or otherwise, or in the results of
          operations, business affairs or business prospects of the Company and
          its subsidiaries considered as one enterprise, whether or not arising
          in the ordinary course of business (a "Material Adverse Effect"), (B)
          there have been no transactions entered into by the Company or any of
          its subsidiaries, other than those in the ordinary course of business,
          which are material with respect to the Company and its subsidiaries
          considered as one enterprise and (C) there has been no dividend or
          distribution of any kind declared, paid or made by the Company on any
          class of its capital stock.

               (vi)   Good Standing of the Company. The Company has been duly
                      ----------------------------
          organized and is validly existing as a corporation in good standing
          under the laws of the State of Delaware and has corporate power and
          authority to own, lease and

                                      -4-




          operate its properties and to conduct its business as described in the
          Final Offering Memorandum and to enter into and perform its
          obligations under this Agreement; and the Company is duly qualified as
          a foreign corporation to transact business and is in good standing in
          each other jurisdiction in which such qualification is required,
          whether by reason of the ownership or leasing of property or the
          conduct of business, except where the failure so to qualify or to be
          in good standing would not result in a Material Adverse Effect.

               (vii)  Good Standing of Designated Subsidiaries.  Each Subsidiary
                      ----------------------------------------
          Guarantor and each other "significant subsidiary" of the Company (as
          such term is defined in Rule 1-02 of Regulation S-X) (collectively,
          the "Designated Subsidiaries") has been duly organized and is validly
          existing as an entity in good standing under the laws of the
          jurisdiction of its incorporation, has all requisite power (corporate
          or otherwise) and authority to own, lease and operate its properties
          and to conduct its business as described in the Final Offering
          Memorandum and is duly qualified as a foreign entity to transact
          business and is in good standing in each jurisdiction in which such
          qualification is required, whether by reason of the ownership or
          leasing of property or the conduct of business, except where the
          failure to so qualify or to be in good standing would not result in a
          Material Adverse Effect; except as otherwise disclosed in the Offering
          Memorandum, all of the issued and outstanding capital stock of each
          Designated Subsidiary has been duly authorized and validly issued, is
          fully paid and non-assessable and is owned by the Company, directly or
          through wholly-owned subsidiaries, free and clear of any security
          interest, mortgage, pledge, lien, encumbrance, claim or equity; none
          of the outstanding shares of capital stock of the Designated
          Subsidiaries was issued in violation of any preemptive or similar
          rights of any securityholder of such Designated Subsidiary.

               (viii) Capitalization. The shares of issued and outstanding
                      --------------
          capital stock of the Company and each of its subsidiaries have been
          duly authorized and validly issued and are fully paid and
          non-assessable; none of the outstanding shares of capital stock of the
          Company or any of its subsidiaries was issued in violation of the
          preemptive or other similar rights of any securityholder of the
          Company or any of its subsidiaries.

               (ix)   Authorization of Agreements. This Agreement has been duly
                      ---------------------------
          authorized, executed and delivered by the Company and the Subsidiary
          Guarantors and is a legal, valid and binding agreement of the Company
          and the Subsidiary Guarantors enforceable against each of them in
          accordance with its terms except as the enforcement hereof may be
          limited by (A) bankruptcy, insolvency (including, without limitation,
          all laws relating to fraudulent transfers), reorganization, moratorium
          or similar laws affecting enforcement of creditors' rights generally,
          (B) general principles of equity (regardless of whether enforcement is
          considered in a proceeding in equity or at law) and (C) with respect
          to rights of indemnification or contribution, federal or state
          securities laws or principles of public policy. The Registration
          Rights Agreement has been duly authorized and, when duly executed and
          delivered in accordance with its

                                      -5-




          terms by each of the parties thereto, will constitute a legal, valid
          and binding agreement of the Company and the Subsidiary Guarantors
          enforceable against each of them in accordance with its terms except
          as the enforcement thereof may be limited by (A) bankruptcy,
          insolvency (including, without limitation, all laws relating to
          fraudulent transfers), reorganization, moratorium or similar laws
          affecting enforcement of creditors' rights generally, (B) general
          principles of equity (regardless of whether enforcement is considered
          in a proceeding in equity or at law) and (C) with respect to rights of
          indemnification or contribution, federal or state securities laws or
          principles of public policy.

               (x)    Authorization of the Indenture.  The Indenture has been
                      ------------------------------
          duly authorized by the Company and the Subsidiary Guarantors and, when
          executed and delivered by the Company, the Subsidiary Guarantors and
          the Trustee, will constitute a valid and binding agreement of the
          Company and the Subsidiary Guarantors, enforceable against each of
          them in accordance with its terms, except as the enforcement thereof
          may be limited by bankruptcy, insolvency (including, without
          limitation, all laws relating to fraudulent transfers),
          reorganization, moratorium or similar laws affecting enforcement of
          creditors' rights generally and except as enforcement thereof is
          subject to general principles of equity (regardless of whether
          enforcement is considered in a proceeding in equity or at law).

               (xi)   Authorization of the Securities.  The Notes and the
                      -------------------------------
          Subsidiary Guarantees have been duly authorized and, at the Closing
          Time, will have been duly executed by the Company and the Subsidiary
          Guarantors, respectively, and, when authenticated, issued, executed
          and delivered in the manner provided for in the Indenture and
          delivered against payment of the purchase price therefor as provided
          in this Agreement, will constitute valid and binding obligations of
          the Company and the Subsidiary Guarantors, respectively, enforceable
          against them in accordance with their terms, and the notes and
          subsidiary guarantees to be issued in exchange for the Securities
          pursuant to the Registration Rights Agreement have been duly and
          validly authorized by the Company and the Subsidiary Guarantors,
          respectively, and if and when duly authenticated in accordance with
          the terms of the Indenture and delivered in accordance with the
          exchange offer provided for in the Registration Rights Agreement, will
          constitute valid and binding obligations of the Company and the
          Subsidiary Guarantors, respectively, enforceable against them in
          accordance with their terms, except in each case as the enforcement
          thereof may be limited by bankruptcy, insolvency (including, without
          limitation, all laws relating to fraudulent transfers),
          reorganization, moratorium or similar laws affecting enforcement of
          creditors' rights generally and except as enforcement thereof is
          subject to general principles of equity (regardless of whether
          enforcement is considered in a proceeding in equity or at law), and
          will be in the form contemplated by, and entitled to the benefits of,
          the Indenture.

               (xii)  Description of Certain Operative Agreements. The
                      -------------------------------------------
          Securities, the Indenture and the Registration Rights Agreement will
          conform in all material

                                      -6-




          respects to the respective statements relating thereto contained in
          the Final Offering Memorandum.

               (xiii) Absence of Defaults and Conflicts. None of the Company or
                      ---------------------------------
          any of its subsidiaries is in violation of its charter or by-laws or
          in default in the performance or observance of any obligation,
          agreement, covenant or condition contained in any contract, indenture,
          mortgage, deed of trust, loan or credit agreement, note, lease or
          other agreement or instrument to which the Company or any of its
          subsidiaries is a party or by which any of them may be bound, or to
          which any of the property or assets of the Company or any of its
          subsidiaries is subject (collectively, "Agreements and Instruments")
          except for such defaults that would not result in a Material Adverse
          Effect; and the execution, delivery and performance of this Agreement,
          the Indenture, the Registration Rights Agreement, the Securities and
          any other agreement or instrument entered into or issued or to be
          entered into or issued by the Company or any Subsidiary Guarantor in
          connection with the transactions contemplated hereby and the
          consummation of the transactions contemplated herein and therein
          (including the issuance and sale of the Securities and the use of the
          proceeds from the sale of the Securities as described in the Offering
          Memorandum under the caption "Use of Proceeds") and compliance by the
          Company and the Subsidiary Guarantors with their obligations hereunder
          and under the Operative Agreements have been duly authorized by all
          necessary action (corporate or otherwise) and do not and will not,
          whether with or without the giving of notice or passage of time or
          both, conflict with or constitute a breach of, or default or a
          Repayment Event (as defined below) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon any property or
          assets of the Company or any of its subsidiaries pursuant to the
          Agreements and Instruments, except for such conflicts, breaches or
          defaults or liens, charges or encumbrances that are disclosed in the
          Offering Memorandum or that, singly or in the aggregate, would not
          result in a Material Adverse Effect, nor will such action result in
          any violation of the provisions of the charter or by-laws of the
          Company or any of its subsidiaries or any applicable law, statute,
          rule, regulation, judgment, order, writ or decree of any government,
          government instrumentality or court, domestic or foreign, having
          jurisdiction over the Company or any of its subsidiaries or any of
          their assets, properties or operations. As used herein, a "Repayment
          Event" means any event or condition which gives the holder of any
          note, debenture or other evidence of indebtedness (or any person
          acting on such holder's behalf) the right to require the repurchase,
          redemption or repayment of all or a portion of such indebtedness by
          the Company or any of its subsidiaries.

               (xiv)  Absence of Labor Dispute. No labor dispute with the
                      ------------------------
          employees of the Company or any subsidiary exists or, to the knowledge
          of the Company, is threatened, and the Company is not aware of any
          existing or threatened labor disturbance by the employees of its or
          any subsidiary's principal suppliers, manufacturers or contractors,
          which, in either case, may reasonably be expected to result in a
          Material Adverse Effect. None of the Company and its subsidiaries has
          violated (i) any federal, state or local law or foreign law relating
          to

                                      -7-




          discrimination in hiring, promotion or pay of employees, (ii) any
          applicable wage or hour laws or (iii) any provision of the Employee
          Retirement Income Security Act of 1974, as amended ("ERISA"), or the
                                                               -----
          rules and regulations thereunder, which in any such event could be
          reasonably expected to have a Material Adverse Effect.

               (xv)   Absence of Proceedings.  Except as disclosed in the
                      ----------------------
          Offering Memorandum, there is no (a) action, suit, proceeding, inquiry
          or investigation before or brought by any court or governmental agency
          or body, domestic or foreign, now pending, or, to the knowledge of the
          Company, threatened, against or affecting the Company or any of its
          subsidiaries, (b) statute, rule, regulation or order that has been
          enacted, adopted or issued by any governmental agency or that has, to
          the Company's knowledge, been proposed by any governmental body and
          that could be reasonably expected to be enacted, adopted or issued or
          (c) injunction, restraining order or order of any nature by a federal
          or state court of competent jurisdiction that has been issued in each
          case which might reasonably be expected to result in a Material
          Adverse Effect, or which might reasonably be expected to materially
          and adversely affect the properties or assets of the Company or any of
          its subsidiaries or the consummation of the transactions contemplated
          by the Operative Documents or the performance by the Company and the
          Subsidiary Guarantors of their obligations hereunder. The aggregate of
          all pending legal or governmental proceedings to which the Company or
          any of its subsidiaries is a party or of which any of their respective
          property or assets is the subject which are not described in the
          Offering Memorandum, including ordinary routine litigation incidental
          to the business, could not reasonably be expected to result in a
          Material Adverse Effect.

               (xvi)  Possession of Intellectual Property.  The Company and
                      -----------------------------------
          its subsidiaries own or possess, or can acquire on reasonable terms,
          adequate licenses, copyrights, know-how (including trade secrets and
          other unpatented and/or unpatentable proprietary or confidential
          information, systems or procedures), trademarks, service marks, trade
          names or other intellectual property (collectively, "Intellectual
          Property") necessary to carry on the business now operated by them,
          and neither the Company nor any of its subsidiaries has received any
          notice or is otherwise aware of any infringement of or conflict with
          asserted rights of others with respect to any Intellectual Property or
          of any facts or circumstances which would render any Intellectual
          Property invalid or inadequate to protect the interest of the Company
          or any of its subsidiaries therein, which infringement or conflict (if
          the subject of any unfavorable decision, ruling or finding) or
          invalidity or inadequacy, individually or in the aggregate, would
          result in a Material Adverse Effect.

               (xvii) Absence of Further Requirements.  Except as disclosed
                      -------------------------------
          in the Offering Memorandum, no filing with, or authorization,
          approval, consent, license, order, registration, qualification or
          decree of, any court or governmental authority or agency (including
          without limitation the Louisiana Gaming Control Board, the Louisiana
          Riverboat Gaming Enforcement Division of the Louisiana

                                      -8-




          State Police, the Mississippi Gaming Commission, the Florida
          Department of Business and Professional Regulation Division of
          Pari-Mutuel Wagering, the Colorado Department of Revenue Division of
          Gaming, the Colorado Limited Control Gaming Commission, the Missouri
          Gaming Commission, the Nevada Gaming Commission, the Nevada State
          Gaming Control Board and the Iowa Racing and Gaming Commission
          (collectively the "Gaming Authorities")) or any other person is
          necessary or required for the performance by the Company and the
          Subsidiary Guarantors of their obligations hereunder, in connection
          with the offering, issuance or sale of the Securities hereunder or the
          consummation of the transactions contemplated by this Agreement or for
          the due execution, delivery or performance of the Indenture by the
          Company and the Subsidiary Guarantors, except such as have been
          already obtained or made prior to the Closing Time or as may be
          required to be obtained under the 1933 Act and state securities laws
          as provided in the Registration Rights Agreement, and except as shall
          be obtained under the Nevada gaming laws, including (a) in respect of
          the Notes, the approval of any restrictions on and agreements not to
          encumber the stock or other equity securities of Gemini (without which
          such restrictions and agreements will not be effective), (b) the
          filing of applicable reports and informational filings required with
          respect to the transactions contemplated hereby and the Company's
          shelf approval and order of registration and (c) the filing of signed
          copies of the operative documents as the gaming authorities may
          request

               (xviii) Possession of Licenses and Permits. The Company and its
                       ----------------------------------
          subsidiaries possess such permits, licenses, approvals, consents and
          other authorizations (collectively, "Governmental Licenses") issued by
          the appropriate federal, state, local or foreign regulatory agencies
          or bodies, including without limitation the Gaming Authorities,
          necessary to conduct the business now operated by them, except where
          failure to possess such Governmental Licenses would not, individually
          or in the aggregate, have a Material Adverse Effect; the Company and
          its subsidiaries are in compliance with the terms and conditions of
          all such Governmental Licenses, except where the failure so to comply
          would not, individually or in the aggregate, have a Material Adverse
          Effect; all of the Governmental Licenses are valid and in full force
          and effect, except where the invalidity of such Governmental Licenses
          or the failure of such Governmental Licenses to be in full force and
          effect would not have a Material Adverse Effect; and no event has
          occurred which would allow, after notice or passage of time or both,
          and neither the Company nor any of its subsidiaries has received any
          notice of proceedings relating to, the revocation or modification of
          any such Governmental Licenses which, individually or in the
          aggregate, if the subject of an unfavorable decision, ruling or
          finding, would result in a Material Adverse Effect. To the knowledge
          of the Company no facts or circumstances exist that could be
          reasonably expected to prevent the renewal of the existing
          Governmental Licenses of the Company and its subsidiaries or result in
          a materially adverse modification of such existing Governmental
          Licenses in connection with the annual or other periodic gaming
          license renewal process undertaken by the Louisiana Gaming Control
          Board and the Louisiana Riverboat Gaming Enforcement Division of the
          Louisiana State Police or the renewal process of any

                                      -9-




          other Gaming Authority. Neither the Company nor any of its
          subsidiaries has any reason to believe that any Governmental License
          necessary to conduct their business as described in the Offering
          Memorandum will not be granted or renewed upon application therefore
          or that any relevant Gaming Authority is considering any suspension,
          revocation, limitation or modification of any such Governmental
          License.

               (xix)  Title to Property. The Company and its subsidiaries have
                      -----------------
          good and marketable title to all real property owned by the Company
          and its subsidiaries and good title to all other properties owned by
          them, in each case, free and clear of all mortgages, pledges, liens,
          security interests, claims, restrictions or encumbrances of any kind
          except such as (a) are described in the Offering Memorandum or (b) do
          not, individually or in the aggregate, materially affect the value of
          such property and do not interfere with the use made and proposed to
          be made of such property by the Company or any of its subsidiaries;
          and all of the leases and subleases material to the business of the
          Company and its subsidiaries, considered as one enterprise, and under
          which the Company or any of its subsidiaries holds properties
          described in the Offering Memorandum, are in full force and effect,
          and neither the Company nor any of its subsidiaries has any notice of
          any material claim of any sort that has been asserted by anyone
          adverse to the rights of the Company or any of its subsidiaries under
          any of the leases or subleases mentioned above, or affecting or
          questioning the rights of the Company or any subsidiary thereof to the
          continued possession of the leased or subleased premises under any
          such lease or sublease.

               (xx)   Environmental Laws.  Except as described in the Offering
                      ------------------
          Memorandum and except such matters as would not, individually or in
          the aggregate, result in a Material Adverse Effect, (A) neither the
          Company nor any of its subsidiaries is in violation of any federal,
          state, local or foreign statute, law, rule, regulation, ordinance,
          code, legally binding policy or rule of common law or any judicial or
          administrative interpretation thereof, including any judicial or
          administrative order, consent, decree or judgment, relating to
          pollution or protection of human health, safety or the environment
          (including, without limitation, ambient air, surface water,
          groundwater, land surface or subsurface strata) or wildlife,
          including, without limitation, laws and regulations relating to the
          release or threatened release of chemicals, pollutants, contaminants,
          wastes, toxic substances, hazardous substances, petroleum or petroleum
          products (collectively, "Hazardous Materials") or to the generation,
          manufacture, processing, distribution, use, treatment, storage,
          disposal, transport or handling of Hazardous Materials (collectively,
          "Environmental Laws"), (B) the Company and its subsidiaries have all
          Governmental Licenses required under any or all applicable
          Environmental Laws and are each in compliance with their requirements
          or such Governmental Licenses, (C) there are no pending or, to the
          Company's knowledge, threatened administrative, regulatory or judicial
          actions, suits, demands, demand letters, claims, liens, notices of
          noncompliance or violation, investigations or proceedings relating to
          or arising out of any Environmental Law against the Company or any of
          its subsidiaries and (D) there

                                      -10-




          are no events or circumstances that might reasonably be expected to
          form the basis of an order for clean-up or remediation, or an action,
          suit or proceeding by any private party or governmental body or
          agency, against or affecting the Company or any of its subsidiaries
          relating to Hazardous Materials or Environmental Laws.

               (xxi)   Investment Company Act.  The Company is not, and upon the
                       ----------------------
          issuance and sale of the Notes as herein contemplated and the
          application of the net proceeds therefrom as described in the Offering
          Memorandum will not be, an "investment company" or an entity
          "controlled" by an "investment company" as such terms are defined in
          the Investment Company Act of 1940, as amended (the "1940 Act").

               (xxii)  Similar Offerings. Neither the Company nor any of its
                       -----------------
          affiliates, as such term is defined in Rule 501(b) under the 1933 Act
          (each, an "Affiliate"), has, directly or indirectly through any agent
          (provided no representation is made as to the Initial Purchasers or
          any person acting on their behalf), solicited any offer to buy, sold
          or offered to sell or otherwise negotiated in respect of, or will
          solicit any offer to buy, sell or offer to sell or otherwise negotiate
          in respect of, in the United States or to any United States citizen or
          resident, any security which is or would be integrated with the sale
          of the Securities in a manner that would require the Securities to be
          registered under the 1933 Act.

               (xxiii) Rule 144A Eligibility.  To the Company's knowledge,
                       ---------------------
          the Securities are eligible for resale pursuant to Rule 144A and will
          not be, at the Closing Time, of the same class as securities listed on
          a national securities exchange registered under Section 6 of the 1934
          Act, or quoted in a U.S. automated interdealer quotation system.

               (xxiv)  No General Solicitation.  None of the Company, its
                       -----------------------
          Affiliates or any person acting on its or any of their behalf (other
          than the Initial Purchasers, as to whom the Company makes no
          representation) has engaged or will engage, in connection with the
          offering of the Securities, in any form of general solicitation or
          general advertising within the meaning of Rule 502(c) under the 1933
          Act.

               (xxv)   No Registration Required.  Subject to compliance by the
                       ------------------------
          Initial Purchasers with the representations and warranties set forth
          in Section 2 and the procedures set forth in Section 6 hereof, it is
          not necessary in connection with the offer, sale and delivery of the
          Securities to the Initial Purchasers and to each Subsequent Purchaser
          in the manner contemplated by this Agreement and the Offering
          Memorandum to register the Securities under the 1933 Act or to qualify
          the Indenture under the Trust Indenture Act of 1939, as amended (the
          "Trust Indenture Act"). The Indenture complies as to form, in all
          material respects, with the requirements of the Trust Indenture Act
          and the rules and regulations of the Commission promulgated
          thereunder. No stop order or similar order or decree preventing the
          use of the Offering Memorandum or any order or decree asserting that
          any of the transactions contemplated by this Agreement are subject to
          the

                                      -11-




          registration requirements of the 1933 Act has been issued or, to the
          knowledge of the Company, is threatened.

               (xxvi)   Reporting Company. The Company is subject to the
                        -----------------
          reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

               (xxvii)  No Directed Selling Efforts. With respect to those
                        ---------------------------
          Securities sold in reliance on Regulation S, (A) none of the Company,
          its Affiliates or any person acting on its or their behalf (other than
          the Initial Purchasers, as to whom the Company makes no
          representation) has engaged or will engage in any directed selling
          efforts within the meaning of Regulation S and (B) each of the Company
          and its Affiliates and any person acting on its or their behalf (other
          than the Initial Purchasers, as to whom the Company makes no
          representation) has complied and will comply with the offering
          restrictions requirement of Regulation S.

               (xxviii) Taxes and Tax Returns.  All United States federal income
                        ---------------------
          tax returns of the Company and its subsidiaries required by law to be
          filed on or prior to the date hereof and, at the Closing Time, on or
          prior to the Closing Time, have been filed and all taxes due pursuant
          to such returns or otherwise assessed, which are due and payable, have
          been paid, except assessments against which appeals have been or will
          be promptly taken and as to which adequate reserves have been
          provided. The United States federal income tax returns of the Company
          through the Company's 1996 fiscal year have been settled and no
          assessment in connection therewith has been made against the Company.
          The Company and its subsidiaries have filed all other tax returns that
          are required to have been filed by them pursuant to any applicable
          foreign, state, local or other law except insofar as the failure to
          file such returns would not result in a Material Adverse Effect, and
          has paid all taxes due pursuant to such returns or pursuant to any
          assessment received by the Company or its subsidiaries, except for
          such taxes, if any, as are being contested in good faith and as to
          which adequate reserves have been provided.

               (xxix)   Internal Accounting. The Company and its subsidiaries
                        -------------------
          maintain a system of internal accounting controls sufficient to
          provide reasonable assurances that (A) transactions are executed in
          accordance with management's general or specific authorization, (B)
          transactions are recorded as necessary to permit preparation of
          financial statements in conformity with generally accepted accounting
          principles and to maintain accountability for assets, (C) access to
          assets is permitted only in accordance with management's general or
          specific authorization and (D) the recorded accounting for assets is
          compared with the existing assets at reasonable intervals and
          appropriate action is taken with respect to any differences.

               (xxx)    Insurance. The Company and its subsidiaries carry or are
                        ---------
          entitled to the benefits of insurance in such amounts and covering
          such risks as the Company reasonably believes to be prudent for the
          business and operations of the Company and its subsidiaries. All such
          insurance is in full force and effect. None

                                      -12-




          of the Company or its subsidiaries has received notice from any
          insurer or agent of any insurer that substantial capital improvements
          or other expenditures will be required in order to continue such
          insurance coverage.

               (xxxi)   Registration Rights.  Except for those certain rights
                        -------------------
          granted in connection with the Company's acquisition of a 100%
          interest in the Isle of Capri casino located in Bossier City,
          Louisiana and the rights granted pursuant to the Registration Rights
          Agreement, there are no persons with registration rights or other
          similar rights to have any securities registered pursuant to the
          registration statement to be filed pursuant to the Registration Rights
          Agreement or otherwise registered by the Company under the 1933 Act.

               (xxxii)  Solvency. The Company and the Subsidiary Guarantors
                        --------
          are, and immediately after the Closing Time will be, Solvent. As used
          herein, the term "Solvent" means, with respect to any person on a
          particular date, that on such date (A) the fair market value of the
          assets of such person is greater than the total amount of liabilities
          (including contingent liabilities) of such person, (B) the present
          fair salable value of the assets of such person is greater than the
          amount that will be required to pay the probable liabilities of such
          person on its debts as they become absolute and matured, (C) such
          person is able to realize upon its assets and pay its debts and other
          liabilities, including contingent obligations, as they mature and (D)
          such person does not have unreasonably small capital. Upon the
          issuance of the Securities, the assets of the Company and the
          Subsidiary Guarantors will not constitute unreasonably small capital
          to carry out their respective businesses as described in the Offering
          Memorandum, including capital needs of the Company and the Subsidiary
          Guarantors taking into account projected capital requirements and
          capital availability.

               (xxxiii) No Default on Senior Indebtedness. No event of
                        ---------------------------------
          default exists under any contract, indenture, mortgage, loan
          agreement, note, lease or other agreement or instrument constituting
          Senior Indebtedness (as defined in the Indenture); provided, that, as
                                                             --------
          described in the Offering Memorandum, such an event of default may
          exist in the future as a result of the failure of the Company to meet
          the Consolidated Net Worth requirements set forth in its bank credit
          facility.

               (xxxiv)  Market Manipulation. None of the Company, its
                        -------------------
          subsidiaries or any of their respective officers, directors or
          controlling persons has taken, directly or indirectly, any action
          designed to cause or to result in, or that has constituted or which
          might reasonably be expected to constitute, the stabilization or
          manipulation of the price of any security of the Company to facilitate
          the sale or resale of the Securities.

               (xxxv)   Affiliate Transaction. No relationship, direct or
                        ---------------------
          indirect, exists between or among any of the Company or any Affiliate
          of the Company, on the one hand, and any director, officer,
          stockholder, customer or supplier of any of them, on the other hand,
          that would be required to be disclosed in a registration statement on
          Form S-3 pursuant to the 1933 Act or by rules and regulations

                                      -13-




          promulgated thereunder by the Commission which is not described in the
          Offering Memorandum or is not described as would be so required.

               (xxxvi)   Information. The Company has not distributed and,
                         -----------
          prior to the later to occur of (i) the Closing Time and (ii)
          completion of the distribution of the Securities, will not distribute
          any offering material in connection with the offering and sale of the
          Securities other than the Final Offering Memorandum, the Preliminary
          Offering Memorandum or other materials, if any, permitted by the 1933
          Act and approved by the Representative.

               (xxxvii)  Regulations T, U and X. None of the execution,
                         ----------------------
          delivery and performance of this Agreement, the issuance and sale of
          the Securities, the application of the proceeds from the issuance and
          sale of the Securities and the consummation of the transactions
          contemplated thereby as set forth in the Offering Memorandum, will
          violate Regulations T, U or X promulgated by the Board of Governors of
          the Federal Reserve System.

               (xxxviii) Events of Default. Assuming that the Indenture had
                         -----------------
         been executed and delivered prior to or as of the date hereof, there
         exist no conditions that would constitute a default (or an event which
         with notice or the lapse of time, or both, would constitute a default)
         under the Indenture.

               (xxxix)   Brokerage.  Except pursuant to this Agreement, there
                         ---------
          are no contracts, agreements or understandings between either of the
          Company or any of its subsidiaries and any other person that would
          give rise to a valid claim against the Initial Purchasers for a
          brokerage commission, finder's fee or like payment in connection with
          the issuance, purchase and sale of the Securities. The Company and the
          Subsidiary Guarantor will hold harmless and indemnify each of the
          Initial Purchasers and each person affiliated with or under common
          control with Initial Purchaser for all losses, liabilities, claims,
          damages and expenses incurred by the Initial Purchasers as a result of
          the incurrence of a breach of the representation contained in this
          paragraph (xxxix).

               (xxxx)    Public Officials. None of the Company, any of its
                         ----------------
     subsidiaries or, to the Company's knowledge, any affiliate or
     representative acting on behalf of the Company or any of its subsidiaries
     has at any time (A) made any unlawful contribution relating to political
     activity or (B) made any payment to any federal, state or local government
     officer or official, or any other person charged with similar public or
     quasi-public duties, or customers or suppliers other than payments which do
     not constitute a violation of the law of the United States or any
     jurisdiction thereof.

          SECTION 2.   Sale and Delivery to Initial Purchasers; Closing.
                       ------------------------------------------------

          (a)   Notes. On the basis of the representations and warranties herein
                -----
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Initial Purchaser, severally and not jointly, and each
Initial Purchaser, severally and not jointly, agrees to purchase from the
Company, at the price set forth in Schedule B, the aggregate principal

                                      -14-




amount of Notes set forth in Schedule A opposite the name of such Initial
Purchaser, plus any additional principal amount of Notes which such Initial
Purchaser may become obligated to purchase pursuant to the provisions of Section
11 hereof, and the Subsidiary Guarantors agree to execute and deliver the
Subsidiary Guarantees of such Notes.

          (b)   Payment. Payment of the purchase price for, and delivery of for,
                -------
the Notes shall be made at the office of Milbank, Tweed, Hadley & McCloy LLP,
601 South Figueroa Street, Los Angeles, California 90017, or at such other place
as shall be agreed upon by the Representative and the Company, at 10:00 A.M.
(eastern time) on March 27, 2002 (unless postponed in accordance with the
provisions of Section 11), or such other time not later than ten business days
after such date as shall be agreed upon by the Representative and the Company
(such time and date of payment and delivery being herein called the "Closing
Time").

          Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account or accounts designated by the Company, against
delivery to the Representative for the respective accounts of the Initial
Purchasers of certificates for the Securities to be purchased by them. It is
understood that each Initial Purchaser has authorized the Representative, for
its account, to accept delivery of, receipt for, and make payment of the
purchase price for, the Securities which it has agreed to purchase. Wasserstein,
individually and not as representative of the Initial Purchasers, may (but shall
not be obligated to) make payment of the purchase price for the Securities to be
purchased by any Initial Purchaser whose funds have not been received by the
Closing Time, but such payment shall not relieve such Initial Purchaser from its
obligations hereunder.

          (c)   Denominations; Registration. Certificates for the Notes shall be
                ---------------------------
in definitive form, registered in the name of Cede & Co., as nominee of DTC, or
in such denominations and registered in such names as the Representative may
request in writing at least one full business day before the Closing Time. The
certificates representing the Securities shall be made available for examination
by the Initial Purchasers not later than 3:00 P.M. on the last business day
prior to the Closing Time.

          SECTION 3.  Covenants of the Company. The Company covenants with each
                      ------------------------
Initial Purchaser as follows:

          (a)   Offering Memorandum. The Company, as promptly as possible, will,
                -------------------
during the period prior to the completion of the resale of the Securities by the
Initial Purchasers, furnish to each Initial Purchaser, without charge, such
number of copies of the Preliminary Offering Memorandum, the Final Offering
Memorandum and any amendments and supplements thereto and documents incorporated
by reference therein as such Initial Purchaser may reasonably request.

          (b)   Notice and Effect of Material Events. The Company will
                ------------------------------------
immediately notify each Initial Purchaser, confirm each such notice in writing,
of (x) except for the filings made in connection with the transactions
contemplated by the Registration Rights Agreement, any filing made by the
Company of information relating to the offering of the Securities with any
securities exchange or any other securities regulatory body in the United States
or any other jurisdiction, and (y) prior to the completion of the placement of
the Securities by the Initial

                                      -15-




Purchasers as evidenced by a notice in writing from Wasserstein to the Company,
any material changes in or affecting the condition, financial or otherwise, or
the results of operations, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise which (i) make any statement
in the Offering Memorandum false or misleading in any material respect or (ii)
if not disclosed in the Offering Memorandum would constitute a material omission
therefrom. In such event or if during such time any event shall occur as a
result of which it is necessary, in the reasonable opinion of any of the
Company, its counsel, the Initial Purchasers or counsel for the Initial
Purchasers, to amend or supplement the Final Offering Memorandum in order that
the Final Offering Memorandum not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances then existing, the
Company will forthwith amend or supplement the Final Offering Memorandum by
preparing and furnishing to each Initial Purchaser an amendment or amendments
of, or a supplement or supplements to, the Final Offering Memorandum (in form
and substance satisfactory in the reasonable opinion of counsel for the Initial
Purchasers) so that, as so amended or supplemented, the Final Offering
Memorandum will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time it is delivered to a Subsequent
Purchaser, not misleading.

          (c)   Amendment to Offering Memorandum and Supplements. The Company
                ------------------------------------------------
will advise each Initial Purchaser promptly of any proposal to amend or
supplement the Final Offering Memorandum and will not effect such amendment or
supplement without the consent of the Initial Purchasers, which consent shall
not be unreasonably withheld or delayed. Neither the consent of the Initial
Purchasers, nor the Initial Purchaser's delivery of any such amendment or
supplement, shall constitute a waiver of any of the conditions set forth in
Section 5 hereof.

          (d)   Qualification of Securities for Offer and Sale. The Company will
                ----------------------------------------------
use its best efforts, in cooperation with the Initial Purchasers, to qualify the
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions as the Representative may designate and will
maintain such qualifications in effect as long as required for the sale of the
Securities; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

          (e)   Rating of Securities. The Company shall take all reasonable
                --------------------
action necessary to enable Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc. ("S&P"), and Moody's Investors Service Inc. ("Moody's") to
provide their respective credit ratings of the Notes.

          (f)   DTC. The Company will cooperate with the Representative and use
                ---
its best efforts to permit the Notes to be eligible for clearance and settlement
through the facilities of DTC.

          (g)   Use of Proceeds. The Company will use the net proceeds received
                ---------------
by it from the sale of the Notes in the manner specified in the Final Offering
Memorandum under "Use of Proceeds."

                                      -16-




          (h)   Restriction on Sale of Securities. During a period of ninety
                ---------------------------------
(90) days from the date of the Offering Memorandum, the Company will not,
without the prior written consent of Wasserstein, directly or indirectly, issue,
sell, offer or agree to sell, grant any option for the sale of, or otherwise
dispose of, any other debt securities of the Company or securities of the
Company that are convertible into, or exchangeable for, the Notes or such other
debt securities, other than the Company's bank credit facilities and the notes
to be issued pursuant to the terms of the Registration Rights Agreement.

          (i)   PORTAL Designation. The Company will use its best efforts to
                ------------------
permit the Notes to be designated PORTAL securities in accordance with the rules
and regulations adopted by the National Association of Securities Dealers, Inc.
("NASD") relating to trading in the PORTAL Market.

          (j)   Reporting Requirements. The Company, during the period when the
                ----------------------
Final Offering Memorandum is required to be delivered pursuant to Section
6(a)(vi) hereof, will file all documents required to be filed with the
Commission pursuant to the 1934 Act within the time periods required by the 1934
Act and the 1934 Act Regulations.

          SECTION 4.  Payment of Expenses.
                      -------------------

          (a)   Expenses. The Company will pay all expenses (other than fees and
                --------
expenses of counsel for the Initial Purchasers, except for such fees and
expenses as are described in clause (iv) below which shall be paid by the
Company) incident to the performance of its obligations under this Agreement,
including (i) the preparation, printing, delivery to the Initial Purchasers and
any filing of the Offering Memorandum (including financial statements and any
schedules or exhibits and any document incorporated therein by reference) and of
each amendment or supplement thereto, (ii) the preparation, issuance and
delivery of the certificates for the Securities to the Initial Purchasers,
including any transfer taxes, any stamp or other duties payable upon the sale,
issuance and delivery of the Securities to the Initial Purchasers and any
charges of DTC in connection therewith, (iii) the fees and disbursements of the
Company's counsel, accountants and other advisors, (iv) the qualification of the
Securities under securities laws in accordance with the provisions of Section
3(d) hereof, including filing fees and the reasonable fees and disbursements of
counsel for the Initial Purchasers in connection therewith and in connection
with the preparation of the Blue Sky Survey, any supplement thereto, (v) the
fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Securities,
(vi) any fees payable in connection with the rating of the Notes and (vii) any
fees and expenses payable in connection with the initial and continued
designation of the Notes as PORTAL securities under the PORTAL Market Rules
pursuant to NASD Rule 5322.

          (b)   Termination of Agreement. If this Agreement is terminated by the
                ------------------------
Representative in accordance with the provisions of Section 5 or Section
10(a)(i) hereof, the Company shall reimburse the Initial Purchasers for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Initial Purchasers.

          SECTION 5.  Conditions of Initial Purchasers' Obligations. The
                      ---------------------------------------------
obligations of the several Initial Purchasers hereunder are subject to the
accuracy of the representations and

                                      -17-




warranties of the Company contained in Section 1 hereof, to the performance by
the Company of its covenants and other obligations hereunder, and to the
following further conditions.

          (a)   Opinion of Counsel for Company. At the Closing Time, the Initial
                ------------------------------
Purchasers shall have received the favorable opinion substantially to the effect
set forth in Exhibit A hereto, dated as of the Closing Time, of Mayer, Brown,
Rowe & Maw, counsel for the Company, Allan B. Solomon, Esq., in-house counsel
for the Company, and, in form and substance satisfactory to counsel for the
Initial Purchasers, of Phelps Dunbar, L.L.P., Brownstein, Hyatt & Farber, P.C.,
Lane & Waterman, Schreck Brignone Godfrey, Gallop, Johnson & Neuman, together
with signed or reproduced copies of such letter for each of the other Initial
Purchasers, and the opinion of Becker & Poliakoff, P.A. as to such matters of
Florida law as the Initial Purchasers may reasonably request and the opinion of
Boles Law Firm as to such Louisiana gaming regulation matters as the Initial
Purchasers may reasonably request.

          (b)   Opinion of Counsel for Initial Purchasers. At the Closing Time,
                -----------------------------------------
the Initial Purchasers shall have received the favorable opinion, dated as of
the Closing Time, of Milbank, Tweed, Hadley & McCloy LLP, counsel for the
Initial Purchasers, together with signed or reproduced copies of such letter for
each of the other Initial Purchasers with respect to the matters set forth in
paragraphs (i), (ii), (iii), (v), (vi), (vii), (xiv) and the penultimate
paragraph of Exhibit A-1 hereto. In giving such opinion such counsel may rely,
as to all matters governed by the laws of jurisdictions other than the law of
the State of New York and the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the Representative. Such counsel may also state that, insofar as
such opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

          (c)   Officers' Certificate. At the Closing Time, there shall not have
                ---------------------
been, since the date hereof or since the respective dates as of which
information is given in the Offering Memorandum, any material adverse change in
the condition, financial or otherwise, or in the results of operations, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, and
the Initial Purchasers shall have received a certificate of the President or a
Vice President of the Company and the Subsidiary Guarantors and of the chief
financial or chief accounting officer of the Company, dated as of the Closing
Time, to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of the Closing
Time, and (iii) the Company and the Subsidiary Guarantors have complied with all
agreements and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Time.

          (d)   Accountants' Comfort Letter. On the date hereof, the Initial
                ---------------------------
Purchasers shall have received from Ernst & Young LLP a letter dated such date,
in form and substance satisfactory to the Representative, together with signed
or reproduced copies of such letter for each of the other Initial Purchasers
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to Initial Purchasers with respect to the
financial statements and certain financial information contained in the Final
Offering Memorandum.

                                      -18-




          (e)   Bring-down Comfort Letter. At the Closing Time, the Initial
                -------------------------
Purchasers shall have received from Ernst & Young LLP a letter, dated as of the
Closing Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (d) of this Section, except that the date as to
when such accounting procedures have been performed shall be a date not more
than three business days prior to the Closing Time.

          (f)   Maintenance of Rating. At the Closing Time, the Notes shall be
                ---------------------
rated at least B2 by Moody's and B by S&P, and the Company shall have delivered
to the Representative a letter dated the Closing Time, from each such rating
agency, or other evidence satisfactory to the Representative, confirming that
the Notes have such ratings; and since the date of this Agreement, there shall
not have occurred a downgrading in the rating assigned to the Notes or any of
the Company's other debt securities by any "nationally recognized statistical
rating agency", as that term is defined by the Commission for purposes of Rule
436(g)(2) under the 1933 Act, and no such securities rating agency shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of the Notes or any of the Company's other
debt securities.

          (g)   PORTAL. At the Closing Time, the Notes shall have been
                ------
designated for trading on PORTAL.

          (h)   Additional Documents. At the Closing Time, counsel for the
                --------------------
Initial Purchasers shall have been furnished with such documents and opinions as
they may require for the purpose of enabling them to pass upon the issuance and
sale of the Securities as herein contemplated, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company
and the Subsidiary Guarantors in connection with the issuance and sale of the
Securities as herein contemplated shall be reasonably satisfactory in form and
substance to the Representative and counsel for the Initial Purchasers.

          (i)   Termination of Agreement. If any condition specified in this
                ------------------------
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representative by notice to the Company at
any time at or prior to the Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 7, 8 and 9 shall survive any such termination and remain
in full force and effect. SECTION 6. Subsequent Offers and Resales of the
Securities.


          SECTION 6.  Subsequent Offers and Resales of the Securities.
                      -----------------------------------------------

          (a)   Offer and Sale Procedures. Each of the Initial Purchasers and
                -------------------------
the Company hereby establish and agree to observe the following procedures in
connection with the offer and sale of the Securities:

                (i)   Offers and Sales only to Qualified Institutional Buyers.
                      -------------------------------------------------------
          Offers and sales of the Securities shall only be made (A) to persons
          whom the offeror or seller reasonably believes to be qualified
          institutional buyers, as defined in Rule 144A under the 1933 Act
          ("Qualified Institutional Buyers") or (B) to non-U.S. persons outside
          the United States, as defined in Regulation S under the 1933 Act,

                                      -19-



          to whom the offeror or seller reasonably believes offers and sales of
          the Securities may be made in reliance upon Regulation S under the
          1933 Act. Each Initial Purchaser severally agrees that it will not
          offer, sell or deliver any of the Securities in any jurisdiction
          outside the United States except under circumstances that will result
          in compliance with the applicable laws thereof, and that it will take
          at its own expense whatever action is required to permit its purchase
          and resale of the Securities in such jurisdictions.

                (ii)    No General Solicitation. No general solicitation or
                        -----------------------
          general advertising (within the meaning of Rule 502(c) under the 1933
          Act) will be used in the United States in connection with the offering
          or sale of the Securities.

                (iii)   Purchases by Non-Bank Fiduciaries. In the case of a
                        ---------------------------------
          non-bank Subsequent Purchaser of Securities acting as a fiduciary for
          one or more third parties, each third party shall, in the judgment of
          the applicable Initial Purchaser, be a Qualified Institutional Buyer
          or a non-U.S. person outside the United States.

                (iv)    Subsequent Purchaser Notification. Each Initial
                        ---------------------------------
          Purchaser will take reasonable steps to inform, and cause each of its
          U.S. Affiliates to take reasonable steps to inform, persons acquiring
          Securities from such Initial Purchaser or affiliate, as the case may
          be, in the United States that the Securities (A) have not been and
          will not be registered under the 1933 Act, (B) are being sold to them
          without registration under the 1933 Act in reliance on Rule 144A or in
          accordance with another exemption from registration under the 1933
          Act, as the case may be, and (C) may not be offered, sold or otherwise
          transferred except (1) to the Company, (2) outside the United States
          in accordance with Regulation S, or (3) inside the United States in
          accordance with (x) Rule 144A to a person whom the seller reasonably
          believes is a Qualified Institutional Buyer that is purchasing such
          Securities for its own account or for the account of a Qualified
          Institutional Buyer to whom notice is given that the offer, sale or
          transfer is being made in reliance on Rule 144A or (y) pursuant to
          another available exemption from registration under the 1933 Act.

                (v)     Restrictions on Transfer. The transfer restrictions and
                        ------------------------
          the other provisions set forth in the Final Offering Memorandum under
          the heading "Notice to Investors", including the legend required
          thereby, shall apply to the Securities except as otherwise agreed by
          the Company and the Initial Purchasers.

                (vi)    Delivery of Final Offering Memorandum. Each Initial
                        -------------------------------------
          Purchaser will, prior or simultaneously with the confirmation of the
          sale of the Securities, deliver to each purchaser of the Securities
          from such Initial Purchaser, in connection with its original
          distribution of the Securities, a copy of the Final Offering
          Memorandum, as amended and supplemented at the date of such delivery.

                                      -20-




          (b)   Covenants of the Company.  The Company covenants with each
                ------------------------
Initial Purchaser as follows:

                (i)     Integration. The Company agrees that it will not and
                        -----------
          will cause its Affiliates not to, directly or indirectly, solicit any
          offer to buy, sell or make any offer or sale of, or otherwise
          negotiate in respect of, securities of the Company of any class if, as
          a result of the doctrine of "integration" referred to in Rule 502
          under the 1933 Act, such offer or sale would render invalid (for the
          purpose of (i) the sale of the Securities by the Company to the
          Initial Purchasers, (ii) the resale of the Securities by the Initial
          Purchasers to Subsequent Purchasers or (iii) the resale of the
          Securities by such Subsequent Purchasers to others) the exemption from
          the registration requirements of the 1933 Act provided by Section 4(2)
          thereof or by Rule 144A or by Regulation S thereunder or otherwise.

                (ii)    Rule 144A Information. The Company agrees that, in
                        ---------------------
          order to render the Securities eligible for resale pursuant to Rule
          144A under the 1933 Act, while any of the Securities remain
          outstanding, it will make available, upon request, to any holder of
          Securities or prospective purchasers of Securities the information
          specified in Rule 144A(d)(4), unless the Company furnishes information
          to the Commission pursuant to Section 13 or 15(d) of the 1934 Act.

                (iii)   Restriction on Repurchases. Until the expiration of
                        --------------------------
          two years after the original issuance of the Securities, the Company
          will not, and will cause its Affiliates not to, resell any Securities
          which are "restricted securities" (as such term is defined under Rule
          144(a)(3) under the 1933 Act), whether as beneficial owner or
          otherwise (except as agent acting as a securities broker on behalf of
          and for the account of customers in the ordinary course of business in
          unsolicited broker's transactions).

          (c)   Qualified Institutional Buyer. Each Initial Purchaser severally
                -----------------------------
and not jointly represents and warrants to, and agrees with, the Company that it
is a Qualified Institutional Buyer within the meaning of Rule 144A under the
1933 Act and an "accredited investor" within the meaning of Rule 501(a) under
the 1933 Act (an "Accredited Investor").

          (d)   Resale Pursuant to Rule 903 of Regulation S or Rule 144A. Each
                --------------------------------------------------------
Initial Purchaser understands that the Securities have not been and will not be
registered under the 1933 Act and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S under the 1933 Act or pursuant to an exemption from
the registration requirements of the 1933 Act. Each Initial Purchaser severally
represents and agrees, that, except as permitted by Section 6(a) above, it has
offered and sold Securities and will offer and sell Securities (i) as part of
their distribution at any time and (ii) otherwise until forty days after the
later of the date upon which the offering of the Securities commences and the
Closing Time, only in accordance with Rule 903 of Regulation S, Rule 144A under
the 1933 Act or another applicable exemption from the registration requirements
of the 1933 Act. Accordingly, neither the Initial Purchasers, their affiliates
nor any persons acting on their behalf have engaged or will engage in any
directed selling efforts with respect to Securities sold hereunder pursuant to
Regulation S, and the Initial Purchasers, their affiliates and any

                                      -21-




person acting on their behalf have complied and will comply with the offering
restriction requirements of Regulation S. Each Initial Purchaser severally
agrees that, at or prior to confirmation of a sale of Securities pursuant to
Regulation S, it will have sent to each distributor, dealer or person receiving
a selling concession, fee or other remuneration that purchases Securities from
it or through it during the restricted period a confirmation or notice to
substantially the following effect:

          "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
          ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
          UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
          AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
          EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
          TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
          SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
          MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
          SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
          THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
          AGREES FOR THE BENEFIT OF THE ISSUER OF THE SECURITY THAT
          (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER BELIEVES
          IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
          UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES TO
          A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
          OF RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION
          MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
          ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED
          THAT THE ISSUER SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
          OFFER, RESALE, ASSIGNMENT, PLEDGE OR TRANSFER PURSUANT TO
          CLAUSES (c) OR (d) ABOVE TO REQUIRE THE DELIVERY OF AN
          OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER)
          OF COUNSEL SATISFACTORY TO THE ISSUER, CERTIFICATION AND/OR
          OTHER INFORMATION SATISFACTORY TO THE ISSUER, (2) TO THE
          ISSUER OR ITS SUBSIDIARIES. OR (3) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
          ANY APPLICABLE SECURITIES LAWS OF ANY

                                      -22-




          STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
          JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
          HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
          SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
          FORTH IN (A) ABOVE."

          Terms used in the above paragraph have the meanings given to them by
Regulation S.

          (e)   Each Initial Purchaser, severally and not jointly, represents
and warrants to and agrees with the Company that (i) it has not offered or sold,
and prior to the date six months after the Closing Time will not offer or sell,
any Securities to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 and the Public
Offers of Securities Regulations 1995 with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United Kingdom;
and (iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Securities to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
or is a person to whom such document may otherwise lawfully be issued or passed
on.

          (f)   Additional Representations and Warranties of Initial Purchasers.
                ---------------------------------------------------------------
Each Initial Purchaser severally represents and agrees that it has not entered
and will not enter into any contractual arrangements with respect to the
distribution of the Securities, except with its affiliates or with the prior
written consent of the Company, and each Initial Purchaser has duly authorized
the Representative to act for it in such capacity.

          SECTION 7.  Indemnification.
                      ---------------

          (a)   Indemnification of Initial Purchasers. The Company and the
                -------------------------------------
Subsidiary Guarantors, jointly and severally, agree to indemnify and hold
harmless each Initial Purchaser and each person, if any, who controls any
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, and each person who is an affiliate of or under common control
with an Initial Purchaser, as follows:

                (i)   against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, arising out of any untrue statement
          or alleged untrue statement of a material fact contained in any
          Preliminary Offering Memorandum or the Final Offering Memorandum (or
          any amendment or supplement thereto), or the omission or alleged
          omission therefrom of a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading;

                                      -23-




                (ii)    against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or of any claim whatsoever based upon any such untrue
          statement or omission, or any such alleged untrue statement or
          omission; provided that (subject to Section 7(d) below) any such
          settlement is effected with the written consent of the Company; and

                (iii)   against any and all expense whatsoever, as incurred
          (including the fees and disbursements of counsel chosen by
          Wasserstein) reasonably in investigating, preparing to defend or
          defending against any litigation, or any investigation or proceeding
          by any governmental agency or body, commenced or threatened, or any
          claim whatsoever based upon any such untrue statement or omission, or
          any such alleged untrue statement or omission, to the extent that any
          such expense is not paid under (i) or (ii) above;

          provided, however, that this indemnity agreement shall not apply to
          --------  -------
any loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by any Initial Purchaser through Wasserstein expressly for use in the
Offering Memorandum (or any amendment thereto); and provided, further, that
                                                    --------  -------
neither the Company nor any Subsidiary Guarantor shall be liable to any Initial
Purchaser or any person affiliated with or who controls an Initial Purchaser
under this subsection (a) with respect to any loss, liability, claim, damage or
expense resulting from any such untrue statement or alleged untrue statement or
omission or alleged omission if such Initial Purchaser did not send or give to
the person to whom it sold Securities, at or prior to the written confirmation
of such sale, a Final Offering Memorandum or revised Final Offering Memorandum
(in each case excluding documents incorporated by reference), as the case may
be, if such Final Offering Memorandum or revised Final Offering Memorandum
contained a correction of such untrue statement or alleged untrue statement or
omission or alleged omission and if the Company has made available copies
thereof to such Initial Purchaser prior to the confirmation of such sale.

          (b)   Indemnification of Company. Each Initial Purchaser severally
                --------------------------
agrees to indemnify and hold harmless the Company, the Subsidiary Guarantors and
each person, if any, who controls the Company or a Subsidiary Guarantor within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Offering Memorandum in reliance upon and in conformity
with written information furnished to the Company by such Initial Purchaser
through Wasserstein expressly for use in the Offering Memorandum.

          (c)   Actions against Parties; Notification. Each indemnified party
                -------------------------------------
shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is
not materially prejudiced as a result thereof and in any event shall

                                      -24-




not relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. In the case of parties indemnified pursuant to Section
7(a) above, counsel to the indemnified parties shall be selected by Wasserstein,
and, in the case of parties indemnified pursuant to Section 7(b) above, counsel
to the indemnified parties shall be selected by the Company. An indemnifying
party may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except with
- --------  -------
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section or Section 8
hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

          (d)   Settlement without Consent if Failure to Reimburse. If at any
                --------------------------------------------------
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

          SECTION 8.  Contribution. If the indemnification provided for in
                      ------------
Section 7 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Subsidiary Guarantors on the one hand and the Initial Purchasers
on the other hand from the offering of the Securities pursuant to this Agreement
or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company and the Subsidiary Guarantors on the one hand and of the Initial
Purchasers on the other hand in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

          The relative benefits received by the Company and the Subsidiary
Guarantors on the one hand and the Initial Purchasers on the other hand in
connection with the offering of the

                                      -25-




Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Subsidiary Guarantors and the total underwriting discount
received by the Initial Purchasers, bear to the aggregate initial offering price
of the Securities.

          The relative fault of the Company and the Subsidiary Guarantors on the
one hand and the Initial Purchasers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or a Subsidiary Guarantor or
by the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

          The Company, the Subsidiary Guarantors and the Initial Purchasers
agree that it would not be just and equitable if contribution pursuant to this
Section were determined by pro rata allocation (even if the Initial Purchasers
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing to defend or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

          Notwithstanding the provisions of this Section, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities purchased and sold by it hereunder exceeds
the amount of any damages which such Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

          No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section, each person, if any, who controls an
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act, and each person who is an affiliate of or under common control
with an Initial Purchaser, shall have the same rights to contribution as such
Initial Purchaser, and each person, if any, who controls the Company or a
Subsidiary Guarantor within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company or
such Subsidiary Guarantor. The Initial Purchasers' respective obligations to
contribute pursuant to this Section are several in proportion to the principal
amount of Securities set forth opposite their respective names in Schedule A
hereto and not joint.

          SECTION 9.  Representations, Warranties and Agreements to Survive
                      -----------------------------------------------------
Delivery. All representations, warranties and agreements contained in this
- --------
Agreement or in certificates of

                                      -26-




officers of the Company or any of its subsidiaries submitted pursuant hereto
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Initial Purchaser or controlling
person, or by or on behalf of the Company, and shall survive delivery of the
Securities to the Initial Purchasers.

          SECTION 10.  Termination of Agreement.
                       ------------------------

          (a)   Termination; General. The Representative may terminate this
                --------------------
Agreement, by notice to the Company, at any time at or prior to the Closing Time
(i) if there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Offering
Memorandum, any material adverse change in the condition, financial or
otherwise, or in the results of operations, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, or (ii) if there has
occurred any material adverse change in the financial markets in the United
States or the international financial markets, any outbreak of hostilities or
escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it,
in the judgment of the Representative, impracticable to market the Securities or
to enforce contracts for the sale of the Securities, or (iii) if trading in any
securities of the Company has been suspended or materially limited by the
Commission or the NASDAQ National Market, or if trading generally on the
American Stock Exchange or the New York Stock Exchange or in the NASDAQ National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the NASD
or any other governmental authority, or (iv) if a banking moratorium has been
declared by either Federal or New York authorities.

          (b)   Liabilities. If this Agreement is terminated pursuant to this
                -----------
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 7, 8 and 9 shall survive such termination and remain in full force and
effect.

          SECTION 11. Default by One or More of the Initial Purchasers. If one
                      ------------------------------------------------
or more of the Initial Purchasers shall fail at the Closing Time to purchase the
Securities which it or they are obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representative shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-defaulting
Initial Purchasers, or any other initial purchasers, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representative shall not
have completed such arrangements within such 24-hour period, then:

                      (a)    if the number of Defaulted Securities does not
                exceed 10% of the aggregate principal amount of the Notes to be
                purchased hereunder, each of the non-defaulting Initial
                Purchasers shall be obligated, severally and not jointly, to
                purchase the full amount thereof in the proportions that their
                respective underwriting obligations hereunder bear to the
                underwriting obligations of all non-defaulting Initial
                Purchasers, or

                                      -27-




                      (b)    if the number of Defaulted Securities exceeds 10%
                of the aggregate principal amount of the Notes to be purchased
                hereunder, this Agreement shall terminate without liability on
                the part of any non-defaulting Initial Purchaser.

          No action taken pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.

          In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Company shall
have the right to postpone the Closing Time for a period not exceeding seven
days in order to effect any required changes in the Offering Memorandum or in
any other documents or arrangements. As used herein, the term "Initial
Purchaser" includes any person substituted for an Initial Purchaser under this
Section.

          SECTION 12. Notices. All notices and other communications hereunder
                      -------
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Initial
Purchasers shall be directed to Wasserstein at 1301 Avenue of the Americas, New
York, New York 10019, attention of General Counsel, with a copy to Milbank,
Tweed, Hadley & McCloy LLP at 601 South Figueroa St, 31st Floor, Los Angeles,
California 90017, attention of Deborah J. Ruosch. Notices to the Company and the
Subsidiary Guarantors shall be directed to it at 1641 Popps Ferry Road, Biloxi,
Mississippi, 39532, attention of Rexford A. Yeisley, with a copy to Mayer,
Brown, Rowe & Maw, 190 LaSalle Street, Chicago, Illinois 60603, attention of
Paul W. Theiss.

          SECTION 13. Parties. This Agreement shall inure to the benefit of and
                      -------
be binding upon the Initial Purchasers, the Company and the Subsidiary
Guarantors and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Initial Purchasers, the Company and the Subsidiary
Guarantors and their respective successors and the controlling persons and
officers and directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Initial Purchasers, the Company and the Subsidiary
Guarantors and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities from
any Initial Purchaser shall be deemed to be a successor by reason merely of such
purchase.

          SECTION 14. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED
                      ----------------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

          SECTION 15. Effect of Headings. The Article and Section headings
                      ------------------
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                      -28-




          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all other counterparts, will become a binding
agreement between the Initial Purchasers and the Company and Subsidiary
Guarantors in accordance with its terms.

                           Very truly yours,

                           ISLE OF CAPRI CASINOS, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           RIVERBOAT CORPORATION OF MISSISSIPPI


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           RIVERBOAT SERVICES, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           CSNO, L.L.C.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO



                           LOUISIANA RIVERBOAT GAMING PARTNERSHIP


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           ST. CHARLES GAMING COMPANY, INC.


                                 By:      /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC HOLDINGS, L.L.C.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           GRAND PALAIS RIVERBOAT, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           LRGP HOLDINGS, L.L.C.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           PPI, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO




                           ISLE OF CAPRI CASINO COLORADO, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           ISLE OF CAPRI CASINO-TUNICA, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC-COAHOMA, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC-NATCHEZ, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC-LULA, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC BOONVILLE, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO




                           IOC-KANSAS CITY, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           ISLE OF CAPRI BETTENDORF, L.C.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           ISLE OF CAPRI MARQUETTE, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           IOC-DAVENPORT, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           GEMINI, INC.


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO

                           LL HOLDING CORPORATION


                           By:   /s/ Rexford A. Yeisley
                                 -----------------------------------------------
                                 Name: Rexford A. Yeisley
                                 Title: Senior Vice President and CFO




CONFIRMED AND ACCEPTED,
       as of the date first above written:

By:  DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.


       By:   /s/ James C. Kingsbery
             -------------------------------------------
             Name: James C. Kingsbery
             Title: Chief Operating Officer


For itself and as Representative of the other Initial Purchasers named in
Schedule A hereto.



                                   SCHEDULE A

                                                                      Principal
                                                                      Amount of
                Name of Initial Purchaser                               Notes
                                                                    ------------
Dresdner Kleinwort Wasserstein - Grantchester, Inc.                 $100,000,000
CIBC World Markets Corp.                                            $ 60,000,000
Deutsche Banc Alex. Brown Inc.                                      $ 30,000,000
Credit Lyonnais Securities (USA) Inc.                               $ 10,000,000

                                                                  --------------
Total                                                               $200,000,000
                                                                  ==============



                                   SCHEDULE B

                           ISLE OF CAPRI CASINOS, INC.
               $200,000,000 9% Senior Subordinated Notes due 2012

          1.   The initial public offering price of the Securities shall be 100%
of the principal amount thereof, plus accrued interest, if any, from the date of
issuance.

          2.   The purchase price to be paid by the Initial Purchasers for the
Securities shall be 98% of the principal amount thereof.

          3.   The interest rate on the Securities shall be 9% per annum.

          4.   The Notes are redeemable, in whole in part, at the option of the
Company, at any time on or after March 15, 2007 at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest to the applicable redemption date, if redeemed during the
12-month period beginning on March 15 of the years indicated below.

          Year                                                   Percentage
          ----                                                   ----------

          2007                                                   104.500%

          2008                                                   103.000%

          2009                                                   101.500%

          2010                                                   100.000%

          5.   On or before March 15, 2005, the Company may, at its option, use
the net proceeds of a Public Equity Offering to redeem up to 35% of the Notes at
109.00% of the principal amount thereof.



                                                                     Exhibit A-1

                    FORM OF OPINION MAYER, BROWN, ROWE & MAW
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(a)

          (i)    The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.

          (ii)   The Company has the power (corporate or otherwise) and
authority to own, lease and operate its properties and to conduct its business
as described in the Offering Memorandum and to enter into and perform its
obligations under the Purchase Agreement, the Indenture, the Notes and the
Registration Rights Agreement.

          (iii)  The Purchase Agreement and the Registration Rights Agreement
have been duly authorized, executed and delivered by the Company and are the
legally valid and binding obligations of the Company and the Subsidiary
Guarantors, enforceable against them in accordance with the terms of the
Purchase Agreement and Registration Rights Agreement, respectively, except as
the enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws relating to or affecting the enforcement of
creditors' rights generally, or by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

          (iv)   The Notes are not of the same class (within the meaning of Rule
144A of the 1933 Act) as securities of the Company or its Subsidiaries that are
listed on a national securities exchange registered under Section 6 of the 1934
Act or that are quoted in a United States automated inter-dealer quotation
system.

          (v)    The Indenture has been duly authorized, executed and delivered
by the Company and the Subsidiary Guarantors and (assuming the due
authorization, execution and delivery thereof by the Trustee) constitutes a
valid and binding agreement of the Company and the Subsidiary Guarantors,
enforceable against them in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights
generally, or by general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law).

          (vi)   The Notes and the Subsidiary Guarantees are in the form
contemplated by the Indenture. The Notes have been duly authorized by the
Company. When the Notes and Subsidiary Guarantees have been duly executed by the
Company and Subsidiary Guarantors, respectively, and authenticated by the
Trustee in the manner provided in the Indenture (assuming the due authorization,
execution and delivery of the Indenture by Subsidiary Guarantors and the
Trustee) and issued and delivered against payment of the purchase price
therefor, the Notes and the Subsidiary Guarantees will constitute valid and
binding obligations of the Company and the Subsidiary Guarantors, respectively,
enforceable against the Company and the Subsidiary Guarantors, respectively, in
accordance with their terms, except as the enforcement thereof may



be limited by bankruptcy, insolvency, reorganization, moratorium (including,
without limitation, all laws relating to fraudulent transfers), or other similar
laws relating to or affecting enforcement of creditor's rights generally, or by
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), and will be entitled to the benefits of the
Indenture. When executed and authenticated in accordance with the terms of the
Indenture and issued in accordance with the terms of the Exchange Offer as
contemplated by the Registration Rights Agreement, the Exchange Notes and the
Private Exchange Notes, if any, will constitute the legally valid and binding
obligations of the Company and the Subsidiary Guarantors, enforceable against
them in accordance with their terms and entitled to the benefits of the
Indenture, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium (including, without limitation, all laws
relating to fraudulent transfers), or other similar laws relating to or
affecting enforcement of creditor's rights generally, or by general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), and will be entitled to the benefits of the Indenture.

          (vii)  The Notes, the Subsidiary Guarantees, the Indenture and the
Registration Rights Agreement conform in all material respects to the
descriptions thereof contained in the Final Offering Memorandum.

          (viii) The documents incorporated by reference in the Offering
Memorandum (other than the financial statements and supporting schedules
therein, as to which no opinion need be rendered), when they were filed with the
Commission, complied as to form in all material respects with the requirements
of the 1934 Act and the rules and regulations of the Commission thereunder.

          (ix)   To the best of our knowledge, after due inquiry, there is not
pending or threatened any action, suit, proceeding, inquiry or investigation, to
which the Company or any Subsidiary Guarantor is a party, or to which the
property of the Company or any Subsidiary Guarantor is subject, before or
brought by any court or governmental agency or body, which might reasonably be
expected to materially and adversely affect the consummation of the transactions
contemplated in the Purchase Agreement or the performance by the Company and the
Subsidiary Guarantors of their obligations thereunder or the transactions
contemplated by the Offering Memorandum, including without limitation the
performance by the Company and the Subsidiary Guarantors of their obligations
under the Operative Documents.

          (x)    The information in the Final Offering Memorandum under "Certain
Transactions", "Description of the Notes", "Exchange Offer; Registration
Rights", "Certain Tax Considerations", and "Notice to Investors", to the extent
that such information constitutes matters of law, summaries of legal matters,
the Company's and its Subsidiaries charters and bylaws or legal proceedings, or
legal conclusions, has been reviewed by us and is correct in all material
respects.

          (xi)   The descriptions in the Final Offering Memorandum of the
Company's 8 3/4% Senior Subordinated Notes due 2009 and the Company's senior
credit facility under the caption "Description of Certain Indebtedness" and of
the agreements described under the caption "Certain Transactions" are accurate
in all material respects.



          (xii)  To the best of our knowledge, after due inquiry, (A) neither
the Company nor any of its Subsidiaries is in violation of its charter or
by-laws and (B) no default by the Company or any of its Subsidiaries exists in
the due performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument listed on an exhibit to
such opinion.

          (xiii) No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than such as may be required by
state gaming regulatory authorities or as may be required under the applicable
securities laws of the various jurisdictions in which the Notes and Subsidiary
Guarantees will be offered or sold, as to which we need express no opinion) is
necessary or required in connection with the due authorization, execution and
delivery of the Purchase Agreement, Subsidiary Guarantees or the Registration
Rights Agreement by the Company or the Subsidiary Guarantors or the due
execution, delivery or performance of the Indenture by the Company or the
Subsidiary Guarantors or for the offering, issuance, sale or delivery of the
Notes and Subsidiary Guarantees to the Initial Purchasers or the resale by the
Initial Purchasers in accordance with the terms of the Purchase Agreement.

          (xiv)  Assuming the accuracy of the representations and warranties of
the Initial Purchasers in this Agreement, it is not necessary in connection with
the offer, sale and delivery of the Notes and Subsidiary Guarantees to the
Initial Purchasers and to each Subsequent Purchaser in the manner contemplated
by the Purchase Agreement and the Offering Memorandum to register the Notes
under the 1933 Act or to qualify the Indenture under the Trust Indenture Act.

          (xv)   The execution, delivery and performance of the Purchase
Agreement, the Registration Rights Agreement, the Indenture, the Notes and the
Subsidiary Guarantees and the consummation of the transactions contemplated in
the Purchase Agreement and in the Offering Memorandum (including the use of the
proceeds from the sale of the Notes as described in the Offering Memorandum
under the caption "Use of Proceeds") and compliance by the Company and the
Subsidiary Guarantors with their obligations under the Purchase Agreement, the
Registration Rights Agreement, the Indenture, the Notes and Subsidiary
Guarantees do not and will not, whether with or without the giving of notice or
lapse of time or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined in Section 1(a)(xiii) of the Purchase Agreement)
under or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company or any Subsidiary Guarantor pursuant
to any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or any other agreement or instrument listed on an exhibit to such
opinion, nor will such action result in any violation of the provisions of the
charter or by-laws of the Company, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to us, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any of its Subsidiaries or any of their respective
properties, assets or operations.

          (xvi)  The issuance and sale of the Notes and Subsidiary Guarantees
and the application of the proceeds thereof as provided in the Operative
Documents do not violate Regulations U, T or X of the Board of Governors of the
Federal Reserve System.



          (xvii)  None of the Company and the Subsidiary Guarantors is an
"investment company" or an entity "controlled" by an "investment company," as
such terms are defined in the 1940 Act.

          (xviii) The Offering Memorandum, as of its date, complies as to form
in all material respects with the requirements of Part I of Form S-3 under the
1933 Act and the rules and regulations of the SEC thereunder that would be
applicable if the Offering Memorandum were a prospectus subject to such
requirements.

          (xix)   Assuming that the laws of the States of Iowa and Colorado are
the same as the law of the State of Illinois, the execution, delivery and
performance of the Purchase Agreement, the Indenture, the Registration Rights
Agreement and the Subsidiary Guarantees (as part of the Indenture) by Riverboat
Services, Inc. and Isle of Capri Casino Colorado, Inc., and compliance by
Riverboat Services, Inc. and Isle of Capri Casino Colorado, Inc. with all of the
provisions thereof and the consummation of the transactions contemplated
thereby, have been duly authorized and approved by Riverboat Services, Inc. and
Isle of Capri Casino Colorado, Inc.

          Nothing has come to our attention that has led us to believe that the
Final Offering Memorandum (except for financial statements and schedules and
other financial data included or incorporated by reference therein or omitted
therefrom as to which such counsel need make no statement), at the time the
Final Offering Memorandum was issued or at the Closing Time, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

          In rendering such opinion, such counsel may rely, as to matters of
fact (but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company, the Subsidiaries and public
officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).



                                                                     Exhibit A-2

                       FORM OF OPINION OF IN HOUSE COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(a)

          (i)    The Company and the Subsidiary Guarantors are not required to
be qualified as foreign entities to transact business in any jurisdiction where
they are not so qualified.

          (ii)   The shares of issued and outstanding capital stock of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable; and none of the outstanding shares of capital stock of the
Company was issued in violation of the preemptive or other similar rights of any
securityholder of the Company.

          (iii)  The Company owns 100% of the [shares of capital
stock/partnership interests/membership interests] of [name of applicable
Subsidiary Guarantors] free and clear of any security interest, claim, lien,
encumbrance or adverse interest, except as otherwise described in the Offering
Memorandum. To my knowledge, such [shares of capital stock/partnership
interests/membership interests] constitute the only ownership interests in the
[name of applicable Subsidiary Guarantors]. The [shares of capital
stock/partnership interests/membership interests] of [name of applicable
Subsidiary Guarantors] have been duly authorized and validly issued, fully paid
and non-assessable. To my knowledge, the [shares of capital stock/partnership
interests/membership interests] are not subject to any restriction, limitation,
prohibition or condition on payment of dividends, distribution or other payments
by [name of applicable Subsidiaries] with respect to equity interests in or of
[name of applicable Subsidiary Guarantors], except as otherwise described in the
Offering Memorandum. The Company does not have any Subsidiaries, other than
[_________].

          (iv)   There is not pending or, to the best of my knowledge,
threatened any action, suit, proceeding, inquiry or investigation, to which the
Company or any Subsidiary is a party, or to which the property of the Company or
any Subsidiary thereof is subject, before or brought by any court or
governmental agency or body, which could reasonably be expected to result in a
Material Adverse Effect or to materially and adversely affect the consummation
of the transactions contemplated in the Purchase Agreement or the performance by
the Company and the Subsidiary Guarantors of their obligations thereunder or the
transactions contemplated by the Offering Memorandum, including without
limitation the performance by the Company and the Subsidiary Guarantors of their
obligations under the Operative Documents.

          (v)    To the best of my knowledge there are no franchises, contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments that
would be required to be described in the Offering Memorandum that are not
described or referred to in the Offering Memorandum other than those described
or referred to therein or incorporated by reference thereto.

          (vi)   The Company and its Subsidiaries have all licenses, permits,
franchises, authorizations and approvals of governmental and regulatory
authorities (collectively, the



"Permits"), including under and applicable Environmental Laws of the State of
Louisiana, Mississippi, Colorado, Florida, Iowa, Missouri and Nevada or any
political subdivision thereof and any applicable Permits necessary under the
gaming laws of the States of Louisiana, Mississippi, Colorado, Florida, Iowa,
Missouri and Nevada and any other law, statute, ordinance, rule or regulation in
connection with the current operation of the [names of applicable Company
facilities] or necessary to enable the Company and [name of applicable
Subsidiaries] to conduct their business as described in the Offering Memorandum.
To the best of my knowledge, after due inquiry, the Company and [name of
applicable Subsidiaries] have fulfilled and performed all of their material
obligations with respect to such Permits. To the best of my knowledge, no event
has occurred which allows, or after notice or lapse of time would allow,
revocation or termination thereof or results, or after notice or lapse of time
would result, in any material impairment of the rights of the holder of any such
Permit; and such Permits contain no restrictions that are materially burdensome
to the Company or [name of applicable Subsidiaries].

          (vii)  The Gaming Authorities of the States of Mississippi, Louisiana,
Colorado, Iowa, Missouri and Nevada have reviewed the ownership structure of the
Company and certain of its subsidiaries and the operation of the [names of
applicable Company facilities] and have required certain owners and key
operators to be found suitable under the gaming laws of the States of
Mississippi, Louisiana, Colorado, Iowa, Missouri and Nevada to be associated
with the Company and [name of applicable Subsidiaries]. Each of the person so
requested by such Gaming Authorities to be found suitable has been found
suitable.

          Nothing has come to my attention that has led me to believe that the
Offering Memorandum (except for financial statements and schedules and other
financial data included or incorporated by reference therein or omitted
therefrom as to which I need make no statement), at the time the Offering
Memorandum was issued, at the time any such amended or supplemented Offering
Memorandum was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          In rendering such opinion, such counsel may rely, as to matters of
fact (but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company, the Subsidiaries and public
officials. Such opinion shall not state that it is to be governed or qualified
by, or that it is otherwise subject to, any treatise, written policy or other
document relating to legal opinions, including, without limitation, the Legal
Opinion Accord of the ABA Section of Business Law (1991).

EX-3.3

                                                                     Exhibit 3.3

                           ARTICLES OF ORGANIZATION OF
                                  CSNO, L.L.C.

          BE IT KNOWN, that on the date stated below, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the jurisdiction named
below, personally came and appeared JAMES A. STUCKEY (the "Organizer") as
organizer of CSNO, L.L.C. (the "Company") and adopts the following Articles of
Organization of the Company pursuant to Title 12, Chapter 22 of the Louisiana
Revised Statutes, the Louisiana Limited Liability Company law (the "LaLLCL").

          1. Name. The name of the Company is CSNO, L.L.C.

          2. Purpose. The purpose of the Company is to engage in any lawful
activity.

          3. Management. The business of the Company shall be managed by or
under the authority of its member(s) or by one or more managers or directors
elected by its member(s) (who may but need not be a member(s)), as provided in
the operating agreement of the Company. The rights and duties, including any
restrictions thereof, of a member(s), if management is reserved to a member(s),
or the managers or directors, if management is vested in managers or directors,
shall be specified in the operating agreement.

          4. Limitation of Liability. The member(s), managers or directors of
the Company shall not be personally liable for any monetary damages or breach of
any duty, as and to the extent provided in Section 1315 of the LaLLCL. If the
LaLLCL is amended to authorize any further elimination or limitation of the
personal liability of member(s), managers or directors, then the liability of
the member(s) managers or directors of the Company shall be eliminated or
limited to the fullest extent permitted by the LaLLCL, as so amended. Any repeal
or modification of this Article by the member(s) of the Company shall not
adversely affect any right or protection of a member, manager or director of the
Company under this Article with respect to any act or omission occurring prior
to the time of such repeal or modification.

          5. Certificates of Authority. In accordance with Section 12:1305(C)(5)
of the LaLLCL, each of the members, the directors, the Secretary and the
Assistant Secretary is authorized to execute any certificate confirming the
membership of any member (including that of the certifying member), the
authenticity of any records of the Company or the identity of any member,
director, manager, person or entity authorized to take action on behalf of the
Company. Any person dealing with the Company may rely conclusively on any
certificate executed by a member, director, the Secretary or the Assistant
Secretary and shall not have any obligation to investigate or verify the
statements in the certificate or the member's, director's, the Secretary's or
the Assistant Secretary's authority to execute the certificate. This conclusive
right to rely applies even in the case of actions listed in Section 1318(B) of
the LaLLCL.



          6. Indemnification. The Company shall have the power to provide in its
operating agreement for indemnification of its member(s), managers, directors,
employees and agents to the fullest extent set forth in the LaLLCL. No amendment
to the operating agreement limiting the right to indemnification shall affect
the entitlement of any person to indemnification whose claim thereto results
from conduct occurring prior to the date of such amendment.

          7. Organizer. The name and post office address of the Organizer is:

                    James A. Stuckey
                    30th Floor - Texaco Center
                    400 Poydras Street
                    New Orleans, Louisiana 70130

          THUS DONE AND PASSED, on this 27th day of March, 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for Orleans
Parish, Louisiana, by the personal appearance of James A. Stuckey as Organizer,
who acknowledged and declared under oath, in the presence of the two undersigned
witnesses, that he signed these Articles of Organization as his free act and
deed for the purposes stated herein.


/s/ Illegible                           /s/ James A. Stuckey
- ---------------------------             -------------------------------
Witness                                 James A. Stuckey
                                        Organizer


/s/ Illegible
- ---------------------------
Witness


                                /s/ DAWN M. RAWLS
                           ---------------------------
                                  NOTARY PUBLIC

                                  DAWN M. RAWLS
                                  NOTARY PUBLIC
                               State of Louisiana
                        My Commission Is Issued For Life

EX-3.4

                                                                     Exhibit 3.4

                             OPERATING AGREEMENT OF
                                  CSNO, L.L.C.

          THIS OPERATING AGREEMENT (this "Agreement"), effective as of the 4th
day of April, 2000, is entered into by and between CSNO, L.L.C., a Louisiana
limited liability company (the "Company"), and Isle of Capri Casinos, Inc., a
Delaware corporation, the Company's sole member on the date hereof (Isle of
Capri Casinos, Inc., together with those individuals and entities admitted as
members from time to time subsequent to the date hereof in accordance with the
terms herein, shall collectively be referred to herein as "Members"). The
Company and the Members hereby recite and agree as follows:

                                  1. Formation

          The Company and the Members hereby establish the terms of the
operation of the Company, a Louisiana limited liability company, pursuant to
Title 12, Chapter 22 of the Louisiana Revised Statutes, the Louisiana Limited
Liability Company law (the "LaLLCL"). They unconditionally ratify, confirm and
adopt the Articles of Organization (the "Articles") and the Initial Report of
the Company executed on March 27, 2000 by James A. Stuckey, as organizer (the
"Organizer"), in full.

                         2. Principal Place of Business

          The registered office in Louisiana is located at 711 Isle of Capri
Boulevard, Bossier City, Louisiana 71111 and the principal business office of
the Company (the "Principal Business Office") shall be located at 1641 Popps
Ferry Road, Suite B1, Biloxi, Mississippi 39532, or at such other location as
may be designated by the Members from time to time.

                             3. Release of Organizer

          With their adoption of the Articles and the Initial Report, the
Members hereby unconditionally ratify, confirm and adopt all actions of the
Organizer to date. They further relieve the Organizer of any further duties or
obligations to the Company as of the date of this Agreement and agree that the
Company shall, and hereby does, fully release, indemnify and hold the Organizer
harmless from and against any loss, claim or other liability the Organizer may
incur at any time as a result of the Organizer's service to the Company.



                    4. Accounting and Reports for the Company

          (a) Records and Accounting. The books and records of the Company shall
be kept, and the financial position and the results of its operations recorded,
in accordance with the accounting methods selected by the Managers or Directors
from time to time, and if not so selected, the books and records shall be
maintained in accordance with generally accepted accounting principles
consistently applied. The books and records of the Company shall reflect all the
Company's transactions and shall be appropriate and adequate for the Company's
business. The accounting year of the Company for financial reporting and for
federal income tax purposes shall be consistent with that of the Members.

          (b) Access to Accounting Records. All books, records, files,
securities and other documents or information maintained by the Company shall be
maintained at the Principal Business Office or at any other office of the
Company agreed to by the Managers or Directors, and each Member, as well as its
duly authorized representative, shall have access to all books and records at
the offices of the Company and the right to inspect and copy them at reasonable
times and upon reasonable notice. Notwithstanding the foregoing, each Member
shall have the inspection rights granted by, and the Company shall maintain at
its registered office the records listed in, Section 1319 of the LaLLCL.

          (c) Outside Consultants. The Company may obtain the services of
outside accountants, attorneys and other consultants.

          (d) Reports. The Company shall use its best efforts to send the
following information to each person who was a Member at any time during the
year then ended:

          (1) Such tax information regarding all items attributable to the
     Company as shall be necessary for inclusion in federal income tax returns
     by the Members.

          (2) The balance sheet of the Company as of the end of such year and
     statements of operations and changes in Members' capital contributions,
     prepared in accordance with the accounting method selected. The information
     shall also set forth distributions to the Members for the period covered
     thereby and the amount of any distributions released from reserves
     established in prior periods.

                                       -2-



                  5. Membership Interests and Capital Accounts

          (a) Membership Interests and Organization. Exhibit A to this Agreement
states (1) the relative interests of each Member (the "Membership Interests") in
the Company, and (2) the initial contribution of cash or property of each
Member.

          (b) Certificates for Membership Interests. The Membership Interests
shall not be represented by any certificate of membership or other evidence of
membership other than the Articles and this Agreement.

          (c) Addition to or Withdrawal of Capital Contributions. Additional
capital may be contributed to the Company, or capital may be withdrawn, but only
as authorized by appropriate administrative actions under this Agreement.

          (d) Capital Accounts. The capital accounts of the Members shall
initially be set as determined by the accountants for the Company or by written
unanimous consent of the Members, and a Member's capital account shall, from
time to time, be:

          (1)  Increased by:

          (A)  Any additional capital contributions of the Member as authorized
               by appropriate administrative actions under this Agreement;

          (B)  The Member's share of profits of the Company, determined pursuant
               to this Agreement, during each fiscal year, whether or not
               distributed; and

          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Company) contributed by the Member; or

          (2)  Decreased by:

          (A)  All distributions, whether of the capital or income, to or for
               the account of the Member (other than payments received by the
               Member in repayment of any loan);

          (B)  The Member's share of losses of the Company determined during
               each fiscal year pursuant to this Agreement; and

                                       -3-



          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Member) distributed by the Company to the Member.

The foregoing provisions are intended to comply with the provisions contained in
Treasury Regulations 1.704-1(b)(2)(iv) under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), and capital accounts shall be
maintained in accordance with these provisions.

                          6. Administrative Provisions

          (a) Managers or Directors. All powers shall be vested in, and the
business and affairs of the Company shall be managed by either a Board of
Managers or a Board of Directors consisting of one or more Managers or Directors
selected by the Members as provided herein. The initial Directors shall be
Bernard Goldstein, John M. Gallaway and Allan B. Solomon, each of whom shall
serve as a Director of the Company until a successor or successors shall have
been duly elected and qualified. At each annual meeting, the Members shall
determine the number of Managers or Directors. The number of Managers or
Directors may be increased by the Members or may be decreased by the Members, or
in the event of any vacancy or vacancies, by the Managers or Directors to
eliminate such vacancies. Any decrease in the number of Managers or Directors by
the Members shall have the effect of terminating the term of office of all
Managers or Directors unless the effect of such decrease is merely to eliminate
a vacancy or vacancies. If such decrease terminating the term of office of all
Managers or Directors is effected at a meeting of Members, the new Managers or
Directors shall be elected at such meeting. Each Manager or Director shall hold
office until the annual meeting held next after his election and until his
successor shall have been elected and qualified, until he shall resign or until
he shall have been removed by the Members, with or without cause, at the
Members' discretion.

          (b) Vacancies. If a vacancy on the Board of Managers or Board of
Directors occurs by reason of death, resignation, removal or otherwise or if a
newly created Managership or Directorship results from an increase in the number
of Managers or Directors, such vacancy may be filled for the unexpired term by a
majority vote of the Managers or Directors then in office or by the sole
remaining Manager or Director, although less than a quorum exists. Each person
so elected shall be a Manager or Director until his successor is elected by the
Members, who may make such election at their next annual meeting or any special
meeting duly called for that purpose.

                                       -4-



          (c) Meetings of Managers or Directors. Regular meetings of the
Managers or Directors shall be held at such time and place as may from time to
time be determined by the Managers or Directors. No notice need be given of any
regular meeting. Special meetings of the Managers or Directors may be held at
such time and place as may be designated in the notice or the waiver of notice
of the meeting. Special meetings of the Managers or Directors may be called by
the Chairman of the Board, the President, by any two (2) Managers or Directors,
or by any one (1) Manager or Director when there are two (2) Managers or
Directors or less then serving. Unless notice shall be waived by all Managers or
Directors, notice of any special meeting (including a statement of the purposes
thereof) shall be given to each Manager at least twenty-four (24) hours in
advance of the meeting if oral or two (2) days in advance of the meeting if by
mail, telegraph or other written communication. Any Manager or Director may vote
at any meeting in person or by proxy. Participation in any meeting of the
Managers or Directors may be in person or by telephone. Attendance at a meeting
by any Manager or Director, without objection in writing by him, shall
constitute his waiver of notice of such meeting. A majority of the total number
of Managers or Directors shall constitute a quorum for the transaction of
business; provided, however, that if any vacancies exist by reason of death,
resignation, removal or otherwise, a majority of the remaining Managers or
Directors shall constitute a quorum for the purpose of filling of such
vacancies.

          (d) Disclosure to Gaming Regulatory Authorities. Each Manager or
Director must agree to provide such background information, including a
financial statement, and consent to such background investigation, as may be
required by gaming regulatory authorities of any state or other jurisdiction in
or subject to which the Company does or proposes to do business, and must agree
to respond to questions from such gaming regulatory authorities. If any Manager
or Director is unwilling or unable to obtain within a reasonable period of time
any necessary approval by gaming regulatory authorities in any such state or
other jurisdiction, then such Manager or Director shall, if so requested by a
majority of the remaining Managers or Directors, resign as a Manager or
Director. If and to the extent required by the gaming regulatory authorities of
any state or other jurisdiction in which the Company does or proposes to do
business, or of any state or jurisdiction whose laws or regulations are
otherwise applicable to the Company, such Manager or Director shall abstain from
participating in any action with respect to operations of the Company in such
state or jurisdiction pending such background check or approval.

          (e) Officers. The Company shall have officers elected by the Managers
or Directors. Appointment of a person as an officer shall not, by virtue of such
appointment alone, make such person a Manager under the LaLLCL. Each of the
officers shall have all such powers, responsibilities and obligations as are
associated by custom or statute with their respective offices under the
Louisiana Business Corporation Law or LaLLCL.

                                      -5-



          (f) Authorizing Actions. Any action to be taken by the Members or the
Managers or Directors under the LaLLCL or this Agreement may be taken (1) at a
meeting of the Members or the Managers or Directors, respectively, held on such
terms and after notice required by this Agreement, or (2) by unanimous written
action of the Members or the Managers or Directors, respectively. No notice need
be given of any action proposed to be taken by written action, or an approval
given by written action, unless specifically required by the LaLLCL or this
Agreement. Copies of all written actions must be kept with the records of the
Company.

          (g) Meetings. Meetings of the Members hereunder will be held upon no
less than seven (7) and no more than forty-five (45) days prior to written
notice delivered in accordance with this Agreement. Any Member may vote at any
meeting in person or by proxy. Participation in any meeting of the Members may
be in person or by telephone. Notice of any meeting may be waived in writing,
either before or after the meeting. The presence of a Member at any meeting
shall constitute a waiver of notice and the form thereof, unless a Member's
presence at such meeting is solely for the purpose of objecting to the form of
notice or the holding of a meeting without proper notice.

          (h) Indemnification. The Company shall, and hereby does, fully
release, indemnify and hold any Member, Manager, Director, officer, employee or
agent of the Company harmless from and against any loss, claim or other
liability the Member, Manager, Director, officer, employee or agent of the
Company may incur at any time as a result of the indemnitee's service to the
Company, to the fullest extent permitted or required by the LaLLCL, as amended
from time to time. The Company may advance expenses incurred by the indemnitee
by appropriate administrative action under this Agreement following the
Company's receipt of the indemnitee's agreement to reimburse the Company for the
advance in the event of a determination that the indemnitee is not entitled to
indemnification by the Company.

          (i) Admission of Additional Members. The Members may admit to the
Company additional Members who will participate in the profits, losses, cash
available for distributions, and ownership of the assets of the Company only by
joint action of the Members.

                               7. Profit or Losses

          The net profits or the net losses (and any separately stated items,
including without limitation, depreciation, amortization and tax credits) of the
Company shall be

                                      -6-



allocated to the Members, pro-rata in accordance with their Membership Interests
in the Company.

                                8. Distributions

          From time to time, the Managers or Directors may authorize the Company
to make distributions to the Members for the purpose of defraying the annual tax
liability caused by the Company's profits. The Company may make other
distributions to the Members if the Members approve such distributions by joint
action. Any distributions shall be made pro-rata to the Members in accordance
with their Membership Interests in the Company.

                                 9. Dissolution

          (a) Events Causing Dissolution. The following events (each a
"Dissolution Event") shall cause a dissolution of the Company:

          (1) The consent of the Members by joint action.

          (2) The withdrawal, expulsion, bankruptcy or dissolution of a Member,
     the sale or redemption of a Member's entire Membership Interest, or the
     occurrence of any other event which terminates the continued membership of
     a Member in the Company pursuant to the LaLLCL.

          (3) The entry of a judicial decree of dissolution under Section 1335
     of the LaLLCL.

          (b) Continuation of the Company. In certain circumstances after a
Dissolution Event, the remaining Members may choose to continue the Company and
the Company shall continue, uninterrupted by the Dissolution Event, as if the
Dissolution Event had not occurred. The remaining Member shall not have this
option after the entry of a judicial decree of dissolution. The remaining Member
may exercise the option only within 90 days after the Dissolution Event and only
if the remaining Member admits at least one additional Member, if the LaLLCL so
requires.

          (c) Winding Up the Company. Upon dissolution, the Members shall wind
up the Company and liquidate its assets and liabilities according to Sections
1336 through 1341 of the LaLLCL. After the Dissolution Event and until
completion of the winding up,

                                      -7-



the Members may continue to conduct the business of the Company pursuant to the
Administrative Provisions of this Agreement. However, the Company shall not
conduct any business that is inimical to the winding up of the Company. The
Members shall at all times retain the maximum limitation of liability with
respect to claims against the Company as is allowed by the LaLLCL. This
limitation of liability shall not be diminished by the fact that Members have
not formally commenced the winding up of the Company after a Dissolution Event.
Any action taken by a Member that has the effect of reducing the limitation of
liability available under the LaLLCL shall have no effect, and shall be null and
void ab initio unless all Members consent to it.

          (d) Gains or Losses in Winding Up. Any gains or losses on disposition
of Company properties in the process of liquidation will be credited or charged
to the Members in the proportion of their Membership Interests. Any property
distributed in kind in the winding up must be valued and treated as though the
property were sold and the cash proceeds were distributed. The difference
between the value of the property distributed in kind and its book value will be
treated as a gain or loss on the sale of the property and credited or charged to
the Members in proportion to their Membership Interests.

                   10. Restrictions on Transfers of Interests

          (a) Transfers Limited. Except as expressly permitted herein, Members
shall not sell, assign, transfer, mortgage, charge or otherwise encumber, or
suffer any third party to sell, assign, transfer, mortgage, charge or otherwise
encumber, or contract to do or permit any of the foregoing, whether voluntarily
or by operation of law (herein sometimes collectively called a "transfer"), any
part or all of their Membership Interests.

          (b) Permitted Transfers. Notwithstanding the limitation on transfers
stated in this Agreement, a Member may from time to time transfer all or any
portion of the Member's Membership Interest, if the transfer (1) would not
result in a "termination" under Section 708 of the Internal Revenue Code, (2)
would not leave the Company with fewer than two Members, if the LaLLCL so
requires, and (3) is to any of the following (collectively, "Permitted
Transferees"):

          (A)  A transferee approved by the other Member(s),

          (B)  One or more of the affiliates of a Member (controlled by or under
               common control with the Member) at the time of the transfer, or

                                      -8-



          (C)  Any other legal entity in which all of the interests are, and
               will continue to be, owned by the Member or one or more such
               affiliates.

The approval of a transferee in any one or more instances shall not limit or
waive the need for such approval in any other or subsequent instances.

          (c) Transferee. If a transfer occurs by operation of law or contrary
to this Agreement's prohibition on certain transfers, and the transferee is not
a Permitted Transferee, the transferee shall not have any right to participate
in the management of the business and affairs of the Company or become a Member.
For purposes of voting, the Membership Interest of the transferring Member shall
not be counted in determining whether votes of the Members constitute joint
actions. A transferee shall only be entitled to receive the share of profits or
other compensation by way of income and the return of contributions to which the
transferring Member would otherwise be entitled. Additionally, the transfer
shall not relieve a transferring Member of any liability hereunder.

          (d) Substituted Member. A substituted Member is a person who has been
admitted to all the rights of a Member who has transferred or assigned its
Membership Interests in the Company as provided for herein. The substituted
Member has all the rights and powers and is subject to all the restrictions and
liabilities of his assignor.

          (e) Additional Limitations. As a condition to the effectiveness of a
transfer to a Permitted Transferee, the Permitted Transferee shall execute a
ratification of this Agreement and shall deliver it to the other Members. The
other Members may also impose other conditions of transfer and require the
execution and delivery of other agreements as they reasonably determine to be
necessary to avoid the violation of any federal and state law with respect to
the transfer and to evidence the transferee's agreement to be bound by this
Agreement.

          (f) Applicability. The foregoing provisions contained in this Section
10 shall only apply if the Company has two or more Members.

                             1l. General Provisions

          (a) Choice of Law. The validity of this Agreement is to be determined
under, and the provisions of this Agreement are to be construed in accordance
with, the laws of the State of Louisiana.

                                       -9-



          (b) Binding Effect. This Agreement is to be binding upon, and inure to
the benefit of the successors and permitted assigns of the Members.

          (c) Gender and Plurality. Wherever applicable, the pronouns
designating the masculine or neuter will equally apply to the feminine, neuter
or masculine genders. Furthermore, wherever applicable within this Agreement,
the singular will include the plural and vice versa. The term "person" when used
herein shall include a natural person and all forms of entities, including,
without limitation, a corporation, trust, association, partnership, limited
partnership, partnership in commendam, limited liability company or limited
liability partnership.

          (d) Notices. All notices, demands, and other writings required herein,
or delivered in connection herewith, may be either delivered in person or by
private courier (which shall be effective upon delivery), by facsimile or
similar communication (which shall be effective upon confirmation of delivery on
the sender's facsimile machine or other communication device), or by prepaid
registered or certified mail (which shall be effective five business days after
being so mailed) to the address for notice set forth as follows:

              Isle of Capri Casinos, Inc.
              1641 Popps Ferry Road, Suite B1
              Biloxi, Mississippi 39532

These address shall continue to constitute the appropriate ones for notices
under this Agreement until the receiving Member notifies each other Member in
writing of a change.

          (e) Captions. Article, section and paragraph captions and head notes
are for reference purposes only and will not be considered to affect context.

          (f) Severability. If any part of this Agreement is found by a court of
competent jurisdiction to be void, against public policy or otherwise
unenforceable, the part shall be reformed by the court to the extent necessary
to make such provision enforceable. If the entire provision is deemed
unenforceable by the court, the provision shall be deleted. In either event,
this Agreement and each of the remaining provisions of it, as so amended, shall
remain in full force and effect.

          (g) Integration. Both this Agreement and the Articles embody the
entire agreement and understanding among the Members and supersede all prior
agreements and understandings, if any, among and between Members relating to the
subject matter hereof.

                                      -10-



          (h) Counterparts. This Agreement may be executed in several
counterparts and that all counterparts so executed are to constitute one
agreement binding all Members, notwithstanding the fact that all Members are not
signatories to the original or to the same counterpart. Any party hereto may
execute this Agreement by facsimile signature or similar form of communication,
and such signature shall be legal and valid for all purposes. Each party so
executing this Agreement shall promptly sign an original hereof and deliver the
originally signed document to the other Member.

          THUS DONE AND PASSED, on the date stated below, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the parish
or county and the state of the Notary's jurisdiction as stated below, by the
personal appearance of (1) Isle of Capri Casinos, Inc., as Member, and (2) CSNO,
L.L.C., appearing through its undersigned Member, who acknowledged and declared
under oath, in the presence of the two undersigned witnesses, that each of the
Member and the Company, respectively, signed this Agreement as its free act and
deed for the purposes stated herein.

                                ISLE OF CAPRI CASINOS, INC.
                                      AND
                                CSNO, L.L.C.
                                By: Isle of Capri Casinos, Inc., its sole member


/s/ Illegible                   /s/ Allan B. Solomon
- -----------------------------   ------------------------------------------------
Witness                         Name: Allan B. Solomon
                                Title: Executive Vice President


/s/ Illegible
- -----------------------------
Witness                         Date: April 20, 2000


                       /s/ Illegible
                       ----------------------------------
                                 NOTARY PUBLIC

Notary's jurisdiction: Florida
Term expires: 12/1/01

                                   [GRAPHIC]         ROSE L. HAYES
                                                MY COMMISSION # CC 687449
                                                EXPIRES: December 1, 2001
                                          Bonded Thru Notary Public Underwriters

                                      -11-



                      EXHIBIT A TO OPERATING AGREEMENT OF
                                  CSNO, L.L.C.

                 Initial Membership Interests and Contributions

Member                        Percentage   Contribution

ISLE OF CAPRI CASINOS, INC.       100       $1,000.00

                                      -12-

EX-3.14

                                                                    Exhibit 3.14

                           ARTICLES OF ORGANIZATION OF
                             LRGP HOLDINGS, L.L.C.

          BE IT KNOWN, that on the date stated below, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the jurisdiction named
below, personally came and appeared JAMES A. STUCKEY (the "Organizer") as
organizer of LRGP Holdings, L.L.C. (the "Company") and adopts the following
Articles of Organization of the Company pursuant to Title 12, Chapter 22 of the
Louisiana Revised Statutes, the Louisiana Limited Liability Company law (the
"LaLLCL").

          1. Name. The name of the Company is LRGP Holdings, L.L.C.

          2. Purpose. The purpose of the Company is to engage in any lawful
activity.

          3. Management. The business of the Company shall be managed by or
under the authority of its member(s) or by one or more managers or directors
elected by its member(s)(who may but need not be a member(s)), as provided in
the operating agreement of the Company. The rights and duties, including any
restrictions thereof, of a member(s), if management is reserved to a member(s),
or the managers or directors, if management is vested in managers or directors,
shall be specified in the operating agreement.

          4. Limitation of Liability. The member(s), managers or directors of
the Company shall not be personally liable for any monetary damages or breach of
any duty, as and to the extent provided in Section 1315 of the LaLLCL. If the
LaLLCL is amended to authorize any further elimination or limitation of the
personal liability of member(s), managers or directors, then the liability of
the member(s) managers or directors of the Company shall be eliminated or
limited to the fullest extent permitted by the LaLLCL, as so amended. Any repeal
or modification of this Article by the member(s) of the Company shall not
adversely affect any right or protection of a member, manager or director of the
Company under this Article with respect to any act or omission occurring prior
to the time of such repeal or modification.

          5. Certificates of Authority. In accordance with Section 12:1305(C)(5)
of the LaLLCL, each of the members, the directors, the Secretary and the
Assistant Secretary is authorized to execute any certificate confirming the
membership of any member (including that of the certifying member), the
authenticity of any records of the Company or the identity of any member,
director, manager, person or entity authorized to take action on behalf of the
Company. Any person dealing with the Company may rely conclusively on any
certificate executed by a member, director, the Secretary or the Assistant
Secretary and shall not have any obligation to investigate or verify the
statements in the certificate or the member's, director's, the Secretary's or
the Assistant Secretary's authority to execute the certificate. This conclusive
right to rely applies even in the case of actions listed in Section 1318(B) of
the LaLLCL.




          6. Indemnification. The Company shall have the power to provide in its
operating agreement for indemnification of its member(s), managers, directors,
employees and agents to the fullest extent set forth in the LaLLCL. No amendment
to the operating agreement limiting the right to indemnification shall affect
the entitlement of any person to indemnification whose claim thereto results
from conduct occurring prior to the date of such amendment.

          7. Organizer. The name and post office address of the Organizer is:

                    James A. Stuckey
                    30th Floor - Texaco Center
                    400 Poydras Street
                    New Orleans, Louisiana 70130

          THUS DONE AND PASSED, on this 27th day of March 2000, before me, the
undersigned Notary Public, duly commissioned and qualified in and for Orleans
Parish, Louisiana, by the personal appearance of James A. Stuckey as Organizer,
who acknowledged and declared under oath, in the presence of the two undersigned
witnesses, that he signed these Articles of Organization as his free act and
deed for the purposes stated herein.


/s/ Illegible                             /s/ James A. Stuckey
- --------------------------------          --------------------------------------
Witness                                   James A. Stuckey
                                          Organizer


/s/ Illegible
- --------------------------------
Witness


                                 /s/ Illegible
                             ---------------------
                                 NOTARY PUBLIC

                                  DAWN M. RAWLS
                                  NOTARY PUBLIC
                               State of Louisiana
                        My Commission Is Issued For Life

EX-3.15

                                                                    Exhibit 3.15

                             OPERATING AGREEMENT OF
                             LRGP HOLDINGS, L.L.C.

          THIS OPERATING AGREEMENT (this "Agreement"), effective as of the 4th
day of April, 2000, is entered into by and between LRGP Holdings, L.L.C., a
Louisiana limited liability company (the "Company"), and Isle of Capri Casinos,
Inc., a Delaware corporation, the Company's sole member on the date hereof (Isle
of Capri Casinos, Inc., together with those individuals and entities admitted as
members from time to time subsequent to the date hereof in accordance with the
terms herein, shall collectively be referred to herein as "Members"). The
Company and the Members hereby recite and agree as follows:

                                  1. Formation

          The Company and the Members hereby establish the terms of the
operation of the Company, a Louisiana limited liability company, pursuant to
Title 12, Chapter 22 of the Louisiana Revised Statutes, the Louisiana Limited
Liability Company law (the "LaLLCL"). They unconditionally ratify, confirm and
adopt the Articles of Organization (the "Articles") and the Initial Report of
the Company executed on March 27, 2000 by James A. Stuckey, as organizer (the
"Organizer"), in full.

                         2. Principal Place of Business

          The registered office in Louisiana is located at 711 Isle of Capri
Boulevard, Bossier City, Louisiana 71111 and the principal business office of
the Company (the "Principal Business Office") shall be located at 1641 Popps
Ferry Road, Suite B1, Biloxi, Mississippi 39532, or at such other location as
may be designated by the Members from time to time.

                             3. Release of Organizer

          With their adoption of the Articles and the Initial Report, the
Members hereby unconditionally ratify, confirm and adopt all actions of the
Organizer to date. They further relieve the Organizer of any further duties or
obligations to the Company as of the date of this Agreement and agree that the
Company shall, and hereby does, fully release, indemnify and hold the Organizer
harmless from and against any loss, claim or other liability the Organizer may
incur at any time as a result of the Organizer's service to the Company.



                    4. Accounting and Reports for the Company

          (a) Records and Accounting. The books and records of the Company shall
be kept, and the financial position and the results of its operations recorded,
in accordance with the accounting methods selected by the Managers or Directors
from time to time, and if not so selected, the books and records shall be
maintained in accordance with generally accepted accounting principles
consistently applied. The books and records of the Company shall reflect all the
Company's transactions and shall be appropriate and adequate for the Company's
business. The accounting year of the Company for financial reporting and for
federal income tax purposes shall be consistent with that of the Members.

          (b) Access to Accounting Records. All books, records, files,
securities and other documents or information maintained by the Company shall be
maintained at the Principal Business Office or at any other office of the
Company agreed to by the Managers or Directors, and each Member, as well as its
duly authorized representative, shall have access to all books and records at
the offices of the Company and the right to inspect and copy them at reasonable
times and upon reasonable notice. Notwithstanding the foregoing, each Member
shall have the inspection rights granted by, and the Company shall maintain at
its registered office the records listed in, Section 1319 of the LaLLCL.

          (c) Outside Consultants. The Company may obtain the services of
outside accountants, attorneys and other consultants.

          (d) Reports. The Company shall use its best efforts to send the
following information to each person who was a Member at any time during the
year then ended:

          (1) Such tax information regarding all items attributable to the
     Company as shall be necessary for inclusion in federal income tax returns
     by the Members.

          (2) The balance sheet of the Company as of the end of such year and
     statements of operations and changes in Members' capital contributions,
     prepared in accordance with the accounting method selected. The information
     shall also set forth distributions to the Members for the period covered
     thereby and the amount of any distributions released from reserves
     established in prior periods.

                                    -2-



                5. Membership Interests and Capital Accounts

          (a) Membership Interests and Organization. Exhibit A to this Agreement
states (1) the relative interests of each Member (the "Membership Interests") in
the Company, and (2) the initial contribution of cash or property of each
Member.

          (b) Certificates for Membership Interests. The Membership Interests
shall not be represented by any certificate of membership or other evidence of
membership other than the Articles and this Agreement.

          (c) Addition to or Withdrawal of Capital Contributions. Additional
capital may be contributed to the Company, or capital may be withdrawn, but only
as authorized by appropriate administrative actions under this Agreement.

          (d) Capital Accounts. The capital accounts of the Members shall
initially be set as determined by the accountants for the Company or by written
unanimous consent of the Members, and a Member's capital account shall, from
time to time, be:

          (1)  Increased by:

          (A)  Any additional capital contributions of the Member as authorized
               by appropriate administrative actions under this Agreement;

          (B)  The Member's share of profits of the Company, determined pursuant
               to this Agreement, during each fiscal year, whether or not
               distributed; and

          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Company) contributed by the Member; or

          (2)  Decreased by:

          (A)  All distributions, whether of the capital or income, to or for
               the account of the Member (other than payments received by the
               Member in repayment of any loan);

          (B)  The Member's share of losses of the Company determined during
               each fiscal year pursuant to this Agreement; and

                                    -3-



          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Member) distributed by the Company to the Member.

The foregoing provisions are intended to comply with the provisions contained in
Treasury Regulations 1.704-1(b)(2)(iv) under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), and capital accounts shall be
maintained in accordance with these provisions.

                          6. Administrative Provisions

          (a) Managers or Directors. All powers shall be vested in, and the
business and affairs of the Company shall be managed by either a Board of
Managers or a Board of Directors consisting of one or more Managers or Directors
selected by the Members as provided herein. The initial Directors shall be
Bernard Goldstein, John M. Gallaway and Allan B. Solomon, each of whom shall
serve as a Director of the Company until a successor or successors shall have
been duly elected and qualified. At each annual meeting, the Members shall
determine the number of Managers or Directors. The number of Managers or
Directors may be increased by the Members or may be decreased by the Members, or
in the event of any vacancy or vacancies, by the Managers or Directors to
eliminate such vacancies. Any decrease in the number of Managers or Directors by
the Members shall have the effect of terminating the term of office of all
Managers or Directors unless the effect of such decrease is merely to eliminate
a vacancy or vacancies. If such decrease terminating the term of office of all
Managers or Directors is effected at a meeting of Members, the new Managers or
Directors shall be elected at such meeting. Each Manager or Director shall hold
office until the annual meeting held next after his election and until his
successor shall have been elected and qualified, until he shall resign or until
he shall have been removed by the Members, with or without cause, at the
Members' discretion.

          (b) Vacancies. If a vacancy on the Board of Managers or Board of
Directors occurs by reason of death, resignation, removal or otherwise or if a
newly created Managership or Directorship results from an increase in the number
of Managers or Directors, such vacancy may be filled for the unexpired term by a
majority vote of the Managers or Directors then in office or by the sole
remaining Manager or Director, although less than a quorum exists. Each person
so elected shall be a Manager or Director until his successor is elected by the
Members, who may make such election at their next annual meeting or any special
meeting duly called for that purpose.

                                    -4-



          (c) Meetings of Managers or Directors. Regular meetings of the
Managers or Directors shall be held at such time and place as may from time to
time be determined by the Managers or Directors. No notice need be given of any
regular meeting. Special meetings of the Managers or Directors may be held at
such time and place as may be designated in the notice or the waiver of notice
of the meeting. Special meetings of the Managers or Directors may be called by
the Chairman of the Board, the President, by any two (2) Managers or Directors,
or by any one (1) Manager or Director when there are two (2) Managers or
Directors or less then serving. Unless notice shall be waived by all Managers or
Directors, notice of any special meeting (including a statement of the purposes
thereof) shall be given to each Manager at least twenty-four (24) hours in
advance of the meeting if oral or two (2) days in advance of the meeting if by
mail, telegraph or other written communication. Any Manager or Director may vote
at any meeting in person or by proxy. Participation in any meeting of the
Managers or Directors may be in person or by telephone. Attendance at a meeting
by any Manager or Director, without objection in writing by him, shall
constitute his waiver of notice of such meeting. A majority of the total number
of Managers or Directors shall constitute a quorum for the transaction of
business; provided, however, that if any vacancies exist by reason of death,
resignation, removal or otherwise, a majority of the remaining Managers or
Directors shall constitute a quorum for the purpose of filling of such
vacancies.

          (d) Disclosure to Gaming Regulatory Authorities. Each Manager or
Director must agree to provide such background information, including a
financial statement, and consent to such background investigation, as may be
required by gaming regulatory authorities of any state or other jurisdiction in
or subject to which the Company does or proposes to do business, and must agree
to respond to questions from such gaming regulatory authorities. If any Manager
or Director is unwilling or unable to obtain within a reasonable period of time
any necessary approval by gaming regulatory authorities in any such state or
other jurisdiction, then such Manager or Director shall, if so requested by a
majority of the remaining Managers or Directors, resign as a Manager or
Director. If and to the extent required by the gaming regulatory authorities of
any state or other jurisdiction in which the Company does or proposes to do
business, or of any state or jurisdiction whose laws or regulations are
otherwise applicable to the Company, such Manager or Director shall abstain from
participating in any action with respect to operations of the Company in such
state or jurisdiction pending such background check or approval.

          (e) Officers. The Company shall have officers elected by the Managers
or Directors. Appointment of a person as an officer shall not, by virtue of such
appointment alone, make such person a Manager under the LaLLCL. Each of the
officers shall have all such powers, responsibilities and obligations as are
associated by custom or statute with their respective offices under the
Louisiana Business Corporation Law or LaLLCL.

                                      -5-



          (f) Authorizing Actions. Any action to be taken by the Members or the
Managers or Directors under the LaLLCL or this Agreement may be taken (1) at a
meeting of the Members or the Managers or Directors, respectively, held on such
terms and after notice required by this Agreement, or (2) by unanimous written
action of the Members or the Managers or Directors, respectively. No notice need
be given of any action proposed to be taken by written action, or an approval
given by written action, unless specifically required by the LaLLCL or this
Agreement. Copies of all written actions must be kept with the records of the
Company.

          (g) Meetings. Meetings of the Members hereunder will be held upon no
less than seven (7) and no more than forty-five (45) days prior to written
notice delivered in accordance with this Agreement. Any Member may vote at any
meeting in person or by proxy. Participation in any meeting of the Members may
be in person or by telephone. Notice of any meeting may be waived in writing,
either before or after the meeting. The presence of a Member at any meeting
shall constitute a waiver of notice and the form thereof, unless a Member's
presence at such meeting is solely for the purpose of objecting to the form of
notice or the holding of a meeting without proper notice.

          (h) Indemnification. The Company shall, and hereby does, fully
release, indemnify and hold any Member, Manager, Director, officer, employee or
agent of the Company harmless from and against any loss, claim or other
liability the Member, Manager, Director, officer, employee or agent of the
Company may incur at any time as a result of the indemnitee's service to the
Company, to the fullest extent permitted or required by the LaLLCL, as amended
from time to time. The Company may advance expenses incurred by the indemnitee
by appropriate administrative action under this Agreement following the
Company's receipt of the indemnitee's agreement to reimburse the Company for the
advance in the event of a determination that the indemnitee is not entitled to
indemnification by the Company.

          (i) Admission of Additional Members. The Members may admit to the
Company additional Members who will participate in the profits, losses, cash
available for distributions, and ownership of the assets of the Company only by
joint action of the Members.

                               7. Profit or Losses

          The net profits or the net losses (and any separately stated items,
including without limitation, depreciation, amortization and tax credits) of the
Company shall be

                                       -6-



allocated to the Members, pro-rata in accordance with their Membership Interests
in the Company.

                                8. Distributions

          From time to time, the Managers or Directors may authorize the Company
to make distributions to the Members for the purpose of defraying the annual tax
liability caused by the Company's profits. The Company may make other
distributions to the Members if the Members approve such distributions by joint
action. Any distributions shall be made pro-rata to the Members in accordance
with their Membership Interests in the Company.

                                 9. Dissolution

          (a) Events Causing Dissolution. The following events (each a
"Dissolution Event") shall cause a dissolution of the Company:

          (1) The consent of the Members by joint action.

          (2) The withdrawal, expulsion, bankruptcy or dissolution of a Member,
     the sale or redemption of a Member's entire Membership Interest, or the
     occurrence of any other event which terminates the continued membership of
     a Member in the Company pursuant to the LaLLCL.

          (3) The entry of a judicial decree of dissolution under Section 1335
     of the LaLLCL.

          (b) Continuation of the Company. In certain circumstances after a
Dissolution Event, the remaining Members may choose to continue the Company and
the Company shall continue, uninterrupted by the Dissolution Event, as if the
Dissolution Event had not occurred. The remaining Member shall not have this
option after the entry of a judicial decree of dissolution. The remaining Member
may exercise the option only within 90 days after the Dissolution Event and only
if the remaining Member admits at least one additional Member, if the LaLLCL so
requires.

          (c) Winding Up the Company. Upon dissolution, the Members shall wind
up the Company and liquidate its assets and liabilities according to Sections
1336 through 1341 of the LaLLCL. After the Dissolution Event and until
completion of the winding up,

                                      -7-



the Members may continue to conduct the business of the Company pursuant to the
Administrative Provisions of this Agreement. However, the Company shall not
conduct any business that is inimical to the winding up of the Company. The
Members shall at all times retain the maximum limitation of liability with
respect to claims against the Company as is allowed by the LaLLCL. This
limitation of liability shall not be diminished by the fact that Members have
not formally commenced the winding up of the Company after a Dissolution Event.
Any action taken by a Member that has the effect of reducing the limitation of
liability available under the LaLLCL shall have no effect, and shall be null and
void ab initio unless all Members consent to it.

          (d) Gains or Losses in Winding Up. Any gains or losses on disposition
of Company properties in the process of liquidation will be credited or charged
to the Members in the proportion of their Membership Interests. Any property
distributed in kind in the winding up must be valued and treated as though the
property were sold and the cash proceeds were distributed. The difference
between the value of the property distributed in kind and its book value will be
treated as a gain or loss on the sale of the property and credited or charged to
the Members in proportion to their Membership Interests.

                   10. Restrictions on Transfers of Interests

          (a) Transfers Limited. Except as expressly permitted herein, Members
shall not sell, assign, transfer, mortgage, charge or otherwise encumber, or
suffer any third party to sell, assign, transfer, mortgage, charge or otherwise
encumber, or contract to do or permit any of the foregoing, whether voluntarily
or by operation of law (herein sometimes collectively called a "transfer"), any
part or all of their Membership Interests.

          (b) Permitted Transfers. Notwithstanding the limitation on transfers
stated in this Agreement, a Member may from time to time transfer all or any
portion of the Member's Membership Interest, if the transfer (1) would not
result in a "termination" under Section 708 of the Internal Revenue Code, (2)
would not leave the Company with fewer than two Members, if the LaLLCL so
requires, and (3) is to any of the following (collectively, "Permitted
Transferees"):

          (A)  A transferee approved by the other Member(s),

          (B)  One or more of the affiliates of a Member (controlled by or under
               common control with the Member) at the time of the transfer, or

                                       -8-



          (C)  Any other legal entity in which all of the interests are, and
               will continue to be, owned by the Member or one or more such
               affiliates.

The approval of a transferee in any one or more instances shall not limit or
waive the need for such approval in any other or subsequent instances.

          (c) Transferee. If a transfer occurs by operation of law or contrary
to this Agreement's prohibition on certain transfers, and the transferee is not
a Permitted Transferee, the transferee shall not have any right to participate
in the management of the business and affairs of the Company or become a Member.
For purposes of voting, the Membership Interest of the transferring Member shall
not be counted in determining whether votes of the Members constitute joint
actions. A transferee shall only be entitled to receive the share of profits or
other compensation by way of income and the return of contributions to which the
transferring Member would otherwise be entitled. Additionally, the transfer
shall not relieve a transferring Member of any liability hereunder.

          (d) Substituted Member. A substituted Member is a person who has been
admitted to all the rights of a Member who has transferred or assigned its
Membership Interests in the Company as provided for herein. The substituted
Member has all the rights and powers and is subject to all the restrictions and
liabilities of his assignor.

          (e) Additional Limitations. As a condition to the effectiveness of a
transfer to a Permitted Transferee, the Permitted Transferee shall execute a
ratification of this Agreement and shall deliver it to the other Members. The
other Members may also impose other conditions of transfer and require the
execution and delivery of other agreements as they reasonably determine to be
necessary to avoid the violation of any federal and state law with respect to
the transfer and to evidence the transferee's agreement to be bound by this
Agreement.

          (f) Applicability. The foregoing provisions contained in this Section
10 shall only apply if the Company has two or more Members.

                             11. General Provisions

          (a) Choice of Law. The validity of this Agreement is to be determined
under, and the provisions of this Agreement are to be construed in accordance
with, the laws of the State of Louisiana.

                                      -9-



          (b) Binding Effect. This Agreement is to be binding upon, and inure to
the benefit of the successors and permitted assigns of the Members.

          (c) Gender and Plurality. Wherever applicable, the pronouns
designating the masculine or neuter will equally apply to the feminine, neuter
or masculine genders. Furthermore, wherever applicable within this Agreement,
the singular will include the plural and vice versa. The term "person" when used
herein shall include a natural person and all forms of entities, including,
without limitation, a corporation, trust, association, partnership, limited
partnership, partnership in commendam, limited liability company or limited
liability partnership.

          (d) Notices. All notices, demands, and other writings required herein,
or delivered in connection herewith, may be either delivered in person or by
private courier (which shall be effective upon delivery), by facsimile or
similar communication (which shall be effective upon confirmation of delivery on
the sender's facsimile machine or other communication device), or by prepaid
registered or certified mail (which shall be effective five business days after
being so mailed) to the address for notice set forth as follows:

              Isle of Capri Casinos, Inc.
              1641 Popps Ferry Road, Suite B 1
              Biloxi, Mississippi 39532

These address shall continue to constitute the appropriate ones for notices
under this Agreement until the receiving Member notifies each other Member in
writing of a change.

          (e) Captions. Article, section and paragraph captions and head notes
are for reference purposes only and will not be considered to affect context.

          (f) Severability. If any part of this Agreement is found by a court of
competent jurisdiction to be void, against public policy or otherwise
unenforceable, the part shall be reformed by the court to the extent necessary
to make such provision enforceable. If the entire provision is deemed
unenforceable by the court, the provision shall be deleted. In either event,
this Agreement and each of the remaining provisions of it, as so amended, shall
remain in full force and effect.

          (g) Integration. Both this Agreement and the Articles embody the
entire agreement and understanding among the Members and supersede all prior
agreements and understandings, if any, among and between Members relating to the
subject matter hereof.

                                      -10-



          (h) Counterparts. This Agreement maybe executed in several
counterparts and that all counterparts so executed are to constitute one
agreement binding all Members, notwithstanding the fact that all Members are not
signatories to the original or to the same counterpart. Any party hereto may
execute this Agreement by facsimile signature or similar form of communication,
and such signature shall be legal and valid for all purposes. Each party so
executing this Agreement shall promptly sign an original hereof and deliver the
originally signed document to the other Member.

          THUS DONE AND PASSED, on the date stated below, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the parish
or county and the state of the Notary's jurisdiction as stated below, by the
personal appearance of (l) Isle of Capri Casinos, Inc., as Member, and (2) LRGP
Holdings, L.L.C., appearing through its undersigned Member, who acknowledged and
declared under oath, in the presence of the two undersigned witnesses, that each
of the Member and the Company, respectively, signed this Agreement as its free
act and deed for the purposes stated herein.

                               ISLE OF CAPRI CASINOS, INC.
                                      AND
                               LRGP HOLDINGS, L.L.C.

                               By: Isle of Capri Casinos, Inc., its sole member


/s/ Illegible                  /s/ Allan B. Solomon
- -------------------------      -------------------------------------------------
 Witness                       Name: Allan B. Solomon
                               Title: Executive Vice President


/s/ Illegible
- -------------------------
Witness                        Date: April 20, 2000


                               /s/ ROSE L. HAYES
                      --------------------------------
                             NOTARY PUBLIC

Notary's jurisdiction: Florida   -----------------------------------------------
Term expires: 12/1/01                                 ROSE L. HAYES
                                 [LOGO]         MY COMMISSION # CC 687449
                                                EXPIRES: December 1, 2001
                                         Bonded Thru Notary Public Underwritters
                                 -----------------------------------------------


                                      -11-



                      EXHIBIT A TO OPERATING AGREEMENT OF
                             LRGP HOLDINGS, L.L.C.

                 Initial Membership Interests and Contributions

 Member                          Percentage       Contribution

ISLE OF CAPRI CASINOS, INC.         100            $1,000.00

                                      -12-

EX-3.26

                                                                    Exhibit 3.26

                           ARTICLES OF ORGANIZATION OF
                              IOC HOLDINGS, L.L.C.

          BE IT KNOWN, that on the date stated below, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the jurisdiction named
below, personally came and appeared JAMES A. STUCKEY (the "Organizer") as
organizer of IOC HOLDINGS, L.L.C. (the "Company") and adopts the following
Articles of Organization of the Company pursuant to Title 12, Chapter 22 of the
Louisiana Revised Statutes, the Louisiana Limited Liability Company law (the
"LaLLCL").

          1. Name. The name of the Company is IOC HOLDINGS, L.L.C.

          2. Purpose. The purpose of the Company is to engage in any lawful
activity.

          3. Management. The business of the Company shall be managed by or
under the authority of its member(s) or by one or more managers or directors
elected by its member(s)(who may but need not be a member(s)), as provided in
the operating agreement of the Company. The rights and duties, including any
restrictions thereof, of a member(s), if management is reserved to a member(s),
or the managers or directors, if management is vested in managers or directors,
shall be specified in the operating agreement.

          4. Limitation of Liability. The member(s), managers or directors of
the Company shall not be personally liable for any monetary damages or breach of
any duty, as and to the extent provided in Section 1315 of the LaLLCL. If the
LaLLCL is amended to authorize any further elimination or limitation of the
personal liability of member(s), managers or directors, then the liability of
the member(s) managers or directors of the Company shall be eliminated or
limited to the fullest extent permitted by the LaLLCL, as so amended. Any repeal
or modification of this Article by the member(s) of the Company shall not
adversely affect any right or protection of a member, manager or director of the
Company under this Article with respect to any act or omission occurring prior
to the time of such repeal or modification.

          5. Certificates of Authority. In accordance with Section 12:1305(C)(5)
of the LaLLCL, each of the members, the directors, the Secretary and the
Assistant Secretary is authorized to execute any certificate confirming the
membership of any member (including that of the certifying member), the
authenticity of any records of the Company or the identity of any member,
director, manager, person or entity authorized to take action on behalf of the
Company. Any person dealing with the Company may rely conclusively on any
certificate executed by a member, director, the Secretary or the Assistant
Secretary and shall not have any obligation to investigate or verify the
statements in the certificate or the member's, director's, the Secretary's or
the Assistant Secretary's authority to execute the certificate. This conclusive
right to rely applies even in the case of actions listed in Section 1318(B) of
the LaLLCL.



          6. Indemnification. The Company shall have the power to provide in its
operating agreement for indemnification of its member(s), managers, directors,
employees and agents to the fullest extent permitted or required by Section 83
of the Louisiana Business Corporation Law, La. R.S. 12:83, as amended from time
to time, and it shall be assumed that an indemnitee shall be governed by such
law to the same extent as an officer or director of a Louisiana business
corporation. No amendment to the operating agreement limiting the right to
indemnification shall affect the entitlement of any person to indemnification
whose claim thereto results from conduct occurring prior to the date of such
amendment.

          7. Organizer. The name and post office address of the Organizer is:

                    James A. Stuckey
                    Phelps Dunbar, L.L.P.
                    Canal Place, Suite 2000
                    365 Canal Street
                    New Orleans, Louisiana 70130-6534

          THUS DONE AND PASSED, on this 23rd day of October, 2000, before me,
the undersigned Notary Public, duly commissioned and qualified in and for
Orleans Parish, Louisiana, by the personal appearance of James A. Stuckey as
Organizer, who acknowledged and declared under oath, in the presence of the two
undersigned witnesses, that he signed these Articles of Organization as his free
act and deed for the purposes stated herein.


/s/ Illegible                                    /s/ James A. Stuckey
- --------------------                             -------------------------------
Witness                                          James A. Stuckey,
                                                 Organizer


/s/ Illegible
- --------------------
Witness


                                /s/ DAWN M. RAWLS
                              --------------------
                                  NOTARY PUBLIC

                                  DAWN M. RAWLS
                                  NOTARY PUBLIC
                               State of Louisiana
                        My Commission Is Issued For Life



             INITIAL REPORT BY DOMESTIC LIMITED LIABILITY COMPANY OF
                              IOC HOLDINGS, L.L.C.

To:  The Secretary of State of Louisiana
     Baton Rouge, Louisiana

          1. Initial Report Information. IOC HOLDINGS, L.L.C. (the "Company")
hereby makes its initial report of the following information in compliance with
Sections 1304 and 1305(E) of Title 12, Chapter 22 of the Louisiana Revised
Statutes, the Louisiana Limited Liability Company Law (the "LaLLCL"):

          (a) The municipal address (or location) of the Company's Registered
Office is:

              IOC HOLDINGS, L.L.C.
              c/o Brian D. Wallace
              Phelps Dunbar, L.L.P.
              Canal Place, Suite 2000
              365 Canal Street
              New Orleans, Louisiana 70130-6534

          (b) The name and municipal address (or location) of the Company's
Registered Agent is:

              Brian D. Wallace
              Canal Place, Suite 2000
              365 Canal Street
              New Orleans, Louisiana 70130-6534

          (c) The name and municipal address (or location) of the Company's
initial member:

              Isle of Capri Casinos, Inc.
              1641 Popps Ferry Road, Suite B1
              Biloxi, Mississippi 39532

          (d) The name and municipal address (or location) of the Company's
initial directors in whom managerial authority of the Company is vested is:

              Bernard Goldstein
              1641 Popps Ferry Road, Suite B1
              Biloxi, Mississippi 39532

              John M. Gallaway
              1641 Popps Ferry Road, Suite B1
              Biloxi, Mississippi 39532



              Allan B. Solomon
              1641 Popps Ferry Road, Suite B1
              Biloxi, Mississippi 39532

     Executed, sworn to and subscribed in Orleans Parish, Louisiana, on this
23rd day of October, 2000, before the undersigned Notary Public.


                                                        /s/ James A. Stuckey
                                                        ------------------------
                                                        James A. Stuckey,
                                                        Organizer


                                /s/ DAWN M. RAWLS
                              ---------------------
                                  NOTARY PUBLIC

                                  DAWN M. RAWLS
                                  NOTARY PUBLIC
                               State of Louisiana
                        My Commission is issued For Life

          Acceptance by Registered Agent. In compliance with the LaLLCL, the
Registered Agent hereby acknowledges and accepts the appointment as Registered
Agent for and on behalf of the Company.

     Executed, sworn to and subscribed in Orleans Parish, Louisiana, on this
23rd day of October, 2000, before the undersigned Notary Public.


                                                        /s/ Brian D. Wallace
                                                        ------------------------
                                                        Brian D.Wallace,
                                                        Registered Agent


                                /s/ DAWN M. RAWLS
                             -----------------------
                                  NOTARY PUBLIC

                                  DAWN M. RAWLS
                                  NOTARY PUBLIC
                               State of Louisiana
                        My Commission is issued For Life

EX-3.27

                                                                    Exhibit 3.27

                             OPERATING AGREEMENT OF
                              IOC HOLDINGS, L.L.C.

          THIS OPERATING AGREEMENT (this "Agreement"), effective as of the 30
day of January, 2001, is entered into by and among IOC HOLDINGS, L.L.C., a
Louisiana limited liability company (the "Company"), and Isle of Capri Casinos,
Inc., a Delaware corporation, the Company's sole member on the date hereof (Isle
of Capri Casinos, Inc., together with those individuals and entities admitted as
members from time to time subsequent to the date hereof in accordance with the
terms herein, shall collectively be referred to herein as "Members"). The
Company and the Members hereby recite and agree as follows:

                                  1. Formation

          The Company and the Members hereby establish the terms of the
operation of the Company, a Louisiana limited liability company, pursuant to
Title 12, Chapter 22 of the Louisiana Revised Statutes, the Louisiana Limited
Liability Company law (the "LaLLCL"). They unconditionally ratify, confirm and
adopt the Articles of Organization (the "Articles") and the Initial Report of
the Company executed on October 20, 1999 by James A. Stuckey, as organizer (the
"Organizer"), in full.

                         2. Principal Place of Business

          The registered office in Louisiana is located at One Canal Place,
Suite 2000, 365 Canal Street, New Orleans, Louisiana 70130-6534 and the
principal business office of the Company (the "Principal Business Office") shall
be located at 711 Washington Loop, Biloxi, Mississippi 39530, or at such other
location as may be designated by the Members from time to time.

                             3. Release of Organizer

          With their adoption of the Articles and the Initial Report, the
Members hereby unconditionally ratify, confirm and adopt all actions of the
Organizer to date. They further relieve the Organizer of any further duties or
obligations to the Company as of the date of this Agreement and agree that the
Company shall, and hereby does, fully release, indemnify and hold the Organizer
harmless from and against any loss, claim or other liability the Organizer may
incur at any time as a result of the Organizer's service to the Company.

                    4. Accounting and Reports for the Company

          (a) Records and Accounting. The books and records of the Company shall
be kept, and the financial position and the results of its operations recorded,
in accordance with the accounting methods selected by the Managers or Directors
from time to time, and if not so selected, the books and records shall be
maintained in accordance with generally accepted accounting principles
consistently applied. The books and records of the Company shall reflect all the



Company's transactions and shall be appropriate and adequate for the Company's
business. The accounting year of the Company for financial reporting and for
federal income tax purposes shall be consistent with that of the Members.

          (b) Access to Accounting Records. All books, records, files,
securities and other documents or information maintained by the Company shall be
maintained at the Principal Business Office or at any other office of the
Company agreed to by the Managers or Directors, and each Member, as well as its
duly authorized representative, shall have access to all books and records at
the offices of the Company and the right to inspect and copy them at reasonable
times and upon reasonable notice. Notwithstanding the foregoing, each Member
shall have the inspection rights granted by, and the Company shall maintain at
its registered office the records listed in, Section 1319 of the LaLLCL.

          (c) Outside Consultants. The Company may obtain the services of
outside accountants, attorneys and other consultants.

          (d) Reports. The Company shall use its best efforts to send the
following information to each person who was a Member at any time during the
year then ended:

          (1) Such tax information regarding all items attributable to the
     Company as shall be necessary for inclusion in federal income tax returns
     by the Members.

          (2) The balance sheet of the Company as of the end of such year and
     statements of operations and changes in Members' capital contributions,
     prepared in accordance with the accounting method selected. The information
     shall also set forth distributions to the Members for the period covered
     thereby and the amount of any distributions released from reserves
     established in prior periods.

                  5. Membership Interests and Capital Accounts

          (a) Membership Interests and Organization. Exhibit A to this Agreement
states (1) the relative interests of each Member (the "Membership Interests") in
the Company, and (2) the initial contribution of cash or property of each
Member.

          (b) Certificates for Membership Interests. The Membership Interests
shall not be represented by any certificate of membership or other evidence of
membership other than the Articles and this Agreement.

          (c) Addition to or Withdrawal of Capital Contributions. Additional
capital may be contributed to the Company, or capital may be withdrawn, but only
as authorized by appropriate administrative actions under this Agreement.

                                      -2-



          (d) Capital Accounts. The capital accounts of the Members shall
initially be set as determined by the accountants for the Company or by written
unanimous consent of the Members, and a Member's capital account shall, from
time to time, be:

          (1)  Increased by:

          (A)  Any additional capital contributions of the Member as authorized
               by appropriate administrative actions under this Agreement;

          (B)  The Member's share of profits of the Company, determined pursuant
               to this Agreement, during each fiscal year, whether or not
               distributed; and

          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Company) contributed by the Member; or

          (2)  Decreased by:

          (A)  All distributions, whether of the capital or income, to or for
               the account of the Member (other than payments received by the
               Member in repayment of any loan);

          (B)  The Member's share of losses of the Company determined during
               each fiscal year pursuant to this Agreement; and

          (C)  The agreed fair market value of any property (less liabilities
               assumed by the Member) distributed by the Company to the Member.

The foregoing provisions are intended to comply with the provisions contained in
Treasury Regulations 1.704-1(b)(2)(iv) under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"), and capital accounts shall be
maintained in accordance with these provisions.

                          6. Administrative Provisions

          (a) Managers or Directors. All powers shall be vested in, and the
business and affairs of the Company shall be managed by either a Board of
Managers or a Board of Directors consisting of one or more Managers or Directors
selected by the Members as provided herein. The initial Manager shall be Gregory
D. Guida, who shall serve as the Manager of the Company until a successor or
successors shall have been duly elected and qualified. At each annual meeting,
the Members shall determine the number of Managers or Directors. The number of
Managers or Directors may be increased by the Members or may be decreased by the
Members, or in the event of any vacancy or vacancies, by the Managers or
Directors to eliminate such vacancies. Any decrease in the number of Managers or
Directors by the Members shall have the effect of terminating

                                      -3-



the term of office of all Managers or Directors unless the effect of such
decrease is merely to eliminate a vacancy or vacancies. If such decrease
terminating the term of office of all Managers or Directors is effected at a
meeting of Members, the new Managers or Directors shall be elected at such
meeting. Each Manager or Director shall hold office until the annual meeting
held next after his election and until his successor shall have been elected and
qualified, until he shall resign or until he shall have been removed by the
Members, with or without cause, at the Members' discretion.

          (b) Vacancies. If a vacancy on the Board of Managers or Board of
Directors occurs by reason of death, resignation, removal or otherwise or if a
newly created Managership or Directorship results from an increase in the number
of Managers or Directors, such vacancy may be filled for the unexpired term by a
majority vote of the Managers or Directors then in office or by the sole
remaining Manager or Director, although less than a quorum exists. Each person
so elected shall be a Manager or Director until his successor is elected by the
Members, who may make such election at their next annual meeting or any special
meeting duly called for that purpose.

          (c) Meetings of Managers or Directors. Regular meetings of the
Managers or Directors shall be held at such time and place as may from time to
time be determined by the Managers or Directors. No notice need be given of any
regular meeting. Special meetings of the Managers or Directors may be held at
such time and place as may be designated in the notice or the waiver of notice
of the meeting. Special meetings of the Managers or Directors may be called by
the Chairman of the Board, the President, by any two (2) Managers or Directors,
or by any one (1) Manager or Director when there are two (2) Managers or
Directors or less then serving. Unless notice shall be waived by all Managers or
Directors, notice of any special meeting (including a statement of the purposes
thereof) shall be given to each Manager at least twenty-four (24) hours in
advance of the meeting if oral or two (2) days in advance of the meeting if by
mail, telegraph or other written communication. Any Manager or Director may vote
at any meeting in person or by proxy. Participation in any meeting of the
Managers or Directors may be in person or by telephone. Attendance at a meeting
by any Manager or Director, without objection in writing by him, shall
constitute his waiver of notice of such meeting. A majority of the total number
of Managers or Directors shall constitute a quorum for the transaction of
business; provided, however, that if any vacancies exist by reason of death,
resignation, removal or otherwise, a majority of the remaining Managers or
Directors shall constitute a quorum for the purpose of filling of such
vacancies.

          (d) Disclosure to Gaming Regulatory Authorities. Each Manager or
Director must agree to provide such background information, including a
financial statement, and consent to such background investigation, as may be
required by gaming regulatory authorities of any state or other jurisdiction in
or subject to which the Company does or proposes to do business, and must agree
to respond to questions from such gaming regulatory authorities. If any Manager
or Director is unwilling or unable to obtain within a reasonable period of time
any necessary approval by gaming regulatory authorities in any such state or
other jurisdiction, then such Manager or Director shall, if so requested by a
majority of the remaining Managers or Directors, resign as a Manager or
Director. If and to the extent required by the gaming regulatory authorities of
any state or other jurisdiction in which the Company does or proposes to do
business, or of any state or jurisdiction whose laws

                                      -4-



or regulations are otherwise applicable to the Company, such Manager or Director
shall abstain from participating in any action with respect to operations of the
Company in such state or jurisdiction pending such background check or approval.

          (e) Officers. The Company shall have officers elected by the Managers
or Directors. Appointment of a person as an officer shall not, by virtue of such
appointment alone, make such person a Manager under the LaLLCL. Each of the
officers shall have all such powers, responsibilities and obligations as are
associated by custom or statute with their respective offices under the
Louisiana Business Corporation Law or LaLLCL.

          (f) Authorizing Actions. Any action to be taken by the Members or the
Managers or Directors under the LaLLCL or this Agreement may be taken (1) at a
meeting of the Members or the Managers or Directors, respectively, held on such
terms and after notice required by this Agreement, or (2) by unanimous written
action of the Members or the Managers or Directors, respectively. No notice need
be given of any action proposed to be taken by written action, or an approval
given by written action, unless specifically required by the LaLLCL or this
Agreement. Copies of all written actions must be kept with the records of the
Company.

          (g) Meetings. Meetings of the Members hereunder will be held upon no
less than seven (7) and no more than forty-five(45) days prior to written notice
delivered in accordance with this Agreement. Any Member may vote at any meeting
in person or by proxy. Participation in any meeting of the Members may be in
person or by telephone. Notice of any meeting may be waived in writing, either
before or after the meeting. The presence of a Member at any meeting shall
constitute a waiver of notice and the form thereof, unless a Member's presence
at such meeting is solely for the purpose of objecting to the form of notice or
the holding of a meeting without proper notice.

          (h) Indemnification. The Company shall, and hereby does, fully
release, indemnify and hold any Member, Manager, Director, officer, employee or
agent of the Company harmless from and against any loss, claim or other
liability the Member, Manager, Director, officer, employee or agent of the
Company may incur at any time as a result of the indemnitee's service to the
Company, to the fullest extent permitted or required by Section 83 of the
Louisiana Business Corporation Law, La. R.S. 12:83, as amended from time to
time, and it shall be assumed that the indemnitee shall be governed by such law
to the same extent as an officer or director of a Louisiana business
corporation. The Company may advance expenses incurred by the indemnitee by
appropriate administrative action under this Agreement following the Company's
receipt of the indemnitee's agreement to reimburse the Company for the advance
in the event of a determination that the indemnitee is not entitled to
indemnification by the Company.

          (i) Admission of Additional Members. The Members may admit to the
Company additional Members who will participate in the profits, losses, cash
available for distributions, and ownership of the assets of the Company only by
joint action of the Members.

                                      -5-



                               7. Profit or Losses

          The net profits or the net losses(and any separately stated items,
including without limitation, depreciation, amortization and tax credits) of the
Company shall be allocated to the Members, pro-rata in accordance with their
Membership Interests in the Company.

                                8. Distributions

          From time to time, the Managers or Directors may authorize the Company
to make distributions to the Members for the purpose of defraying the annual tax
liability caused by the Company's profits. The Company may make other
distributions to the Members if the Members approve such distributions by joint
action. Any distributions shall be made pro-rata to the Members in accordance
with their Membership Interests in the Company.

                                 9. Dissolution

          (a) Events Causing Dissolution. The following events (each a
"Dissolution Event") shall cause a dissolution of the Company:

          (1) The consent of the Members by joint action.

          (2) The withdrawal, expulsion, bankruptcy or dissolution of a Member,
     the sale or redemption of a Member's entire Membership Interest, or the
     occurrence of any other event which terminates the continued membership of
     a Member in the Company pursuant to the LaLLCL.

          (3) The entry of a judicial decree of dissolution under Section 1335
     of the LaLLCL.

          (b) Continuation of the Company. In certain circumstances after a
Dissolution Event, the remaining Members may choose to continue the Company and
the Company shall continue, uninterrupted by the Dissolution Event, as if the
Dissolution Event had not occurred. The remaining Member shall not have this
option after the entry of a judicial decree of dissolution. The remaining Member
may exercise the option only within 90 days after the Dissolution Event and only
if the remaining Member admits at least one additional Member, if the LaLLCL so
requires.

          (c) Winding Up the Company. Upon dissolution, the Members shall wind
up the Company and liquidate its assets and liabilities according to Sections
1336 through 1341 of the LaLLCL. After the Dissolution Event and until
completion of the winding up, the Members may continue to conduct the business
of the Company pursuant to the Administrative Provisions of this Agreement.
However, the Company shall not conduct any business that is inimical to the
winding up of the Company. The Members shall at all times retain the maximum
limitation of liability with respect to claims against the Company as is allowed
by the LaLLCL. This limitation of liability shall

                                       -6-



not be diminished by the fact that Members have not formally commenced the
winding up of the Company after a Dissolution Event. Any action taken by a
Member that has the effect of reducing the limitation of liability available
under the LaLLCL shall have no effect, and shall be null and void ab initio
unless all Members consent to it.

          (d) Gains or Losses in Winding Up. Any gains or losses on disposition
of Company properties in the process of liquidation will be credited or charged
to the Members in the proportion of their Membership Interests. Any property
distributed in kind in the winding up must be valued and treated as though the
property were sold and the cash proceeds were distributed. The difference
between the value of the property distributed in kind and its book value will be
treated as a gain or loss on the sale of the property and credited or charged to
the Members in proportion to their Membership Interests.

                   10. Restrictions on Transfers of Interests

          (a) Transfers Limited. Except as expressly permitted herein, Members
shall not sell, assign, transfer, mortgage, charge or otherwise encumber, or
suffer any third party to sell, assign, transfer, mortgage, charge or otherwise
encumber, or contract to do or permit any of the foregoing, whether voluntarily
or by operation of law (herein sometimes collectively called a "transfer"), any
part or all of their Membership Interests.

          (b) Permitted Transfers. Notwithstanding the limitation on transfers
stated in this Agreement, a Member may from time to time transfer all or any
portion of the Member's Membership Interest, if the transfer (1) would not
result in a "termination" under Section 708 of the Internal Revenue Code, (2)
would not leave the Company with fewer than two Members, if the LaLLCL so
requires, and (3) is to any of the following (collectively, "Permitted
Transferees"):

          (A)  A transferee approved by the other Member,

          (B)  One or more of the affiliates of a Member (controlled by or under
               common control with the Member) at the time of the transfer, or

          (C)  Any other legal entity in which all of the interests are, and
               will continue to be, owned by the Member or one or more such
               affiliates.

The approval of a transferee in any one or more instances shall not limit or
waive the need for such approval in any other or subsequent instances.

          (c) Transferee. If a transfer occurs by operation of law or contrary
to this Agreement's prohibition on certain transfers, and the transferee is not
a Permitted Transferee, the transferee shall not have any right to participate
in the management of the business and affairs of the

                                       -7-



Company or become a Member. For purposes of voting, the Membership Interest of
the transferring Member shall not be counted in determining whether votes of the
Members constitute joint actions. A transferee shall only be entitled to receive
the share of profits or other compensation by way of income and the return of
contributions to which the transferring Member would otherwise be entitled.
Additionally, the transfer shall not relieve a transferring Member of any
liability hereunder.

          (d) Substituted Member. A substituted Member is a person who has been
admitted to all the rights of a Member who has transferred or assigned its
Membership Interests in the Company as provided for herein. The substituted
Member has all the rights and powers and is subject to all the restrictions and
liabilities of his assignor.

          (e) Additional Limitations. As a condition to the effectiveness of a
transfer to a Permitted Transferee, the Permitted Transferee shall execute a
ratification of this Agreement and shall deliver it to the other Members. The
other Members may also impose other conditions of transfer and require the
execution and delivery of other agreements as they reasonably determine to be
necessary to avoid the violation of any federal and state law with respect to
the transfer and to evidence the transferee's agreement to be bound by this
Agreement.

          (f) Applicability. The foregoing provisions contained in this Section
10 shall only apply if the Company has two or more Members.

                             11. General Provisions

          (a) Choice of Law. The validity of this Agreement is to be determined
under, and the provisions of this Agreement are to be construed in accordance
with, the laws of the State of Louisiana.

          (b) Binding Effect. This Agreement is to be binding upon, and inure to
the benefit of the successors and permitted assigns of the Members.

          (c) Gender and Plurality. Wherever applicable, the pronouns
designating the masculine or neuter will equally apply to the feminine, neuter
or masculine genders. Furthermore, wherever applicable within this Agreement,
the singular will include the plural and vice versa. The term "person" when used
herein shall include a natural person and all forms of entities, including,
without limitation, a corporation, trust, association, partnership, limited
partnership, partnership in commendam, limited liability company or limited
liability partnership.

          (d) Notices. All notices, demands, and other writings required herein,
or delivered in connection herewith, maybe either delivered in person or by
private courier (which shall be effective upon delivery), by facsimile or
similar communication (which shall be effective upon confirmation of delivery on
the sender's facsimile machine or other

                                       -8-



communication device), or by prepaid registered or certified mail (which shall
be effective five business days after being so mailed) to the address for notice
set forth as follows:

      Isle of Capri Casinos, Inc.         IOC Holdings, L.L.C.
      711 Washington Loop                 1641 Popps Ferry Road, Suite B1
      Biloxi, Mississippi 39530           Biloxi, Mississippi 39532
      Attention: Mr. Gregory D. Guida     Attention: Mr. Gregory D. Guida
      Facsimile No.: (228) 396-2634       Facsimile No.: (228) 396-2634

This address shall continue to constitute the appropriate address for notices
under this Agreement until the receiving Member notifies each other Member in
writing of a change.

          (e) Captions. Article, section and paragraph captions and head notes
are for reference purposes only and will not be considered to affect context.

          (f) Severability. If any part of this Agreement is found by a court of
competent jurisdiction to be void, against public policy or otherwise
unenforceable, the part shall be reformed by the court to the extent necessary
to make such provision enforceable. If the entire provision is deemed
unenforceable by the court, the provision shall be deleted. In either event,
this Agreement and each of the remaining provisions of it, as so amended, shall
remain in full force and effect.

          (g) Integration. Both this Agreement and the Articles embody the
entire agreement and understanding among the Members and supersede all prior
agreements and understandings, if any, among and between Members relating to the
subject matter hereof.

          (h) Counterparts. This Agreement may be executed in several
counterparts and that all counterparts so executed are to constitute one
agreement binding all Members, notwithstanding the fact that all Members are not
signatories to the original or to the same counterpart. Any party hereto may
execute this Agreement by facsimile signature or similar form of communication,
and such signature shall be legal and valid for all purposes. Each party so
executing this Agreement shall promptly sign an original hereof and deliver the
originally signed document to the other Member.

                [remainder of this page intentionally left blank]

                                      -9-



          THUS DONE AND PASSED, on the date stated below, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the parish
or county and the state of the Notary's jurisdiction as stated below, by the
personal appearance of IOC HOLDINGS, L.L.C., appearing through its undersigned
Manager, who acknowledged and declared under oath, in the presence of the two
undersigned witnesses, that the, Company signed this Agreement as the Company's
free act and deed for the purposes stated herein.

                                        IOC HOLDINGS, L.L.C.


/s/ Illegible                           By: /s/ Allan B. Solomon
- ------------------------------------        ------------------------------------
Witness                                 Name: Allan B. Solomon
                                        Title: Executive Vice President


/s/ Illegible
- ------------------------------------    ----------------------------------------
Witness

                                        Date 1/30/01


                               /s/ ROSE L. HAYES
                               -------------------
                                  NOTARY PUBLIC

                                           
Notary's jurisdiction: State of Florida       ------------------------------------------------
                       County of Palm Beach                        ROSE L. HAYES
                                              [LOGO]         MY COMMISSION # CC 587448
                                                             EXPIRES: December 1, 2001
Term expires: 12/1/01                                 Bonded Thru Notary Public Underwriters
                                              ------------------------------------------------



                                      -10-



          THUS DONE AND PASSED, on the date stated below, before me, the
undersigned Notary Public, duly commissioned and qualified in and for the parish
or county and the state of the Notary's jurisdiction as stated below, by the
personal appearance of Is1e of Capri Casinos, Inc., as Member, appearing through
its undersigned officer, who acknowledged and declared under oath, in the
presence of the two undersigned witnesses, that the Member signed this Agreement
as the Member's free act and deed for the purposes stated herein.

                                        ISLE OF CAPRI CASINOS, INC.


/s/ Illegible                           By: /s/ Allan B. Solomon
- ------------------------------------        ------------------------------------
Witness                                 Name: Allan B. Solomon
                                        Title: Executive Vice President


/s/ Illegible
- ------------------------------------    ----------------------------------------
Witness

                                        Date 1/30/01


                                  /s/ Illegible
                                  -------------
                                  NOTARY PUBLIC

                                           
Notary's jurisdiction: State of Florida       ------------------------------------------------
                       County of Palm Bench                        ROSE L. HAYES
                                              [LOGO]         MY COMMISSION # CC 587449
                                                             EXPIRES: December 1, 2001
Term expires: 12/1/01                                 Bonded Thru Notary Public Underwritters
                                              ------------------------------------------------



                                      -11-



                                    EXHIBIT A
                           TO THE OPERATING AGREEMENT
                                       OF
                              IOC HOLDINGS, L.L.C.

                 Initial Membership Interests and Contributions

                                     Initial
                                   Membership
       Member Name                  Interest         Contribution

ISLE OF CAPRI CASINOS, INC.            100%             $1,000

                                      -12-

EX-3.28

                           ARTICLES OF INCORPORATION
                            (Attach conformed copy.)

                                                                    Exhibit 3.28

                       [X] PROFIT          [ ] NONPROFIT
                            (Mark Appropriate Box)

The undersigned persons, pursuant to Section 79-4-2.02 (if a profit corporation)
or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of
1972, hereby execute the following document and set forth:

1.   The name of the corporation is LADY LUCK MISSISSIPPI, INC.


2.   Domicile address is       401 East Capitol Street
                         ----------------------------------
                                     STREET

                             Jackson, Mississippi 39201
- --------------------------------------------------------------------------------
                                CITY/STATE/COUNTRY/ZIP

3.   FOR NON-PROFITS ONLY: The period of duration is              years or
                                                     ------------
                 perpetual.
     -----------

4.   (a) The number (and classes, if any) of shares the corporation is
     authorized to issue is (are) as follows (THIS IS FOR PROFIT ONLY):

                     Class(es)         No. of Shares Authorized
                     ---------         ------------------------
                        1                        1,000
             -----------------------   ------------------------

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

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

4.   (b) If more than one (1) class of shares is authorized, the preferences,
     limitations, and relative rights of each class are as follows:

          N/A

5.   The street address of its initial registered office is

          401 East Capitol Street, Suite 410, Heritage Building
- --------------------------------------------------------------------------------
                                     STREET
          Jackson, Mississippi 39201
- --------------------------------------------------------------------------------
                                 CITY/STATE/ZIP

     and the name of its initial registered agent at such address is

          John L. Maxey II

6.   The name and complete address of each incorporator is as follows (PLEASE
     TYPE OR PRINT):

          Lela Ann Holder, 116 Hampton Court, Jackson, Mississippi 39212
- --------------------------------------------------------------------------------
                       NAME/STREET ADDRESS/CITY/STATE/ZIP

7.   Other provisions:
                    ------------------------------------------------------------

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

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


                                            /s/ Lela Ann Holder
                                            ------------------------------------

                                            ------------------------------------
                                                  INCORPORATORS(SIGNATURES)



                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                              Articles of Amendment

          The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
          corporation) or Section 79-11-305 (if a nonprofit corporation) of the
          Mississippi Code of 1972, hereby execute the following document and
          set forth:

     1. Type of Corporation

...    [X] Profit        [ ] Nonprofit

     2. Name of Corporation
     -------------------------------------------------
...    Lady Luck Mississippi, Inc.
     -------------------------------------------------

     3. The future effective date is   ---------------
        (Complete if applicable)        June 23, 2000
                                       ---------------

     4. Set forth the text of each amendment adopted.

     5. If an amendment for a business corporation provides for an exchange,
     reclassification, or cancellation of issued shares, set forth the
     provisions for implementing the amendment if they are not contained in the
     amendment itself. (Attach page)

     6. The amendment(s) was (were) adopted on

     ------------------------------------------------
...    May 31, 2000                                        Date(s)
     ------------------------------------------------

     FOR PROFIT CORPORATION (Check the appropriate box)

...    Adopted by [ ] the incorporators   [X] directors without shareholder action
                                            and shareholder action was not
                                            required.

     FOR NONPROFIT CORPORATION (Check the appropriate box)

...    Adopted by [ ] the incorporators   [ ] board of directors without member
                                            action and member action was not
                                            required.

     FOR PROFIT CORPORATION

     7. If the amendment was approved by shareholders

     (a) The designation, number of outstanding shares, number of votes entitled
     to be cast by each voting group entitled to vote separately on the
     amendment, and the number of votes of each voting group indisputably
     represented at the meeting were



     Designation   No. of outstanding   No. of votes entitled   No. of votes
                   shares               to be cast              indisputably represented
                                                       
     -----------   ------------------   ---------------------   ------------------------
...
     -----------   ------------------   ---------------------   ------------------------




                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
              P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-11333
                             Articles of Amendment

     -----------------   ------------------   ----------------   ---------------
...
     -----------------   ------------------   ----------------   ---------------

     (b) EITHER

          (i) the total number of votes cast for and against the amendment by
     each voting group entitled to vote separately on the amendment was

                         Total no. of votes   Total no. of votes cast
     Voting group        cast FOR             AGAINST
     -----------------   ------------------   -----------------------
...
     -----------------   ------------------   -----------------------

     -----------------   ------------------   -----------------------
...
     -----------------   ------------------   -----------------------

     OR

          (ii) the total number of undisputed votes cast for the amendment by
     each voting group was

     Voting group        Total no. of undisputed votes cast FOR the plan
     -----------------   ------------------------------------------------
...
     -----------------   ------------------------------------------------
     -----------------   ------------------------------------------------
...
     -----------------   ------------------------------------------------

     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group.

     FOR NONPROFIT CORPORATION

     8. If the amendment was approved by the members

     (a) The designation, number of memberships outstanding, number of votes
     entitled to be cast by each class entitled to vote separately on the
     amendment, and the number of votes of each class indisputably represented
     at the meeting were



     Designation         No. of memberships   No. of votes entitled   No. of votes
                         outstanding          to be cast              indisputably represented
                                                             
     -----------------   ------------------   ---------------------   ------------------------
...
     -----------------   ------------------   ---------------------   ------------------------
     -----------------   ------------------   ---------------------   ------------------------
...
     -----------------   ------------------   ---------------------   ------------------------




                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                              Articles of Amendment

     (b) EITHER

          (i) the total number of votes cast for and against the amendment by
          each class entitled to vote separately on the amendment was

                         Total no. of votes   Total no. of votes cast
     Voting group        cast FOR             AGAINST
     -----------------   ------------------   -----------------------

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

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

     OR

          (ii) the total number of undisputed votes cast for the amendment by
     each class was

     Voting group        Total no. of undisputed votes cast FOR the
                         amendment
     -----------------   ------------------------------------------------

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

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

     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group.

                                                                
     By:  Signature      ------------------------------------------   (Please keep writing within blocks)

                         /s/ Timothy M. Hinkley

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

                         ------------------------------------------
          Printed Name                                                Title   ----------------
                           Timothy M. Hinkley                                   Senior VP of
                                                                                Operations
                         ------------------------------------------           ----------------





                             ARTICLES OF AMENDMENT
                                      FOR
                          LADY LUCK MISSISSIPPI, INC.

4.   The name of the corporation is changed to IOC - Natchez, Inc.

EX-3.29

                                                                    Exhibit 3.29

                                    BYLAWS OF
                           LADY LUCK MISSISSIPPI, INC.

                                   ARTICLE I.

                                NAME AND OFFICES
                                ----------------

     Section 1. Name. The name of the corporation is Lady Luck Mississippi, Inc.
                ----

     Section 2. Principal Office. The principal office of the corporation shall
                ----------------
be located at 1641 Popps Ferry Road, Suite B-1, Biloxi, Mississippi 39532.

     Section 3. Additional Offices. The corporation may also have offices at
                ------------------
such other places, either within or without the State of Mississippi, as the
board of directors may from time to time deem appropriate.

                                   ARTICLE II.

                                    PURPOSES
                                    --------

     The corporation is organized for the following purposes:

          To engage in any lawful activity for which corporations may be
          organized under the Mississippi Business Corporation Act.

                                  ARTICLE III.

                                  SHAREHOLDERS
                                  ------------

     Section 1. Time and Place of Meetings. All meetings of the shareholders for
                --------------------------
the election of directors or for any other purpose shall be held at such time
and places, either within or without the State of Mississippi, as shall be
designated by the board of directors. In the absence of any such designation by
the board of directors, each such meeting shall be held at the principal office
of the corporation.

     Section 2. Annual Meeting. An annual meeting of shareholders shall be held
                --------------
prior to the end of the fiscal year of the corporation for the purpose of
electing directors and transacting such other business as may properly be
brought before the meeting. The date of the annual meeting shall be fixed by the
board of directors.



     Section 3. Special Meetings. Special meetings of the shareholders may be
                ----------------
called for any purpose by the president. Special meetings shall be called by the
president or the secretary at the written request of a majority of the board of
directors or by the holders of not less than one-tenth (1/10th) of the
outstanding shares of the corporation. Any such request shall state the purpose
of the proposed meeting.

     Section 4. Notice of Annual and Special Meetings. Written notice of
                -------------------------------------
meetings of the shareholders shall be given to each shareholder not less than
ten (10) nor more than sixty (60) days prior to the meeting unless a different
notice is required by law. Such notice shall state the date, place and time of
the meeting and, in the case of special meetings, shall state the purpose or
purposes for which the meeting is called.

     Section 5. Presiding Officer. The chairman of the board, if elected, shall
                -----------------
preside at meetings of the shareholders. If the chairman is not present, then
the president shall preside. If the president is not present, then a person
chosen by the board of directors shall preside. The secretary of the corporation
shall act as secretary at meetings of the shareholders. If the secretary is not
present, then a person chosen by the board of directors shall act as secretary.

     Section 6. Quorum and Adjournments. The presence in person or
                -----------------------
representation by proxy of a majority of the shares entitled to vote then issued
and outstanding shall constitute a quorum for the transaction of business. If a
quorum is not present at any meeting of the shareholders, the shareholders
present may adjourn the meeting from time to time and from place to place,
without notice other than announcement at the meeting at which the adjournment
is taken, until a quorum shall be present; provided however, if the adjournment
is for more than one hundred twenty (120) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.

     Section 7. Voting. At each meeting of the shareholders, every holder of
                ------
shares then entitled to vote shall vote in person or by proxy and shall have one
vote for each share registered in his name upon each matter submitted to a vote
in the meeting of the shareholders. The vote of a majority of the shares present
at any meeting at which there is a quorum shall be the act of the shareholders,
except as may be otherwise specifically provided by law or by the articles of
incorporation or these bylaws. Only persons in whose names shares appear on the
stock records of the corporation fifteen (15) days before the meeting shall be
entitled to vote at such meeting, unless the board of directors establishes
another record date. A determination of shareholders entitled to vote shall be
effective for any adjournment of the meeting unless the board of directors fixes
a new record date which it shall do if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting. The stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to vote at any meeting of the shareholders.

     Section 8. Voting for Directors. Unless otherwise provided in the articles
                --------------------
of incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Unless otherwise provided in the articles of

                                       2



incorporation, for the election of directors, each shareholder may cumulate his
votes by giving one candidate as many votes as the number of directors to be
elected multiplied by the number of his shares shall equal or by distributing
such votes on the same principle among any number of such candidates.

     Section 9. Action by Consent. Any action required or permitted to be taken
                -----------------
at any meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a written consent to such action is signed by all
of the shareholders entitled to vote on the action, and such written consent is
filed with the minutes of its proceedings. Unless otherwise provided, the record
date for determining shareholders entitled to act by consent is the date the
first shareholder signs such consent.

                                  ARTICLE 1V.

                                   DIRECTORS
                                   ---------

     Section 1. General Powers, Number and Term. The board of directors shall be
                -------------------------------
the governing body of the corporation. The business of the corporation shall be
managed by the board of directors, which may exercise all powers of the
corporation and perform all acts that are not by law, by the articles of
incorporation or these bylaws required to be exercised or performed by the
shareholders.

     Section 2. Number and Term. The number of directors shall be not less than
                ---------------
one (1) nor more than nine (9) members. The first board shall consist of three
(3) directors. Thereafter, within the limits above specified, the number of
directors shall be determined by the shareholders or by resolution of the board
of directors. The board of directors shall not change the range for the size of
the board without the prior approval of the shareholders. A director shall be
elected at the annual meeting of the shareholders and shall hold office until
his respective successor is elected or until his death, resignation or removal.

     Section 3. Vacancies. Any vacancy or newly created directorships resulting
                ---------
from any increase in the number of directors shall be filled by a majority of
directors then in office, though less than a quorum.

     Section 4. Removal or Resignation. Any director or the entire board of
                ----------------------
directors may be removed by the shareholders, with or without cause, but only if
the number of votes sufficient for removal under cumulative voting is voted for
removal. Such removal by the shareholders shall be effected only at a special
meeting called for such purpose. Any director may resign by giving written
notice to the president or to the corporation. Unless a later effective date is
specified in such notice, the resignation shall take effect upon delivery. A
resignation need not be accepted in order to become effective.

                                       3



                                   ARTICLE V.

                              MEETINGS OF DIRECTORS
                              ---------------------

     Section 1. Annual Meeting. The annual meeting of the board of directors
                --------------
shall be held immediately following the annual meeting of the shareholders. No
notice of the annual meeting of directors shall be required.

     Section 2. Regular Meetings. Regular meetings of the board of directors may
                ----------------
be held at such time and place as may be established by the board of directors.
Notice of such regular meetings shall not be required.

     Section 3. Special Meetings. Special meetings of the board of directors may
                ----------------
be called by the president. Special meetings shall be called by the president or
by the secretary on the written request of a majority of the entire board of
directors. Written or oral notice to each director of special meetings shall be
given at least twenty-four (24) hours before the date of the meeting.

     Section 4. Quorum Voting and Adjournments. At all meetings of the board of
                ------------------------------
directors a majority of the directors shall constitute a quorum for the
transaction of business. The vote 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,
except as may be otherwise specifically provided by law, the articles of
incorporation or these bylaws. If a quorum is not present at a meeting of the
board of directors, the directors present may adjourn the meeting from time to
time and from place to place, without notice, other than announcement at the
meeting at which the adjournment is taken, until a quorum shall be present.

     Section 5. Presiding Officer. The chairman of the board, if elected, shall
                -----------------
preside at all meetings of the board of directors. If the chairman is not
present, then the president (if a member of the board) shall preside. If the
president is not present, then a person appointed by the board of directors
shall preside. The secretary of the corporation shall act as secretary of the
meeting. If the secretary is not present then a person chosen by the board of
directors shall act as secretary.

     Section 6. Action by Consent. Any action required or permitted to be taken
                -----------------
at any meeting of the board of directors may be taken without a meeting if a
written consent to such action is signed by all members of the board of
directors and such written consent is filed with the minutes of its proceedings.

     Section 7. Meetings by Telephone or Similar Communications Equipment. Any
                ---------------------------------------------------------
member or members of the board of directors may participate in a meeting of the
board of directors by means of conference telephone or similar communications
equipment by means of which all directors participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person by any such director at such meeting.

                                       4



                                   ARTICLE VI.

                                    OFFICERS
                                    --------

     Section 1. Designation. The officers shall be elected at the annual meeting
                -----------
of the board of directors and shall consist of a president, a secretary and a
treasurer. The board of directors may also elect a chairman of the board, one or
more vice presidents, one or more assistant secretaries and assistant treasurers
and such other officers and agents as it shall deem appropriate. Any number of
offices may be held by the same person. Vacancies in offices shall be filled by
the board of directors.

     Section 2. Term of, and Removal from Office. Each officer of the
                --------------------------------
corporation shall hold office until his successor is elected. Any officer may be
removed, with or without cause, at any time by the board of directors. Such
removal shall not affect any officer's rights under any employment contract he
may have with the corporation. Any vacancy occurring in any office of the
corporation may be filled for the unexpired term by the board of directors.

     Section 3. Chairman. The chairman of the board, if elected, shall be the
                --------
chief executive officer of the corporation and shall have such functions,
authority and duties as may be prescribed by the board of directors

     Section 4. President. The president shall be the chief operating officer of
                ---------
the corporation and shall have such functions, authority and duties as may be
prescribed by the board of directors.

     Section 5. Vice President. The vice president, if any, shall act under the
                --------------
direction of the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president. The vice
president shall perform such other duties and have such other powers as the
president or the board of directors may from time to time prescribe. The board
of directors may designate one or more vice presidents or may otherwise specify
the order of seniority of the vice presidents, and, in that event, the duties
and power of the president shall descend to the vice presidents in the specified
order of seniority.

     Section 6. Secretary. The secretary shall keep a record of all proceedings
                ---------
of the shareholders of the corporation and of the board of directors, and shall
give, or cause to be given, notice, if any, of all meetings of the shareholders
and shall perform such other duties as may be prescribed by the board of
directors or the president. The secretary shall have custody of the corporate
seal of the corporation and the secretary, or in the absence of the secretary
any assistant secretary, 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 an assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest such affixing of the seal.

     Section 7. Treasurer. The treasurer shall have the custody of the corporate
                ---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the

                                       5



credit of the corporation in such depositories as may be designated by the board
of directors. The treasurer shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings or when the board of directors so requires, an account of
all transactions as treasurer and of the financial condition of the corporation.
The treasurer shall perform such other duties as may from time to time be
prescribed by the board of directors, the president or the vice president.

     Section 8. Other Officers. Any officer who is elected or appointed from
                --------------
time to time by the board of directors and whose duties are not specified in
these bylaws shall perform such duties and have such powers as may be prescribed
from time to time by the board of directors or the president.

                                  ARTICLE VII.

                                     NOTICES
                                     -------

     Section 1. Manner of Delivery. Whenever notice is required to be given by
                ------------------
the articles of incorporation, these bylaws or the Mississippi Business
Corporation Act, such requirement shall not be construed to mean personal
notice. Such notice shall be in writing unless oral notice is reasonable under
the circumstances and may be communicated in person, by telephone, telegraph,
teletype or other form of wire or wireless communication, or by mail or private
carrier, addressed to any such person entitled to receive notice at such
person's address as appears on the books of the corporation or by any other
method allowed under the Mississippi Business Corporation Act. The time when
such notice is mailed to a shareholder shall be the time of the giving of the
notice; otherwise, it is effective at the earliest of the following: (1) when
received; (2) five days after it is mailed; (3) the date shown on the return
receipt if registered or certified mail. Oral notice is effective when
communicated if communicated in a comprehensible manner.

     Section 2. Waiver. Unless otherwise provided by law, whenever any notice is
                ------
required to be given by the corporation under the provisions of these bylaws,
the articles of incorporation, or the Mississippi Business Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, and delivered to the
corporation, shall be deemed equivalent to the giving of such notice. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
Attendance at a meeting, by the person entitled to notice waives objection to
lack of notice or defective notice of the meeting, unless the person at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting. Also, attendance at a meeting waives objection to consideration
of a particular matter at the meeting that is not within the purposes described
in the notice, unless the person objects to considering the matter when it is
presented.

                                       6



                                  ARTICLE VIII.

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER
                   ------------------------------------------

     Section 1. Certificates for Shares. Certificates for shares of the
                -----------------------
corporation shall be issued when payment therefor has been made in full.
Certificates representing shares of the corporation shall be in such form as may
be determined by the board of directors. Such certificates shall be signed by
the president or a vice president and by the secretary, assistant secretary or
the treasurer and shall be sealed with the seal of the corporation. All
certificates for shares shall be consecutively numbered. The name of the person
owning the shares represented thereby together with the number of shares and
date of issue shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled, except that in
the case of a lost, destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the corporation as the board of
directors may prescribe.

     Section 2. Transfers of Shares. Transfers of shares of the corporation
                -------------------
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney hereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate of such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards to the corporation.

                                   ARTICLE IX.

                                    DIVIDENDS
                                    ---------

     The board of directors may from time to time declare and the corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its articles of incorporation.

                                   ARTICLE X.

                      TRANSACTIONS WITH INTERESTED PARTIES
                      ------------------------------------

     No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
directors which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

                                       7



     (1)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the board of
          directors, and the board of directors in good faith authorizes the
          contract or transaction by the affirmative vote of a majority of the
          disinterested directors, even though the disinterested directors be
          less than a quorum (so long as more than one director votes in favor
          of such transaction); or

     (2)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the shareholders
          of the corporation entitled to vote thereon, and the contract or
          transaction is specifically approved by vote of a two-thirds (2/3)
          majority of the shares entitled to be voted; or

     (3)  The contract or transaction is fair as to the corporation as of the
          time it is authorized, approved or ratified, by the board of
          directors, or the shareholders of the corporation.

     A majority of the disinterested directors and a majority of the shares
entitled to be counted in a vote on such transaction constitutes a quorum at a
meeting of the board of directors or of the shareholders which authorizes the
contract or transaction.

                                   ARTICLE XI.

                                 INDEMNIFICATION
                                 ---------------

     Section 1. Right of Indemnity. Whenever any present or former director or
                ------------------
officer of the corporation who, by reason of the fact that such party is or was
serving at the request of the corporation in such capacity, is made a party to
any suit, action or proceeding, whether civil, criminal, administrative, or
investigative, including any action by or in the right of the corporation
("Indemnitee"), the Indemnitee shall be indemnified against liability and
reasonable expenses, including attorney's fees, incurred by the Indemnitee in
connection with such action, suit, or proceeding, if the Indemnitee meets the
requisite Standard of Conduct, and such indemnification is not otherwise
prohibited by the laws of the State of Mississippi or these bylaws. The right of
indemnity provided in this Article shall inure to the estate, executor,
administrator, heirs, legatees, or devisees of any person entitled to such
indemnification.

     Section 2. Standard of Conduct. An Indemnitee meets the Standard of Conduct
                -------------------
if the Indemnitee conducted himself in good faith and reasonably believed that
(i) any conduct in the Indemnitee's official capacity was in the best interests
of the corporation, (ii) in all other cases, the Indemnitee's conduct was at
least not opposed to the best interests of the corporation, or (iii) in any
criminal proceeding, the Indemnitee had no reasonable cause to believe the
Indemnitee's conduct was unlawful. An Indemnitee's conduct with respect to an
employee benefit plan for a purpose the

                                       8



Indemnitee reasonably believes to be in the best interest of the participants in
and beneficiaries of the plan is conduct that satisfies the Standard of Conduct.

     The determination as to whether an Indemnitee has met the Standard of
Conduct set forth herein shall be made:

     A.   if there are two or more disinterested directors, by the board of
          directors by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum), or by a
          majority of the members of a committee of two (2) or more
          disinterested directors appointed by such a vote,

     B.   by special legal counsel selected in the manner prescribed in
          Subsection A of this Section 2, or, if there are fewer than two (2)
          disinterested directors, selected by the board of directors (in which
          selection directors who do not qualify as disinterested directors may
          participate), or

     C.   by the shareholders, but shares owned by or voted under the control of
          a director who at the time does not qualify as a disinterested
          director may not be voted on the determination.

     Section 3. Prohibited Indemnification. Unless ordered by a court pursuant
                --------------------------
to the Mississippi Business Corporation Act, and Section 4 of this Article XI,
no indemnification shall be made in respect to any claim, judgments, amounts
paid in settlement, issue, fine, matter, or attorney's fees in connection with:
(1) a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with the proceeding if it is determined that the
Indemnitee has met the relevant Standard of Conduct set out above; or (2) any
proceeding with respect to conduct for which the Indemnitee was adjudged liable
on the basis that the Indemnitee received a financial benefit to which the
Indemnitee was not entitled, whether or not involving action in the Indemnitee's
official capacity.

     Section 4. Mandatory Indemnification. Notwithstanding anything to the
                -------------------------
contrary in this Article XI, the corporation shall indemnify an Indemnitee who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the Indemnitee was a party because the Indemnitee is or was
a director or officer of the corporation, against reasonable expenses incurred
by the Indemnitee in connection with the proceeding.

     Section 5. Advance for Expenses. The corporation may, before final
                --------------------
disposition of a proceeding, advance funds to pay for or reimburse the
reasonable expenses incurred by an Indemnitee who is a party to a proceeding if
(i) the Indemnitee furnishes the corporation a written affirmation of the
Indemnitee's good faith belief that the Indemnitee has met the relevant Standard
of Conduct for indemnification, or that the proceeding involves conduct for
which liability has been eliminated under a provision of the articles of
incorporation, and (ii) the Indemnitee furnishes the corporation a written
undertaking to repay any funds advanced if the Indemnitee is not entitled to
mandatory indemnification and it is ultimately determined that the Indemnitee
has not met the

                                       9



relevant Standard of Conduct. The written undertaking must be an unlimited
general obligation of the Indemnitee.

     Authorization of an advance for expenses under this Section 5 shall be
made:

     A.   if there are two or more disinterested directors, by the board of
          directors by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum), or by a
          majority of the members of a committee of two (2) or more
          disinterested directors appointed by such a vote,

     B.   if there are fewer than two (2) disinterested directors, by the vote
          necessary for action under Section 4 of Article V of these Bylaws, in
          which case directors who do not qualify as disinterested directors may
          participate, or

     C.   by the shareholders, but shares owned by or voted under the control of
          a director who at the time does not qualify as a disinterested
          director may not be voted on the determination.

     Section 6. Right of Corporation to Insure. Notwithstanding the provisions
                ------------------------------
of Section 1 of this Article XI, the corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this article or under the
provisions of Mississippi law.

                                  ARTICLE XII.

                                   FISCAL YEAR
                                   -----------

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE XIII.

                                      SEAL
                                      ----

     The corporate seal shall have inscribed thereon the name of the
corporation, and the word "Seal".

                                       10



                                  ARTICLE XIV.

                                  GOVERNING LAW
                                  -------------

     The corporation is established under the laws of the State of Mississippi.
These bylaws are adopted pursuant to the Mississippi Business Corporation Act
and shall be construed in accordance with the laws of the State of Mississippi.

                                   ARTICLE XV.

                                   AMENDMENTS
                                   ----------

     The board of directors shall have authority to alter, amend or repeal these
bylaws and to adopt new bylaws at any regular or special meeting of the board of
directors. The shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended by its board of directors.

     These Bylaws were adopted by the directors of Lady Luck Mississippi, Inc.,
as of the 2nd day of March, 2000.


                                                   /s/ Allan B. Solomon
                                                   -----------------------------
                                                   Allan B. Solomon, Secretary

                                       11

EX-3.30

                                                                    Exhibit 3.30

                            ARTICLES OF INCORPORATION
                            (Attach conformed copy.)

                      [X] PROFIT               [ ] NONPROFIT
                             (Mark Appropriate Box)

     The undersigned persons, pursuant to Section 79-4-2.02 (if a profit
corporation) or Section 79-11-137 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:

1.   The name of the corporation is

            Magnolia Lady, Inc.

2.   Domicile address is 401 East Capitol Street, Suite 410
                         -------------------------------------------------------
                                       STREET

                    Jackson, Mississippi, Hinds County, 39201
- --------------------------------------------------------------------------------
                              CITY/STATE/COUNTY/ZIP

3.   FOR NON-PROFITS ONLY: The period of duration is                     year,
                                                     -------------------
     or                    perpetual
       -------------------

4.   (a) The number (and classes, if any) of shares the corporation is
     authorized to issue is (are) as follows (THIS IS FOR PROFIT ONLY)

                   Class(es)             No. of Shares Authorized
                   ---------             ------------------------
                       1                         1,000

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

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

4. (b) If more than one (1) class of shares is authorized, the preferences,
   limitations, and relative rights of each class are as follows:

          N/A

5.   The street address of its initial registered office is

            401 East Capitol Street, Suite 410, Heritage Building
- --------------------------------------------------------------------------------
                                     STREET

            Jackson, Mississippi 39201
- --------------------------------------------------------------------------------
                                    CITY/STATE/ZIP

     and the name of its initial registered agent at such address is

            Samuel Lee Begley

6.   The name and complete address of each incorporator is as follows (PLEASE
     TYPE OR PRINT)

       Michelle L. Cooper, 6675 Old Canton Road #2096, Ridgeland MS 39157
- --------------------------------------------------------------------------------
                       NAME/STREET ADDRESS/CITY/STATE/ZIP

7.   Other provisions

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

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

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


                                                  /s/ Illegible
                                        ----------------------------------------
                                                INCORPORATORS [SIGNATURES]




                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (610)359-1333
                   Registered Agent/Office Statement of Change
                               Profit Corporation

     1. Corporate ID

     ---------------------------------------------------------------------------
...    597723
     ---------------------------------------------------------------------------

     2. Corporate Name

     ---------------------------------------------------------------------------
...    Magnolia Lady, Inc.
     ---------------------------------------------------------------------------

     3. Federal Tax ID

     ---------------------------------------------------------------------------
...    88-0301634
     ---------------------------------------------------------------------------

     4. Name and Street Address of the Registered Agent and Registered Office
     (as on file with the Secretary of State)

               -----------------------------------------------------------------
...    Name      Corporation Service Company
               -----------------------------------------------------------------

               -----------------------------------------------------------------
...    Physical
     Address   506 S President St
               -----------------------------------------------------------------

               -----------------------------------------------------------------
     P.O. Box
               -----------------------------------------------------------------

                             ---------------   -----------       ---------------
...    City, State, ZIP5, ZIP4  Jackson              MS               39201-5301
                             ---------------   -----------       ---------------

     5. New Registered Agent's Name and Registered Office

     ---------------------------------------------------------------------------
...    Gregory D. Guida
     ---------------------------------------------------------------------------

               -----------------------------------------------------------------
...    Physical
     Address   1641 Popps Ferry Road, Suite B-1
               -----------------------------------------------------------------

               -----------------------------------------------------------------
     P.O. Box
               -----------------------------------------------------------------

                             ---------------   -----------       ---------------
...    City, State, ZIP5, ZIP4  Biloxi               MS               39532-
                             ---------------   -----------       ---------------




                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (610)359-1333
                   Registered Agent/Office Statement of Change
                               Profit Corporation

6.   If agent has changed, mark appropriate box

[X]  6A: The undersigned hereby accepts designation as registered agent for
     service of process

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

     Signature of Registered Agent
     (Please keep writing within block)
                                         ---------------------------------------

OR

[ ]  6B: Statement of written consent is attached, signed by the new registered
     agent


7.   The Corporation has been notified of the change of registered office.

[X] Yes   [ ] No

                   ----------------------  (Please keep writing within block)

By: Signature       /s/ Rexford A.Yeisley
                   ----------------------

                   ----------------------        -------------------------------
    Printed Name   Rexford A.Yeisley      Title       Senior Vice President
                   ----------------------        -------------------------------

Filing Fee: $10.00



                              Phelps Dunbar, L.L.P.
                               COUNSELLORS AT LAW



                                                                               
     TEXACO CENTER . 400 POYORAS STREET      SEVENTH FLOOR . ONE MISSISSIPPI PLAZA     SUITE 500 . 200 S. LAMAR STREET
    NEW ORLEANS, LOUISIANA 70130-3245              TUPELO, MISSISSIPPI 38804                  P.0. B0X 23066
              (504)566-1311                             P.O. BOX 1220                  JACKSON, MISSISSIPPI 39225-3066
FACSIMILES(504) 566-9130 AND (504)566-9007      TUPELO, MISSISSIPPI 38802-1220                (601) 362-2300
   TELEX ILLEGIBLE WU AND ILLEGIBLE WU                  (662) 842-7907                    FACSIMILE (601)360-9777
             CABLE HOWSPENCER                      FACSIMILE (662) 842-3873                     ----------
                ----------                                                           SUITE 900 . 3040 POST OAK BOULEVARD
      SUITE 701 . 445 NORTH BOULEVARD                                                      HOUSTON, TEXAS 77056
               P.O.BOX 4412                                                                   (713) 626-1366
     BATON ROUGE,LOUISIANA 70621-4412                                                    FACSIMILE (713) 626-1366
              (225)346-0265                                                                     ----------
           FACSIMILE(225)301-9197                                                            SUITE 731 . LEVEL 7
                                                                                                  LLOYD'S
               D.THOR LEWIS                            April 24, 2000                          1 UME STREET
                Paralegal                                                                 LONDON EC3M 700 ENGLAND
              (662)842-7907                                                            TELEPHONE 01144-207-929-4765
            lewist@phelps.com                                                          FACSIMILE 01144-207-929-0046
                ----------                                                                     TELEX 967331



VIA MAIL                                                       10653(16-13-2)-92
- --------

Mississippi Secretary of State, Business Services
P.O. Box 136
Jackson, MS 39205-0136

     Re: Registered Agent/Office Statement of Change

Dear Sir or Madam:

     Enclosed please find Registered Agent/Office Statement of Change forms for
the following profit corporations:

     1.   Old River Development, Inc.
     2.   Lady Luck Gaming Corporation
     3.   Lady Luck Biloxi, Inc.
     4.   Lady Luck Gulfport, Inc.
     5.   Lady Luck Mississippi, Inc.
     6.   Lady Luck Vicksburg, Inc.
     7.   Magnolia Lady, Inc.

Also, enclosed is a check in the amount of $70.00 for the filing fees. Return
the filed copies to me at the address listed above.

     If you have any questions, please contact me at the number listed above.

                                                             Very truly yours,


                                                             /s/ D. Thor Lewis
                                                             -------------------
                                                             D. Thor Lewis
                                                             Legal Assistant to
                                                             Jean Magee Hogan

dtl
Enclosures
cc: Gregory D. Guida (w/o enclosures)(via fax)



                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                              Articles of Amendment

        The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
        corporation) or Section 79-11-305 (if a nonprofit corporation) of the
        Mississippi Code of 1972, hereby execute the following document and set
        forth:

     1. Type of Corporation

...    [X] Profit [ ] Nonprofit

     2. Name of Corporation

     ---------------------------------------------------------------------------
...    Magnolia Lady, Inc.
     ---------------------------------------------------------------------------

     3.The future effective date is       --------------------------------------
       (Complete if applicable)            July 01, 2000
                                          --------------------------------------

     4. Set forth the text of each amendment adopted.
     (Attach page)

     5. If an amendment for a business corporation provides for an exchange,
     reclassification, or cancellation of issued shares, set forth the
     provisions for implementing the amendment if they are not contained in the
     amendment itself.(Attach page)

     6. The amendment(s) was (were) adopted on

     -------------------------------------------------------------------
...    May 31, 2000                                                       Date(s)
     -------------------------------------------------------------------

     FOR PROFIT CORPORATION (Check the appropriate box)

...    Adopted by [ ] the incorporators [X] directors without shareholder
                                          action and shareholder action was
                                          not required

     FOR NONPROFIT CORPORATION (Check the appropriate box)

...    Adopted by [ ] the incorporators [ ] board of directors without member
                                          action and member action was not
                                          required.

     FOR PROFIT CORPORATION

     7. If the amendment was approved by shareholders

     (a) The designation, number of outstanding shares, number of votes entitled
     to be cast by each voting group entitled to vote separately on the
     amendment, and the number of votes of each voting group indisputably
     represented at the meeting were

                                                                No. of votes
     Designation   No. of outstanding   No. of votes entitled   indisputably
                   shares               to be cast              represented
     -----------   ------------------   ---------------------   ----------------
...
     -----------   ------------------   ---------------------   ----------------



                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
               P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                              Articles of Amendment

     ---------------   ---------------   ---------------   ---------------
...
     ---------------   ---------------   ---------------   ---------------

     (b)  EITHER

          (i) the total number of votes cast for and against the amendment by
     each voting group entitled to vote separately on the amendment was

     Voting group      Total no. of votes   Total no. of votes cast
                       cast FOR             AGAINST
     ---------------   ------------------   -----------------------
...
     ---------------   ------------------   -----------------------
     ---------------   ------------------   -----------------------
...
     ---------------   ------------------   -----------------------

     OR

          (ii) the total number of undisputed votes cast for the amendment by
     each voting group was

     Voting group      Total no. of undisputed votes cast FOR the plan

     ---------------   -----------------------------------------------
...
     ---------------   -----------------------------------------------
     ---------------   -----------------------------------------------
...
     ---------------   -----------------------------------------------

     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group

     FOR NONPROFIT CORPORATION

     8. If the amendment was approved by the members

     (a) The designation, number of memberships outstanding, number of votes
     entitled to be cast by each class entitled to vote separately on the
     amendment, and the number of votes of each class indisputably represented
     at the meeting were



     Designation       No. of memberships   No. of votes entitled   No. of votes
                       outstanding          to be cast              indisputably represented
                                                           
     ---------------   ---------------      ---------------------   ------------------------
...
     ---------------   ---------------      ---------------------   ------------------------
     ---------------   ---------------      ---------------------   ------------------------
...
     ---------------   ---------------      ---------------------   ------------------------




                  OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
              P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                              Articles of Amendment

     (b) EITHER

          (i) the total number of votes cast for and against the amendment by
          each class entitled to vote separately on the amendment was

     Voting class      Total no. of votes   Total no. of votes cast
                       cast FOR             AGAINST
     ---------------   ---------------      ---------------
...
     ---------------   ---------------      ---------------
     ---------------   ---------------      ---------------
...
     ---------------   ---------------      ---------------

     OR

          (ii) the total number of undisputed votes cast for the amendment by
          each class was

     Voting class      Total no. of undisputed votes cast FOR the
                       amendment
     ---------------   -----------------------------------------------
...
     ---------------   -----------------------------------------------
     ---------------   -----------------------------------------------
...
     ---------------   -----------------------------------------------

     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group.

                   ---------------------------  (Please keep writing within
                                                blocks)
     By: Signature /s/ Timothy M. Hinkley
                   ---------------------------
                   ---------------------------          -----------------------
     Printed Name  Timothy M. Hinkley            Title  Senior VP of Operations
                   ---------------------------          -----------------------



                              ARTICLES OF AMENDMENT
                                       FOR
                               MAGNOLIA LADY, INC.

4.   The name of the corporation is changed to IOC - Lula, Inc.

EX-3.31

                                                                    Exhibit 3.31

                                    BYLAWS OF
                               MAGNOLIA LADY, INC.

                                   ARTICLE I.

                                NAME AND OFFICES
                                ----------------

     Section 1. Name. The name of the corporation is Magnolia Lady, Inc.
                ----

     Section 2. Principal Office. The principal office of the corporation shall
                ----------------
be located at 1641 Popps Ferry Road, Suite B-1, Biloxi, Mississippi 39532.

     Section 3. Additional Offices. The corporation may also have offices at
                ------------------
such other places, either within or without the State of Mississippi, as the
board of directors may from time to time deem appropriate.

                                   ARTICLE II.

                                    PURPOSES
                                    --------

     The corporation is organized for the following purposes:

          To engage in any lawful activity for which corporations may be
          organized under the Mississippi Business Corporation Act.

                                  ARTICLE III.

                                  SHAREHOLDERS
                                  ------------

     Section 1. Time and Place of Meetings. All meetings of the shareholders for
                --------------------------
the election of directors or for any other purpose shall be held at such time
and places, either within or without the State of Mississippi, as shall be
designated by the board of directors. In the absence of any such designation by
the board of directors, each such meeting shall be held at the principal office
of the corporation.

     Section 2. Annual Meeting. An annual meeting of shareholders shall be held
                --------------
prior to the end of the fiscal year of the corporation for the purpose of
electing directors and transacting such other business as may properly be
brought before the meeting. The date of the annual meeting shall be fixed by the
board of directors.



     Section 3. Special Meetings. Special meetings of the shareholders may be
                ----------------
called for any purpose by the president. Special meetings shall be called by the
president or the secretary at the written request of a majority of the board of
directors or by the holders of not less than one-tenth (1/10th) of the
outstanding shares of the corporation. Any such request shall state the purpose
of the proposed meeting.

     Section 4. Notice of Annual and Special Meetings. Written notice of
                -------------------------------------
meetings of the shareholders shall be given to each shareholder not less than
ten (10) nor more than sixty (60) days prior to the meeting unless a different
notice is required by law. Such notice shall state the date, place and time of
the meeting and, in the case of special meetings, shall state the purpose or
purposes for which the meeting is called.

     Section 5. Presiding Officer. The chairman of the board, if elected, shall
                -----------------
preside at meetings of the shareholders. If the chairman is not present, then
the president shall preside. If the president is not present, then a person
chosen by the board of directors shall preside. The secretary of the corporation
shall act as secretary at meetings of the shareholders. If the secretary is not
present, then a person chosen by the board of directors shall act as secretary.

     Section 6. Quorum and Adjournments. The presence in person or
                -----------------------
representation by proxy of a majority of the shares entitled to vote then issued
and outstanding shall constitute a quorum for the transaction of business. If a
quorum is not present at any meeting of the shareholders, the shareholders
present may adjourn the meeting from time to time and from place to place,
without notice other than announcement at the meeting at which the adjournment
is taken, until a quorum shall be present; provided however, if the adjournment
is for more than one hundred twenty(120) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.

     Section 7. Voting. At each meeting of the shareholders, every holder of
                ------
shares then entitled to vote shall vote in person or by proxy and shall have one
vote for each share registered in his name upon each matter submitted to a vote
in the meeting of the shareholders. The vote of a majority of the shares present
at any meeting at which there is a quorum shall be the act of the shareholders,
except as may be otherwise specifically provided by law or by the articles of
incorporation or these bylaws. Only persons in whose names shares appear on the
stock records of the corporation fifteen(15) days before the meeting shall be
entitled to vote at such meeting, unless the board of directors establishes
another record date. A determination of shareholders entitled to vote shall be
effective for any adjournment of the meeting unless the board of directors fixes
a new record date which it shall do if the meeting is adjourned to a date more
than one hundred twenty(120) days after the date fixed for the original meeting.
The stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to vote at any meeting of the shareholders.

     Section 8. Voting for Directors. Unless otherwise provided in the articles
                --------------------
of incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Unless otherwise provided in the articles of

                                       2



incorporation, for the election of directors, each shareholder may cumulate his
votes by giving one candidate as many votes as the number of directors to be
elected multiplied by the number of his shares shall equal or by distributing
such votes on the same principle among any number of such candidates.

     Section 9. Action by Consent. Any action required or permitted to be taken
                -----------------
at any meeting of the shareholders may be taken without a meeting, without prior
notice and without a vote, if a written consent to such action is signed by all
of the shareholders entitled to vote on the action, and such written consent is
filed with the minutes of its proceedings. Unless otherwise provided, the record
date for determining shareholders entitled to act by consent is the date the
first shareholder signs such consent.

                                   ARTICLE 1V.

                                    DIRECTORS
                                    ---------

     Section 1. General Powers, Number and Term. The board of directors shall be
                -------------------------------
the governing body of the corporation. The business of the corporation shall be
managed by the board of directors, which may exercise all powers of the
corporation and perform all acts that are not by law, by the articles of
incorporation or these bylaws required to be exercised or performed by the
shareholders.

     Section 2. Number and Term. The number of directors shall be not less than
                ---------------
one(1) nor more than nine(9) members. The first board shall consist of three(3)
directors. Thereafter, within the limits above specified, the number of
directors shall be determined by the shareholders or by resolution of the board
of directors. The board of directors shall not change the range for the size of
the board without the prior approval of the shareholders. A director shall be
elected at the annual meeting of the shareholders and shall hold office until
his respective successor is elected or until his death, resignation or removal.

     Section 3. Vacancies. Any vacancy or newly created directorships resulting
                ---------
from any increase in the number of directors shall be filled by a majority of
directors then in office, though less than a quorum.

     Section 4. Removal or Resignation. Any director or the entire board of
                ----------------------
directors may be removed by the shareholders, with or without cause, but only if
the number of votes sufficient for removal under cumulative voting is voted for
removal. Such removal by the shareholders shall be effected only at a special
meeting called for such purpose. Any director may resign by giving written
notice to the president or to the corporation. Unless a later effective date is
specified in such notice, the resignation shall take effect upon delivery. A
resignation need not be accepted in order to become effective.

                                       3



                                   ARTICLE V.

                              MEETINGS OF DIRECTORS
                              ---------------------

     Section 1. Annual Meeting. The annual meeting of the board of directors
                --------------
shall be held immediately following the annual meeting of the shareholders. No
notice of the annual meeting of directors shall be required.

     Section 2. Regular Meetings. Regular meetings of the board of directors may
                ----------------
be held at such time and place as may be established by the board of directors.
Notice of such regular meetings shall not be required.

     Section 3. Special Meetings. Special meetings of the board of directors may
                ----------------
be called by the president. Special meetings shall be called by the president or
by the secretary on the written request of a majority of the entire board of
directors. Written or oral notice to each director of special meetings shall be
given at least twenty-four(24) hours before the date of the meeting.

     Section 4. Quorum, Voting and Adjournments. At all meetings of the board of
                -------------------------------
directors a majority of the directors shall constitute a quorum for the
transaction of business. The vote 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,
except as may be otherwise specifically provided by law, the articles of
incorporation or these bylaws. If a quorum is not present at a meeting of the
board of directors, the directors present may adjourn the meeting from time to
time and from place to place, without notice, other than announcement at the
meeting at which the adjournment is taken, until a quorum shall be present.

     Section 5. Presiding Officer. The chairman of the board, if elected, shall
                -----------------
preside at all meetings of the board of directors. If the chairman is not
present, then the president (if a member of the board) shall preside. If the
president is not present, then a person appointed by the board of directors
shall preside. The secretary of the corporation shall act as secretary of the
meeting. If the secretary is not present then a person chosen by the board of
directors shall act as secretary.

     Section 6. Action by Consent. Any action required or permitted to be taken
                -----------------
at any meeting of the board of directors may be taken without a meeting if a
written consent to such action is signed by all members of the board of
directors and such written consent is filed with the minutes of its proceedings.

     Section 7. Meetings by Telephone or Similar Communications Equipment. Any
                ---------------------------------------------------------
member or members of the board of directors may participate in a meeting of the
board of directors by means of conference telephone or similar communications
equipment by means of which all directors participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person by any such director at such meeting.

                                       4



                                   ARTICLE VI.

                                    OFFICERS
                                    --------

     Section 1. Designation. The officers shall be elected at the annual meeting
                -----------
of the board of directors and shall consist of a president, a secretary and a
treasurer. The board of directors may also elect a chairman of the board, one or
more vice presidents, one or more assistant secretaries and assistant treasurers
and such other officers and agents as it shall deem appropriate. Any number of
offices may be held by the same person. Vacancies in offices shall be filled by
the board of directors.

     Section 2. Term of, and Removal from, Office. Each officer of the
                ---------------------------------
corporation shall hold office until his successor is elected. Any officer may be
removed, with or without cause, at any time by the board of directors. Such
removal shall not affect any officer's rights under any employment contract he
may have with the corporation. Any vacancy occurring in any office of the
corporation may be filled for the unexpired term by the board of directors.

     Section 3. Chairman. The chairman of the board, if elected, shall be the
                --------
chief executive officer of the corporation and shall have such functions,
authority and duties as may be prescribed by the board of directors

     Section 4. President. The president shall be the chief operating officer of
                ---------
the corporation and shall have such functions, authority and duties as may be
prescribed by the board of directors.

     Section 5. Vice President. The vice president, if any, shall act under the
                --------------
direction of the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president. The vice
president shall perform such other duties and have such other powers as the
president or the board of directors may from time to time prescribe. The board
of directors may designate one or more vice presidents or may otherwise specify
the order of seniority of the vice presidents, and, in that event, the duties
and power of the president shall descend to the vice presidents in the specified
order of seniority.

     Section 6. Secretary. The secretary shall keep a record of all proceedings
                ---------
of the shareholders of the corporation and of the board of directors, and shall
give, or cause to be given, notice, if any, of all meetings of the shareholders
and shall perform such other duties as may be prescribed by the board of
directors or the president. The secretary shall have custody of the corporate
seal of the corporation and the secretary, or in the absence of the secretary
any assistant secretary, 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 an assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest such affixing of the seal.

     Section 7. Treasurer. The treasurer shall have the custody of the corporate
                ---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the

                                       5



credit of the corporation in such depositories as may be designated by the board
of directors. The treasurer shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings or when the board of directors so requires, an account of
all transactions as treasurer and of the financial condition of the corporation.
The treasurer shall perform such other duties as may from time to time be
prescribed by the board of directors, the president or the vice president.

     Section 8. Other Officers. Any officer who is elected or appointed from
                --------------
time to time by the board of directors and whose duties are not specified in
these bylaws shall perform such duties and have such powers as may be prescribed
from time to time by the board of directors or the president.

                                  ARTICLE VII.

                                     NOTICES
                                     -------

     Section 1. Manner of Delivery. Whenever notice is required to be given by
                ------------------
the articles of incorporation, these bylaws or the Mississippi Business
Corporation Act, such requirement shall not be construed to mean personal
notice. Such notice shall be in writing unless oral notice is reasonable under
the circumstances and may be communicated in person, by telephone, telegraph,
teletype or other form of wire or wireless communication, or by mail or private
carrier, addressed to any such person entitled to receive notice at such
person's address as appears on the books of the corporation or by any other
method allowed under the Mississippi Business Corporation Act. The time when
such notice is mailed to a shareholder shall be the time of the giving of the
notice; otherwise, it is effective at the earliest of the following: (1) when
received; (2) five days after it is mailed; (3) the date shown on the return
receipt if registered or certified mail. Oral notice is effective when
communicated if communicated in a comprehensible manner.

     Section 2. Waiver. Unless otherwise provided by law, whenever any notice is
                ------
required to be given by the corporation under the provisions of these bylaws,
the articles of incorporation, or the Mississippi Business Corporation Act, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, and delivered to the
corporation, shall be deemed equivalent to the giving of such notice. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
Attendance at a meeting, by the person entitled to notice waives objection to
lack of notice or defective notice of the meeting, unless the person at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting. Also, attendance at a meeting waives objection to consideration
of a particular matter at the meeting that is not within the purposes described
in the notice, unless the person objects to considering the matter when it is
presented.

                                       6



                                  ARTICLE VIII.

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER
                   ------------------------------------------

     Section 1. Certificates for Shares. Certificates for shares of the
                -----------------------
corporation shall be issued when payment therefor has been made in full.
Certificates representing shares of the corporation shall be in such form as may
be determined by the board of directors. Such certificates shall be signed by
the president or a vice president and by the secretary, assistant secretary or
the treasurer and shall be sealed with the seal of the corporation. All
certificates for shares shall be consecutively numbered. The name of the person
owning the shares represented thereby together with the number of shares and
date of issue shall be entered on the books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled, except that in
the case of a lost, destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the corporation as the board of
directors may prescribe.

     Section 2. Transfers of Shares. Transfers of shares of the corporation
                -------------------
shall be made only on the books of the corporation by the registered holder
thereof or by his attorney hereunto authorized by power of attorney duly
executed and filed with the secretary of the corporation, and on surrender for
cancellation of the certificate of such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards to the corporation.

                                   ARTICLE IX.

                                    DIVIDENDS
                                    ---------

     The board of directors may from time to time declare and the corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its articles of incorporation.

                                   ARTICLE X.

                      TRANSACTIONS WITH INTERESTED PARTIES
                      ------------------------------------

     No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
directors which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:

                                       7



     (1)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the board of
          directors, and the board of directors in good faith authorizes the
          contract or transaction by the affirmative vote of a majority of the
          disinterested directors, even though the disinterested directors be
          less than a quorum (so long as more than one director votes in favor
          of such transaction); or

     (2)  The material facts as to his relationship or interest and as to the
          contract or transaction are disclosed or are known to the shareholders
          of the corporation entitled to vote thereon, and the contract or
          transaction is specifically approved by vote of a two-thirds (2/3)
          majority of the shares entitled to be voted; or

     (3)  The contract or transaction is fair as to the corporation as of the
          time it is authorized, approved or ratified, by the board of
          directors, or the shareholders of the corporation.

     A majority of the disinterested directors and a majority of the shares
entitled to be counted in a vote on such transaction constitutes a quorum at a
meeting of the board of directors or of the shareholders which authorizes the
contract or transaction.

                                   ARTICLE XI.

                                 INDEMNIFICATION
                                 ---------------

     Section 1. Right of Indemnity. Whenever any present or former director
                ------------------
or officer of the corporation who, by reason of the fact that such party is or
was serving at the request of the corporation in such capacity, is made a party
to any suit, action or proceeding, whether civil, criminal, administrative, or
investigative, including any action by or in the right of the corporation
("Indemnitee"), the Indemnitee shall be indemnified against liability and
reasonable expenses, including attorney's fees, incurred by the Indemnitee in
connection with such action, suit, or proceeding, if the Indemnitee meets the
requisite Standard of Conduct, and such indemnification is not otherwise
prohibited by the laws of the State of Mississippi or these bylaws. The right of
indemnity provided in this Article shall inure to the estate, executor,
administrator, heirs, legatees, or devisees of any person entitled to such
indemnification.

     Section 2. Standard of Conduct. An Indemnitee meets the Standard of Conduct
                -------------------
if the Indemnitee conducted himself in good faith and reasonably believed that
(i) any conduct in the Indemnitee's official capacity was in the best interests
of the corporation, (ii) in all other cases, the Indemnitee's conduct was at
least not opposed to the best interests of the corporation, or (iii) in any
criminal proceeding, the Indemnitee had no reasonable cause to believe the
Indemnitee's conduct was unlawful. An Indemnitee's conduct with respect to an
employee benefit plan for a purpose the

                                       8



Indemnitee reasonably believes to be in the best interest of the participants in
and beneficiaries of the plan is conduct that satisfies the Standard of Conduct.

     The determination as to whether an Indemnitee has met the Standard of
Conduct set forth herein shall be made:

     A.   if there are two or more disinterested directors, by the board of
          directors by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum), or by a
          majority of the members of a committee of two (2) or more
          disinterested directors appointed by such a vote,

     B.   by special legal counsel selected in the manner prescribed in
          Subsection A of this Section 2, or, if there are fewer than two (2)
          disinterested directors, selected by the board of directors (in which
          selection directors who do not qualify as disinterested directors may
          participate), or

     C.   by the shareholders, but shares owned by or voted under the control of
          a director who at the time does not qualify as a disinterested
          director may not be voted on the determination.

     Section 3. Prohibited Indemnification. Unless ordered by a court pursuant
                --------------------------
to the Mississippi Business Corporation Act, and Section 4 of this Article XI,
no indemnification shall be made in respect to any claim, judgments, amounts
paid in settlement, issue, fine, matter, or attorney's fees in connection with:
(1) a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with the proceeding if it is determined that the
Indemnitee has met the relevant Standard of Conduct set out above; or (2) any
proceeding with respect to conduct for which the Indemnitee was adjudged liable
on the basis that the Indemnitee received a financial benefit to which the
Indemnitee was not entitled, whether or not involving action in the Indemnitee's
official capacity.

     Section 4. Mandatory Indemnification. Notwithstanding anything to the
                -------------------------
contrary in this Article XI, the corporation shall indemnify an Indemnitee who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the Indemnitee was a party because the Indemnitee is or was
a director or officer of the corporation, against reasonable expenses incurred
by the Indemnitee in connection with the proceeding.

     Section 5. Advance for Expenses. The corporation may, before final
                --------------------
disposition of a proceeding, advance funds to pay for or reimburse the
reasonable expenses incurred by an Indemnitee who is a party to a proceeding if
(i) the Indemnitee furnishes the corporation a written affirmation of the
Indemnitee's good faith belief that the Indemnitee has met the relevant Standard
of Conduct for indemnification, or that the proceeding involves conduct for
which liability has been eliminated under a provision of the articles of
incorporation, and (ii) the Indemnitee furnishes the corporation a written
undertaking to repay any funds advanced if the Indemnitee is not entitled to
mandatory indemnification and it is ultimately determined that the Indemnitee
has not met the

                                       9



relevant Standard of Conduct. The written undertaking must be an unlimited
general obligation of the Indemnitee.

     Authorization of an advance for expenses under this Section 5 shall be
made:

     A.   if there are two or more disinterested directors, by the board of
          directors by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum), or by a
          majority of the members of a committee of two (2) or more
          disinterested directors appointed by such a vote,

     B.   if there are fewer than two (2) disinterested directors, by the vote
          necessary for action under Section 4 of Article V of these Bylaws, in
          which case directors who do not qualify as disinterested directors may
          participate, or

     C.   by the shareholders, but shares owned by or voted under the control of
          a director who at the time does not qualify as a disinterested
          director may not be voted on the determination.

     Section 6. Right of Corporation to Insure. Notwithstanding the provisions
                ------------------------------
of Section 1 of this Article XI, the corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this article or under the
provisions of Mississippi law.

                                  ARTICLE XII.

                                   FISCAL YEAR
                                   -----------

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE XIII.

                                      SEAL
                                      ----

     The corporate seal shall have inscribed thereon the name of the
corporation, and the word "Seal".

                                       10



                                  ARTICLE XIV.

                                  GOVERNING LAW
                                  -------------

     The corporation is established under the laws of the State of Mississippi.
These bylaws are adopted pursuant to the Mississippi Business Corporation Act
and shall be construed in accordance with the laws of the State of Mississippi.

                                   ARTICLE XV.

                                   AMENDMENTS
                                   ----------

     The board of directors shall have authority to alter, amend or repeal these
bylaws and to adopt new bylaws at any regular or special meeting of the board of
directors. The shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended by its board of directors.

     These Bylaws were adopted by the directors of Magnolia Lady, Inc., as of
the 2nd day of March, 2000.


                                                 /s/ Allan B. Solomon
                                                 -------------------------------
                                                 Allan B. Solomon, Secretary

                                       11

EX-3.32

                                                                    Exhibit 3.32

                            Articles of Incorporation
                                       of
                              PLEASURE BOATS, INC.,
                              a Nevada corporation

     I, the undersigned, being the original incorporator herein named, for the
purpose of forming a corporation under the general corporation laws of the State
of Nevada, to do business both within and without the State of Nevada, do make
and file these Articles of Incorporation hereby declaring and certifying that
the facts herein stated are true:

                                ARTICLE I - NAME

     The name of the corporation is:

          PLEASURE BOATS, INC.

                 ARTICLE II - RESIDENT AGENT & REGISTERED OFFICE

     Section 2.01 Resident Agent. The name and address of the resident agent for
                  --------------
service of process is:

          John R. McMillan, Esq.
          2300 Paseo Del Prado, #C-104
          Las Vegas, Nevada 89102

     Section 2.02 Registered Office. The address of its registered office is:
                  -----------------

          2300 Paseo Del Prado, #C-104
          Las Vegas, Nevada 89102

     Section 2.03 Other Offices. The Corporation may also maintain offices for
                  -------------
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted, and meeting of directors and stockholders held
outside the State of Nevada shall have the same effect as if held in the
State of Nevada.

                          ARTICLE III - SHARES OF STOCK

     The amount of the total authorized capital stock of this corporation is
Twenty-Five Thousand (25,000) shares with no par value. All such stock shall be
designated as Common Stock. The Common Stock may be issued from time to time
without action by the stockholders. The Common Stock may be issued for such

                                       1



consideration as may be fixed from time to time by the Board of Directors.

     The Board of Directors may issue such shares of Common stock in one or more
series, at such price and in such number of each series with such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as permitted by Nevada law and as stated in the resolution
or resolutions adopted by them.

                             ARTICLE IV - DIRECTORS

     Section 4.01 Governing Board. The members of the governing board of the
                  ---------------
Corporation shall be styled as Directors.

     Section 4.02 Initial Board of Directors. The initial Board of Directors
                  --------------------------
shall consist of three (3) members. The names and address of the initial members
of the Board of Directors are as follows:

          John H. Midby             2300 Paseo Del Prado, #C-104
                                    Las Vegas, Nevada 89102

          Daniel F. Byron           2300 Paseo Del Prado, #C-104
                                    Las Vegas, Nevada 89102

          Herman R. Eminger         2300 Paseo Del Prado, #C-104
                                   Las Vegas, Nevada 89102

     These individuals shall serve as Directors until the first annual meeting
of the stockholders or until their successors shall have been elected and
qualified.

     Section 4.03 Change in Number of Directors. The number of specific or total
                  -----------------------------
directors may be increased or decreased by a duly adopted amendment to the
Bylaws of the Corporation.

                            ARTICLE V - INCORPORATOR

     The name and address of the incorporator is:

          John R. McMillan, Esq.
          2300 Paseo Del Prado, #C-104
          Las Vegas, Nevada 89102

                 ARTICLE VI - DIRECTORS' AND OFFICERS' LIABILITY

     A director or officer of the Corporation shall not be personally liable to
this Corporation or its stockholders for

                                       2



damages for breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer for (i) acts
or omissions which involve intentional misconduct, fraud or a knowing violation
of law, or (ii) the payment of distributions in violation of NRS 78.300. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.

                             ARTICLE VII - INDEMNITY

     Every person who was or is a party to, or is threatened to be made a party
to, or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments, fines and amounts paid
or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. The expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding until such time as it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.

     Without limiting the application of the foregoing, the Board of Directors
may adopt bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprises against any liability asserted against such person
and incurred in any such capacity or arising out of such

                                       3



status, whether or not the corporation would have the power to indemnify such
person.

     The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, for any and all
services or conduct rendered on behalf of the Corporation during such
director's, officer's, employee's or agent's tenure with the Corporation, and
shall inure to the benefit of the heirs, executors and administrators of such
person.

                           ARTICLE VIII - AMENDMENTS

     This Board of Directors reserves the right to amend, alter, change or
repeal any provision contained in these Article of Incorporation or its Bylaws,
in the manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the stockholders are
granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of July,
1993, hereby declaring and certifying that the facts stated hereinabove are
true.


                                                   /s/ John R. McMillan
                                                   -----------------------------
                                                   John R. McMillan, Esq.
                                                   Incorporator

STATE OF NEVADA )
                ) ss.
COUNTY OF CLARK )

     On this 22nd day of July, 1993, personally appeared before me, a Notary
Public, John R. McMillan, Esq., Incorporator, who acknowledged to me that he
executed the foregoing instrument for and on behalf of PLEASURE BOATS, INC.


[Seal]                                             /s/ Illegible
                                                   -----------------------------
- ------------------------------------               NOTARY PUBLIC in and for said
                 NOTARY PUBLIC                     County and State
                STATE OF NEVADA
   [LOGO]       County of Clark
                 WENDY L GUTE
My Appointment Expires March 8, 1996
- ------------------------------------

CERTIFICATE OF ACCEPTANCE - Page 5

                                       4



                               Filing fee: 75.00                Receipt # C91477

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                (Before Payment of Capital or Issuance of Stock)

                                                Filed by:
                                                GOLD RIVER'S SPIRIT OF ST. LOUIS
                                                RESORT, INC.
                                                2330 PASEO DEL PRADO #104
                                                LAS VEGAS, NV 89102

     John R. McMillan, Esq.             and                N/A
    -----------------------                      --------------------
      Name of Incorporator                       Name of Incorporator

certify that:

     1. They constitute at two-thirds of the original Incorporators of Pleasure
Boats, Inc. a Nevada corporation.

     2. The original Articles were filed in the Office of the Secretary of State
on July 26, 1993.

     3. As of the date of this certificate, no stock of the corporation has been
issued.

     4. They hereby adopt the following amendments to the articles of
Incorporation of this corporation:

     Article I is amended to read as follows:

                                ARTICLE I - NAME

     The name of corporation is:

          GOLD RIVER'S SPIRIT OF ST. LOUIS RESORT, INC.


                                                        /s/ John R. McMillan
                                                        ------------------------
                                                               Signature

                                                        John R. McMillan

                                                                  N/A
                                                        ------------------------
                                                               Signature

State of Nevada  )
                 ) ss.
County of Clark  )

     On September 13, 1993, personally appeared before me, a Notary Public, John
R. McMillan who acknowledged that they executed the above instrument.


                                                        /s/ Marlene C. Kochevar
                                                        ------------------------
                                                           Signature of Notary

- ------------------------------------
                   NOTARY PUBLIC
                  STATE OF NEVADA
[LOGO]            County of Clark
                Marlene C. Kochevar
My Appointment Expires June 10, 1997
- ------------------------------------

                                       5



                               (After Issuance of Stock)               Filed by:

                  GOLD RIVER'S SPIRIT OF ST. LOUIS RESORT, INC.
                  ---------------------------------------------
                               Name of Corporation

     We the undersigned   John H. Midby, President  and
                        ---------------------------
                        President or Vice President

Herman R. Eminger, Secretary/Treasurer of
- --------------------------------------
Secretary or Assistant Secretary

Gold River's Spirit of St. Louis Resort, Inc.,
- ----------------------------------------------
            Name of Corporation

do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
held on the 13th day of November, 1993, adopted a resolution to amend the
original articles as follows:

     Article I is hereby amended to read as follows:

                                ARTICLE I - Name

     The name of the corporation is:

          GOLD RIVER'S BOONVILLE RESORT, INC.

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 25,000; that the said change(s)
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.


                                                 /s/ John H. Midby
                                                 -------------------------------
                                                 President or Vice President
                                                 John H. Midby, President


                                                 /s/ Herman R. Eminger
                                                 -------------------------------
                                                 Secretary or Assitant Secretary
                                                 Herman R. Eminger, Secretary

State of Nevada )
                ) ss.
County of Clark )

     On November 13th, personally appeared before me, a Notary Public,
John H. Midby, President, and Herman R. Eminger Secretary, who acknowledged
- ----------------------------------------------------------
      Names of Persons Appearing and Signing Document

that they executed the above instrument


                                                        /s/ Marlene C. Kochevar
                                                        ------------------------
                                                           Signature of Notary

- ------------------------------------
                   NOTARY PUBLIC
                  State of Nevada
[LOGO]            County of Clark
                Marlene C. Kochevar
My Appointment Expires June 10, 1997
- ------------------------------------

                                       6



================================================================================
No. F00385824

                                STATE OF MISSOURI

                                    [GRAPHIC]

                             Rebecca McDowell Cook
                               Secretary of State

                              CORPORATION DIVISION
                        AMENDED CERTIFICATE OF AUTHORITY
                            OF A FOREIGN CORPORATION

WHEREAS,

     DAVIS GAMING BOONVILLE, INC.

Formerly,

     GOLD RIVER'S BOONVILLE RESORT, INC.

Incorporated under the laws of the State of Nevada and now in existence and in
good standing in said State, and qualified to transact business in Missouri has
delivered to me, duly authenticated evidence of an amendment to its Articles of
Incorporation as provided by law, and has, in all respects, complied with the
requirements of the The General and Business Corporation Law of Missouri,
governing Amendments to the Articles of Incorporation of Foreign Corporations
and in accordance therewith issue this Certificate of Amendment.

IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the
State of Missouri, On this, the 5th day FEBRUARY 1996

                                                                       [GRAPHIC]


     /s/ Rebecca McDowell Cook
     -------------------------
          Secretary of State

$25.00
================================================================================



              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                            (After Issuance of Stock)

                       GOLD RIVER'S BOONVILLE RESORT, INC.

     We the undersigned, Marvin Davis, President and Gregg Davis, Secretary of
Gold River's Boonville Resort, Inc. do hereby certify:

     That the Board of Directors of said corporation adopted a resolution by
written consent dated as of January l6, 1996 to amend said corporation's
Articles of Incorporation, as follows:

     Article I is hereby amended to read as follows:

                                "ARTICLE I - NAME

     The name of the corporation is:

          DAVIS GAMING BOONVILLE, INC."

     The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 23,375; that the said change(s)
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.


                                                  /s/ Marvin Davis
                                                  ------------------------------
                                                  Marvin Davis, President


                                                  /s/ Gregg Davis
                                                  ------------------------------
                                                  Gregg Davis, Secretary



================================================================================
No. F00385824

                                STATE OF MISSOURI

                                    [GRAPHIC]

                              Rebecca McDowell Cook
                               Secretary of State

                              CORPORATION DIVISION
                        AMENDED CERTIFICATE OF AUTHORITY
                            OF A FOREIGN CORPORATION

WHEREAS,

     IOC - BOONVILLE, INC.

Formerly,

     DAVIS GAMING BOONVILLE, INC.

incorporated under the laws of the State of NEVADA and now in existence and in
good standing in said State, and qualified to transact business in Missouri has
delivered to me, duly authenticated evidence of an amendment to its Articles of
Incorporation as provided by law, and has, in all respects, complied with the
requirements of the The General and Business Corporation Law of Missouri
governing Amendments to the Articles of Incorporation of Foreign Corporations
and in accordance therewith issue this Certificate of Amendment.

IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the
State of Missouri, on this, the 16th day of MAY, 2000.

                                                                       [GRAPHIC]


     /s/ Rebecca McDowell Cook
     -------------------------
          Secretary of State

$25.00
================================================================================



                                                               State of Missouri
                                       Rebecca McDowell Cook, Secretary of State

[GRAPHIC] Corporations Division            James C. Kirkpatrick
          P.O. Box 778, Jefferson          State Information Center
          City, MO 65102                   600 W. Main Street, Rm 322,
                                           Jefferson City, MO 65101

                    Application for an Amended Certificate of
                       Authority for a Foreign Corporation
                 (Submit in duplicate with filing fee of $25.00)

The below corporation, relating to amending its certificate of authority of
Foreign Corporation, does hereby state:

(1)  Its name is: Davis Gaming Boonville, Inc. and is incorporated in the state
     of: Nevada; and it was qualified in the State of Missouri on
     September 16, 1993.
     ------------------
      (month/day/year)

(2)  By appropriate corporate action on:  May 3, 2000, the corporation:
                                        -------------
                                       (month/day/year)

     (1)  Changed its corporate name to: IOC - Boonville, Inc.

          Name it will use in Missouri if new name not available:--------------

     (2)  Changed its period of duration to: -----------------------------

     (3)  Changed the state or country of its incorporation to:-----------------

(3)  There is attached hereto a Certificate of the Secretary of State of the
     State of Nevada relating to the amendment(s), set forth in item 2 above and
     showing that the Corporation is in existence and in good standing in said
     State.

(4)  The effective date of this document is the date it is filed by the
     Secretary of State of Missouri, unless you indicate a future date, as
     follows: -------------------------------------
             -------------------------------------------------------------------
             (Date may not be more than 90 days after the filing date in this
             office)

     In affirmation thereof, the facts stated above are true.

                                                               
     /s/ Allan B. Solomon   Allan B. Solomon  Executive Vice President  May 11, 2000
     --------------------------------------------------------------------------------
     (Authorized Signature)  (Printed Name)         (Title)            (month/day/year)



     Attached is an original current certificate attesting to the change, duly
     authenticated by the secretary of state or other official having custody of
     corporate records in the state or country of incorporation.



       DEAN HELLER                       ---------------------------
       Secretary of State                      Certificate of
[GRAPHIC]                                         Amendment
       101 North Carson Street, Suite 3  (PURSUANT TO NRS 78.385 and
       Carson City, Nevada 89701-4786              78.380)
       (775) 584 5708                    ---------------------------
       -------------------------------------------------------------
       Important: Read attached instructions before completing form.
- --------------------------------------------------------------------------------

              Certificate of Amendment to Articles of Incorporation
             ------------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1. Name of Corporation: Davis Gaming Boonville, Inc.

2. The articles have been amended as follows (provide article numbers, if
available):

     (A)  The name of the corporation set forth in Article I is "IOC -
          Boonville, Inc."

     (B)  The members of the Board of Directors set forth in Article IV are as
          follows: Bernard Goldstein, John M. Gallaway and Allan B. Solomon. The
          address of each is: c/o Isle of Capri Casinos, Inc., 2200 Corporate
          Boulevard N.W., Suite 310, Boca Raton, Florida 33431

3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: unanimous.

4. Signatures (Resulted):


/s/ Illegible                                       /s/ Illegible
- ---------------------------                         ---------------------------
President or Vice President           and           Secretary or Asst. Secretary

* If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

EX-3.33

                                                                    Exhibit 3.33

                                     BYLAWS
                                       of

                              IOC - BOONVILLE, INC.

                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1.01 Annual Meeting. An annual meeting of the stockholders of the
                  --------------
corporation shall be held at 2:00 o'clock in the afternoon on the second
Thursday of November in each year, commencing after the first anniversary of
incorporation, but if such date is a legal holiday, then on the next succeeding
business day, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings.
                  ----------------

          (a) Special meetings of the stockholders may be called by the Chairman
of the Board of Directors ("Chairman") or the president and shall be called by
the Chairman, the president or the Board of Directors at the written request of
the holders of not less than 51% of the voting power of any class of the
corporation's stock entitled to vote.

          (b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 1.05 shall be
satisfied, in which case any business may be transacted and the meeting shall be
valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the
                  -----------------
corporation may be held at its registered office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by stockholders entitled to vote may
designate any place for the holding of such meeting.

     Section 1.04 Notice of Meetings.
                  ------------------

          (a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver written notice of any meeting at least ten (10) days, but not
more than sixty (60) days, before the date of such meeting. The notice shall
state the place, date and time of the meeting and the purpose or purposes for
which the meeting is called.

                                    1 of 19



          (b) In the case of an annual meeting, any proper business may be
presented for action, except that action on any of the following items shall be
taken only if the general nature of the proposal is stated in the notice:

               (1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;

               (2) Adoption of amendments to the Articles of Incorporation; or

               (3) Action with respect to a merger, share exchange,
reorganization, partial or complete liquidation, or dissolution of the
corporation.

          (c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.

          (e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.

     Section 1.05 Meeting Without Notice.
                  ----------------------

          (a) Whenever all persons entitled to vote any meeting consent, either
by:

               (1) A writing on the records of the meeting or filed with the
secretary;

or

               (2) Presence at such meeting and oral consent entered on the
minutes;

or

               (3) Taking part in the deliberations at such meeting without
objection;

the doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed.

                                    2 of 19



          (b) At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.

          (c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

          (d) Such consent or approval may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.

     Section 1.06 Determination of Stockholders of Record.
                  ---------------------------------------

          (a) For the purpose of determining the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any distribution or the 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 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.

          (b) If no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; (ii) entitled to express
consent to corporate action in writing without a meeting shall be the day on
which the first written consent is expressed; and (iii) for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at any 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 1.07 Quorum; Adjourned Meetings.
                  --------------------------

          (a) Unless the Articles of Incorporation provide for a different
proportion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, at least a majority of the voting
power within each such class is necessary to constitute a quorum of each such
class.

          (b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required

                                     3 of 19



to constitute a quorum shall be represented. At any such adjourned meeting at
which a quorum shall be represented, any business may be transacted which might
have been transacted as originally called. When a stockholders' meeting is
adjourned to another time or place hereunder, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. The stockholders present at a duly convened
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum of the voting
power.

     Section 1.08 Voting.
                  ------

          (a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for
each share of voting stock standing registered in such stockholder's name on the
record date.

          (b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do not stand
in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.

          (c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the Chairman, president or any
vice president of such corporation and (ii) in the case of a partnership,
limited liability company or other legal entity, by an individual representing
such stockholder upon presentation to the corporation of satisfactory evidence
of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and

                                    4 of 19



exercises either a right to vote or to give the corporation holding the same
binding instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

          (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:

               (1) if only one person votes, the vote of such person binds all.

               (2)If more than one person casts votes, the act of the majority
so voting binds all.

               (3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately, as
split.

          (g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Bylaws, in which case the affirmative
vote of holders of at least a majority of the voting power of each such class
shall be required.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
                  -------
entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its creation. Every proxy shall continue in full force and effect until
its expiration or revocation in a manner permitted by the laws of the State of
Nevada.

     Section 1.10 Order of Business. At the annual stockholders' meeting, the
                  -----------------
regular order of business shall be as follows:

          1. Determination of stockholders present and existence of quorum, in
          person or by proxy;

                                    5 of 19



          2. Reading and approval of the minutes of the previous meeting or
          meetings;

          3. Report of the Board of Directors, and, if any, the president,
          treasurer and secretary of the corporation;

          4. Reports of committees;

          5. Election of directors;

          6. Unfinished business;

          7. New business;

          8. Adjournment.

     Section 1.11 Absentees' Consent to Meetings. Transactions of any meeting of
                  ------------------------------
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 1.04(a) and (b) of
these Bylaws.

     Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting
                  -------------------
of the stockholders by means of a telephone conference or similar method of
communication by which all individuals participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 1.12 constitutes
presence in person at the meeting.

     Section 1.13 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by the holders of the voting power of the
corporation that would be required at a meeting to constitute the act of the
stockholders. Whenever action is taken by written consent, a meeting

                                    6 of 19




of stockholders need not be called or notice given. The written consent may be
signed in counterparts and must be filed with the minutes of the proceedings of
the stockholders.

                                   ARTICLE II
                                    DIRECTORS

     Section 2.01 Number, Tenure, and Oualifications. Unless a larger number is
                  ----------------------------------
required by the laws of the State of Nevada or the Articles of Incorporation or
until changed in the manner provided herein, the Board of Directors of the
corporation shall consist of at least one (1) individual who shall be elected at
the annual meeting of the stockholders of the corporation and who shall hold
office for one (1) year or until his or her successor or successors are elected
and qualify. A director need not be a stockholder of the corporation.

     Section 2.02 Change In Number. Subject to any limitations in the laws of
                  ----------------
the State of Nevada, the Articles of Incorporation or these Bylaws, the number
of directors may be changed from time to time by resolution adopted by the Board
of Directors or the stockholders.

     Section 2.03 Reduction In Number. No reduction of the number of directors
                  -------------------
shall have the effect of removing any director prior to the expiration of his
term of office.

     Section 2.04 Resignation. Any director may resign effective upon giving
                  -----------
written notice to the Chairman, the president, the secretary, or in the absence
of all of them, any other officer, unless the notice specifies a later time for
effectiveness of such resignation. A majority of the remaining directors, though
less than a quorum, may appoint a successor to take office when the resignation
becomes effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director.

     Section 2.05 Removal.
                  -------

          (a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared incompetent by an
order of a court of competent jurisdiction or convicted of a felony.

          (b) Any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote, except that if the
corporation's Articles of Incorporation provide for the election of directors by
cumulative voting, no director may be removed from office except upon the vote
of stockholders owning sufficient shares to have prevented such director's
election to office in the first instance.

     Section 2.06 Vacancies.
                  ---------
          (a) All vacancies, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors, though
less than a quorum,

                                    7 of 19



unless it is otherwise provided in the Articles of Incorporation unless, in the
case of removal of a director, the stockholders by a majority of voting power
shall have appointed a successor to the removed director. Subject to the
provisions of Subsection (b) below, (i) in the case of the replacement of a
director, the appointed director shall hold office during the remainder of the
term of office of the replaced director, and (ii) in the case of an increase in
the number of directors, the appointed director shall hold office until the next
meeting of stockholders at which directors are elected.

          (b) If, after the filing of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total voting power
entitled to vote may call a special meeting of the stockholders to elect the
entire Board of Directors. The term of office of any director shall terminate
upon such election of a successor.

     Section 2.07 Annual and Regular Meetings. Immediately following the
                  ---------------------------
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.

     Section 2.08 Special Meetings. Special meetings of the Board of Directors
                  ----------------
may be called by the Chairman, or if there be no Chairman, by the president or
secretary, and shall be called by the Chairman, the president or the secretary
upon the request of any two (2) directors. If the Chairman, or if there be no
Chairman, both the president and secretary, refuses or neglects to call such
special meeting, a special meeting may be called by notice signed by any two (2)
directors.

     Section 2.09 Place of Meetings. Any regular or special meeting of the
                  -----------------
directors of the corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such
meeting, may designate. A waiver of notice signed by directors may designate any
place for the holding of such meeting.

     Section 2.10 Notice of Meetings. Except as otherwise provided in Section
                  ------------------
2.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of such meeting, a copy of a written notice of any meeting by
delivery of such notice personally by mailing such notice postage prepaid or by
telegram. Such notice shall be addressed in the manner provided for notice to
stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting, and
the attendance of a director at a meeting and oral consent entered on the
minutes of such meeting shall constitute waiver of notice of the meeting unless
such director objects, prior to the transaction of any business, that the

                                    8 of 19



meeting was not lawfully called or convened. Attendance for the express purpose
of objecting to the transaction of business because the meeting was not properly
called or convened shall not constitute presence nor a waiver of notice for
purposes hereof.

     Section 2.11 Quorum; Adjourned Meetings.
                  --------------------------

          (a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

     Section 2.12 Board of Directors' Decisions. The affirmative vote of a
                  -----------------------------
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.

     Section 2.13 Telephonic Meetings. Members of the Board of Directors or of
                  -------------------
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 telephone conference
or similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.

     Section 2.14 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the Board of Directors or committee.

     Section 2.15 Powers and Duties.
                  -----------------

          (a) Except as otherwise restricted in the laws of the State of Nevada
or the Articles of Incorporation, the Board of Directors has full control over
the affairs of the corporation. The Board of Directors may delegate any of its
authority to manage, control or conduct the business of the corporation to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the corporation with such powers, including the power to
subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at an annual meeting or a special meeting of the stockholders shall
so present, a full and clear report of the condition of the corporation.

                                    9 to 19



          (c) The Board of Directors, in is discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present.

     Section 2.16 Compensation. The directors and members of committees shall be
                  ------------
allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Subject to any limitations contained in
the laws of the State of Nevada, the Articles of Incorporation or any contract
or agreement to which the corporation is a party, directors may receive
compensation for their services as directors as determined by the Board of
Directors, but only during such times as the corporation may legally declare and
pay distributions on its stock, unless the payment of such compensation is first
approved by the stockholders entitled to vote for the election of directors.

     Section 2.17 Board of Directors' Officers; Chairman Presiding Over
                  -----------------------------------------------------
Meetings.
- --------

          (a) At its annual meeting, the Board of Directors may elect, from
among its members, a Chairman, who shall preside at meetings of the Board of
Directors and may, if the stockholders so determine, preside at the meetings of
the stockholders. If no Chairman is elected, or if the stockholders determine
that the Chairman shall not preside at such a meeting of the stockholders, or if
the Chairman elects not to preside at such a meeting or is absent, the
stockholders or Board of Directors, as applicable, may appoint a chairman, who
need not be a stockholder or from among the members of the Board (as
applicable), who may preside over such meeting or, in the absence of any such
appointment, the president shall preside at such meeting. The Board of Directors
shall also elect such other officers of the Board of Directors and for such term
as it may, from time to time, determine advisable.

          (b) Any vacancy in any office of the Board of Directors because of
death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.

     Section 2.18 Order of Business. The order of business at any meeting of the
                  -----------------
Board of Directors shall be as follows:

          1.   Determination of members present and existence of quorum;

          2.   Reading and approval of the minutes of any previous meeting or
               meetings;

          3.   Reports of officers and committeemen;

          4.   Election of officers (annual meeting);

          5.   Unfinished business;

                                    10 of 19



          6.   New business;

          7.   Adjournment.

                                   ARTICLE III
                                    OFFICERS

     Section 3.01 Election. The Board of Directors, at its annual meeting, shall
                  --------
elect a president, a secretary and a treasurer to hold office for a term or one
(1) year or until their successors are chosen and qualify. Any individual may
hold two or more offices. The Board of Directors may, from time to time, by
resolution, elect a chief executive officer and one or more vice presidents,
assistant secretaries and assistant treasurers and appoint agents of the
corporation, prescribe their duties and fix their compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or
                  --------------------
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.

     Section 3.03 Vacancies. Any vacancy in any office because of death,
                  ---------
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

     Section 3.04 President; Chief Executive Officer.
                  ----------------------------------

          (a) The president may also be the chief executive officer of the
corporation, or, if the Chairman or any other individual has been designated as
the chief executive officer, the president may be the chief operations officer
of the corporation, in either case subject to the supervision and control of the
Board of Directors. The president shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
expressly delegated to some other officer or agent of the corporation.

          (b) The president shall have full power and authority on behalf of the
corporation to attend and to act and to vote, or designate such other officer or
agent of the corporation to attend and to act and to vote, at any meetings of
the stockholders of any corporation in which the corporation may hold stock and,
at any such meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of Directors, by
resolution from time to time, may confer like powers on any person or persons in
place of the president to exercise such powers for these purposes.

          (c) The chief executive officer shall perform such duties as usually
pertain to the position of chief executive officer and such duties as may be
prescribed by the Board of Directors.

                                    11 of 19



     Section 3.05 Vice Presidents. The Board of Directors may elect one or more
                  ---------------
vice presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act and
such other duties as shall be prescribed by the Board of Directors or the
president.

     Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the
                  ---------
minutes of proceedings of the stockholders and the Board of Directors in books
provided for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the president in the name of
the corporation all contracts in which the corporation is authorized to enter,
shall have the custody or designate control of the corporate seal, shall affix
the corporate seal to all certificates of stock duly issued by the corporation,
shall have charge or designate control of stock certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.

     Section 3.07 Assistant Secretaries. The Board of Directors may appoint one
                  ---------------------
or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.

     Section 3.08 Treasurer. The treasurer shall be the chief financial officer
                  ---------
of the corporation, subject to the supervision and control of Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer may sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by laws,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter, or cause to be entered, regularly in the financial
records of the corporation, to be kept for that purpose, full and accurate
accounts of all monies received and paid on account of the corporation and,
whenever required by the Board of Directors, the treasurer shall render a
statement of any or all accounts. The treasurer shall at all reasonable times
exhibit the books of account to any director of the corporation and shall
perform all acts incident to the position of treasurer subject to the control of
the Board of Directors. The treasurer shall, if required by the Board of
Directors, give bond to the corporation in such sum and with such security as
shall be approved by the Board of Directors for the faithful performance of all
the duties of treasurer and for restoration to the corporation, in the event of
the treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property in the treasurer's
custody or control and belonging to the corporation. The expense of such bond
shall be borne by the corporation.

                                    12 of 19



     Section 3.09 Assistant Treasurers. The Board of Directors may appoint one
                  --------------------
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

                                   ARTICLE IV
                                  CAPITAL STOCK

     Section 4.01 Issuance. Shares of the corporation's authorized stock shall,
                  --------
subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
corporation may be a party, be issued in such manner, at such times, upon such
conditions and for such consideration as shall be prescribed by the Board of
Directors.

     Section 4.02 Certificates. Ownership in the corporation shall be evidenced
                  ------------
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
manually signed by the president or a vice president and also by the secretary
or an assistant secretary; provided, however, whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of said officers of the
corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
on its stock certificates, it shall not act as registrar of its own stock, but
its transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns any stock certificates in both capacities.
Each certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement or
summary of any applicable rights, preferences, privileges or restrictions
thereon, and a statement, if applicable, that the shares are assessable. All
certificates shall be consecutively numbered. If provided by the stockholder,
the name, address and federal tax identification number of the stockholder, the
number of shares, and the date of issue shall be entered in the stock transfer
records of the corporation.

     Section 4.03 Surrendered; Lost or Destroyed Certificates. All certificates
                  -------------------------------------------
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity

                                    13 of 19



bond in an amount not less than twice the current market value of the stock, and
upon such terms as the treasurer or the Board of Directors shall require which
shall indemnify the corporation against any loss, damage, cost or inconvenience
arising as a consequence of the issuance of a replacement certificate.

     Section 4.04 Replacement Certificate. When the Articles of Incorporation
                  -----------------------
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of stockholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
                  ------------------
against the corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint
                  --------------------------
one or more transfer agents, transfer clerks and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.

     Section 4.07 Stock Transfer Records. The stock transfer records shall be
                  ----------------------
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be transferable
for purposes of Article V and no voting rights shall be deemed transferred
during such periods. Subject to the foregoing limitations, nothing contained
herein shall cause transfers during such periods to be void or voidable.

     Section 4.08 Miscellaneous. The Board of Directors shall have the power and
                  -------------
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.

                                    14 of 19



                                    ARTICLE V
                                  DISTRIBUTIONS

     Section 5.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.

                                   ARTICLE VI
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Records. All original records of the corporation shall be kept
                  -------
by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.

     Section 6.02 Directors' and Officers' Right of Inspection. Every director
                  --------------------------------------------
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.

     Section 6.03 Corporate Seal. The Board of Directors may, by resolution,
                  --------------
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

     Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall
                  ---------------
be such date as may be fixed from time to time by resolution of the Board of
Directors.

     Section 6.05 Reserves. The Board of Directors may create, by resolution,
                  --------
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the directors
may modify or abolish any such reserves in the manner in which they were
created.

                                    15 of 19



                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.01 Indemnification and Insurance.
                  -----------------------------

          (a)  Indemnification of Directors and Officers.
               -----------------------------------------

               (i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or an partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened, pending or completed action or suit (including without limitation an
action, suit or proceeding by or in the right of the corporation), whether
civil, criminal, administrative or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.

          (b)  Indemnification of Employees and Other Persons.
               ----------------------------------------------

               The corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and other persons as
though they were Indemnitees.

          (c)  Non-Exclusivity of Rights.
               -------------------------

               The rights to indemnification provided in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise.

                                    16 of 19



          (d)  Insurance.
               ---------

               The corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by him
or her in his or her capacity as a director, officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses.

          (e)  Other Financial Arrangements.
               ----------------------------

               The other financial arrangements which may be made by the
corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its
obligation of indemnification by granting a security interest or other lien on
any assets of the corporation; and (iv) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.

          (f)  Other Matters Relating to Insurance or Financial Arrangements.
               -------------------------------------------------------------

               Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the corporation. In the absence
of fraud:

               (i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

                    (A)  is not void or voidable; and

                    (B)  does not subject any director approving it to personal
                         liability for his action, even if a director approving
                         the insurance or other financial arrangement is a
                         beneficiary of the insurance or other financial
                         arrangement.

                                    17 of 19



     Section 7.02 Amendment. The provisions of this Article VII relating to
                  ---------
indemnification shall constitute a contract between the corporation and each of
its directors and officers which may be modified as to any director or officer
only with the person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
director or officer shall apply to such director or officer only on a
prospective basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other provision of
these Bylaws (including, without limitation, Article VIII below), no repeal or
amendment of these Bylaws shall affect any or all of this Article VII so as to
limit or reduce the indemnification in any manner unless adopted by (a) the
unanimous vote of the directors of the corporation then serving, or (b) by the
stockholders as set forth in Article VIIII hereof; provided that no such
amendment shall have a retroactive effect inconsistent with he preceding
sentence.

                                  ARTICLE VIII
                               AMENDMENT OR REPEAL

     Section 8.01 Amendment or Repeal. Except as otherwise restricted in the
                  -------------------
Articles of Incorporation or these Bylaws:

          (a) Any provision of these Bylaws may be altered, amended or repealed
by the Board of Directors at the annual meeting of the Board of Directors
without prior notice, or at any special meeting of the Board of Directors if
notice of such alteration, amendment or repeal be contained in the notice of
such special meeting.

          (b) These Bylaws may also be altered, amended, or repealed t a duly
convened meeting of the stockholders by the affirmative vote of the holders of
51% of the voting power of the corporation entitled to vote. The stockholders
may provide by resolution that any Bylaw provision altered, amended or repealed
by them, or any Bylaw provision adopted by them, may not be altered, amended or
repealed by the Board of Directors.

                                   ARTICLE IX
                             CHANGES IN NEVADA LAW

     Section 9.01 Changes in Nevada Law. References in these Bylaws to Nevada
                  ---------------------
law or to any provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide in Article VII hereof, the rights to
limited liability, to indemnification and to the advancement of expenses
provided in the corporation's Articles of Incorporation and/or these Bylaws
shall continue as theretofore to the extent permitted by law; and (b) if such
change permits the corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or
officers or to provide broader indemnification rights or rights to the
advancement of expenses

                                    18 of 19



than the corporation was permitted to provide prior to such change, then
liability thereupon shall be so limited and the rights to indemnification and
the advancement of expenses shall be so broadened to the extent permitted by
law.

                                    19 of 19

EX-3.34

                                                                    Exhibit 3.34

                            ARTICLES OF INCORPORATION

                                       OF

                             IOC - KANSAS CITY, INC.

     The undersigned natural person of the age of eighteen (18) years or more,
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri, hereby adopts the following Articles of
Incorporation:

                                    ARTICLE I

     The name of the corporation is IOC - Kansas City, Inc.

                                   ARTICLE II

     The address of the corporation's initial registered office in the State of
Missouri is 4520 Main Street, Suite 1100, Kansas City, MO 64111. The name of the
corporation's initial registered agent at such address is SNR Registered Agent
Services, Inc.

                                  ARTICLE III

     The corporation shall have authority to issue one thousand (1,000) shares
of no par value common stock. There shall be no preferences, qualifications,
limitations, restrictions, or special or relative rights, including convertible
rights, in respect of the shares herein authorized.

                                   ARTICLE IV

     Holders of issued and outstanding shares of any class of stock of the
corporation shall not have a preemptive right to subscribe for or acquire any
shares of stock of such class or any other class, or any other securities of any
kind, hereafter issued by the corporation.

                                   ARTICLE V

     Each outstanding share of common stock of this corporation shall be
entitled to one vote on each matter submitted to a vote of the shareholders,
including, but not limited to, the election of the directors of this corporation
and the holders of issued and outstanding shares of common stock of this
corporation shall not have cumulative voting rights with respect to the election
of directors of this corporation.

                                   ARTICLE VI

     The name and place of residence of the Incorporator are Michael J. Van
Dyke, 1207 West 114th Terrace, Kansas City, Missouri 66114.

                                  ARTICLE VII

     The number of directors to constitute the first Board of Directors of the
corporation is three (3). Thereafter, the number of directors shall be fixed by,
or in the manner provided in, the



Bylaws of the corporation. Any change in the number of directors shall be
reported to the Secretary of State within thirty (30) calendar days of such
change.

                                  ARTICLE VIII

     The original Bylaws of the corporation shall be adopted in any manner
provided by law. Thereafter, the Bylaws of the corporation may from time to time
be altered, amended or repealed, or new bylaws may be adopted, in any of the
following ways: (i) by the affirmative vote, at any meeting of the shareholders,
of the holders of a majority of the outstanding shares of stock of the
corporation entitled to vote; or (ii) by resolution adopted by the Board of
Directors at a meeting thereof; or (iii) by unanimous written consent of all of
the shareholders entitled to vote or by unanimous written consents of all of the
directors in lieu of a meeting; provided, however, that the power of the
directors to alter, amend, suspend or repeal the Bylaws or any portion thereof
may be denied as to any Bylaws or portion thereof enacted by the shareholders if
at the time of such enactment the shareholders shall so expressly provide.

                                   ARTICLE IX

     The duration of the corporation is perpetual.

                                    ARTICLE X

     The corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.

                                   ARTICLE XI

     The corporation is organized for profit, and the nature of its business or
purposes to be conducted or promoted is to engage in any lawful act or activity
for which corporations may be organized under the laws of the State of Missouri.

     IN WITNESS WHEREOF, these Articles of Incorporation have been executed this
17th day of February, 2000.

                                                             /s/ Illegible
                                                             -------------------
                                                             Incorporator

                                      -2-



STATE OF MISSOURI       )
                        ) ss
COUNTY OF JACKSON       )

     I, Carmen M. Wesson, a notary public, do hereby certify that on the 17th
day of February, 2000, personally appeared before me, Michael J. Van Dyke, who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator, and that the statements therein contained
are true.


                                                 Carmen M. Wesson
                                                 -------------------------------
                                                 Notary Public

     CARMEN M. WESSON
NOTARY PUBLIC STATE OF MISSOURI
       CLAY COUNTY
MY COMMISSION EXE MARCH 23, 2000

                                      -3-

EX-3.35

                                                                    Exhibit 3.35

                                     BY-LAWS

                                       OF

                            IOC - KANSAS CITY, INC.

                             A Missouri Corporation

                               ARTICLE I - OFFICES

     The principal office shall be at such place as the Board of Directors shall
designate, which location may be changed by such Board of Directors and may be
within or without the State of Missouri, as the Board of Directors shall
determine. The corporation may also have offices at such other places both
within and without the State of Missouri as the Board of Directors may from time
to time determine or the business of the corporation may require.

                            ARTICLE II - SHAREHOLDERS
                            -------------------------

Section 2.1. Annual Meeting
- ---------------------------

     The annual meeting of shareholders for the election of directors and for
the transaction of such other business as may properly come before the meeting,
shall be held at the principal offices of the corporation or at such other place
(either within or without the State of Missouri) and on a date and time as the
Board of Directors may determine. If the day fixed for the annual meeting shall
be a legal holiday, such meeting shall be held on the next succeeding business
day at the same hour.

Section 2.2 Special Meetings
- ----------------------------

     Special meetings of the shareholders for any purpose or purposes prescribed
in the notice of the meeting, may be called by any member of the Board of
Directors, by the President, or by holders of not less than twenty percent (20%)
of the outstanding shares of stock of the corporation, and shall be held at such
place, on such date, and at such time as they or he shall fix.

Section 2.3. Notice of Meetings
- -------------------------------

Written notice of the place, date, and time of all meetings of the shareholders
shall be given, not less than ten (10) nor more than fifty (50) days before the
date on which the meeting is to be held, to each shareholder entitled to vote at
such meeting, except as otherwise provided herein or as required from time to
time by The General and Business Corporation Law of the State of Missouri or the
Articles of Incorporation of the corporation. In case of a special meeting, the
purpose or purposes for which the meeting is called shall also be stated in the
notice.



     When a meeting is adjourned to another place date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that I the date of any adjourned meeting is more than ninety (90) days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the 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 2.4. Quorum and Conduct of Business
- -------------------------------------------

     At any duly called meeting of the shareholders a majority of the shares of
stock issued and entitled to vote, represented in person or by proxy, shall
constitute a quorum, and the vote of the holders of a majority of the issued and
outstanding shares of stock of the corporation represented at any meeting where
a quorum is present, in person or by proxy, shall be the act of the corporation
("Shareholder Action"). If a quorum shall fail to attend any meeting, the
chairman of the meeting or the holders of a majority of the shares of the stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date or time.

Section 2.5. Organization
- -------------------------

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest raking officer of the corporation who is
present shall call to order any meeting of the shareholders and act as chairman
of the meeting. In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.

Section 2.6. Conduct of Business
- --------------------------------

     The chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

Section 2.7. Proxies and Voting
- -------------------------------

     At any meeting of the shareholders every shareholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Each shareholder
shall have one 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.

     All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a shareholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the shareholder 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.



Section 2.8. Action of Shareholders Without a Meeting
- -----------------------------------------------------

     Any action required or permitted to be taken by the shareholders at a
meeting of the shareholders may be taken without a meeting, without prior notice
and without a vote if all shareholders before or after the action, shall
individually and collectively consent in writing to such action. Such written
consents shall be filed with the minutes of the proceedings of the shareholders.
Such action by written consent shall have the same force and effect as a
unanimous vote of such shareholders at a duly called, noticed and held
shareholders meeting.

Section 2.9. Stock List
- -----------------------

     A complete list of shareholders entitled to vote at any meeting of
shareholders arranged in alphabetical order for each class of stock and showing
the address of each such shareholder and the number of shares registered in his
name, shall be open to the examination of any such shareholders, 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 beheld, 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 kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such shareholder who is
present. The list shall presumptively determine the identity of the shareholders
entitled to vote at the meeting and the number of shares held by each of them.

                        ARTICLE III - BOARD OF DIRECTORS

Section 3.1. Number and Term of Office
- --------------------------------------

     The number of directors to constitute the Board of Directors ("Board") of
the corporation shall be three (3) unless such number is increased or decreased
by shareholder action, provided that any change in the number of directors is
reported to the Secretary of State within thirty (30) calendar days of such
change. Subject to death, resignation or removal in the manner provided herein
or by law, each director shall hold office for a term of one (1) year or until
his successor is elected and qualified.

Section 3.2. Removal
- --------------------

At a special meeting called expressly for that purpose, any one or more
directors or the entire board of directors may be removed, with or without
cause, by a vote of the majority of shareholders entitled to vote at an election
of directors. Such meeting shall be held at the principal place of business or
registered office of the corporation on such date and at such time as set forth
in the notice of the meeting.

Section 3.3. Vacancies
- ----------------------



     If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a successor for the
unexpired term of such director may be filled by a majority of the directors
then in office although less than a quorum, or by a sole remaining director.

Section 3.4. Annual Meetings
- ----------------------------

     The annual meeting of the Board shall be held immediately following the
annual meeting of shareholders provided for in Article II. Notice of the place,
date and time of each such annual meeting shall be given to each director, by
whom it is not waived (attendance at the meeting shall be deemed a waiver of
notice), by mailing written notice not less than three (3) days before the
meeting or by telegraphing or telecopying the same not less than eighteen (18)
hours before the meeting. The Board shall elect the corporation's officers and
transact any and all other business of the corporation at the annual meeting.

Section 3.5 Regular Meetings
- ----------------------------

     Regular meetings of the Board shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board and publicized among all directors. A notice of each regular meeting
shall not be required.

Section 3.6 Special Meetings
- ----------------------------

     Special meetings of the Board may be called by any director or officer of
the corporation, to be held on such date and at such time as the director or
officer calling the meeting shall fix. Such special meeting shall be held at the
principal office of the corporation or at such other place as a majority of the
directors may agree. Notice of the place, date and time of each such special
meeting shall be given to each director by whom it is not waived by mailing
written notice not less than three (3) days before the meeting or by
telegraphing or telecopying the same not less than eighteen (18) hours before
the meeting. Unless otherwise indicted in the notice thereof, any and all
business may be transacted at a special meeting.

Section 3.7 Quorum
- ------------------

     At any meeting of the Board, a majority of the acting directors shall
constitute a quorum for the transaction of business, and the consent or
concurrence of a majority of the directors present at any meeting where a quorum
exists, shall be the act of the Board. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place,
date or time, without further notice or waiver thereof.

Section 3.8. Participation in Meetings by Conference Telephone
- --------------------------------------------------------------

     Members of the Board, or of any committee thereof, may participate in a
meeting of such board or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other. Such participation shall constitute presence in person at
such meeting.



Section 3.9. Action of Directors Without a Meeting
- --------------------------------------------------

     Any action required or permitted to be taken by the Board at any meeting of
the Board or a committee thereof may be taken without a meeting, if all members
of the Board or a committee thereof, before or after the action, shall consent
in writing to such action. Such written consents shall be filed with the minutes
of the proceedings of the Board or committee, as the case may be. Such action by
written consent shall have the same force and effect as a unanimous vote of such
directors at a duly called, noticed, and held Board meeting.

Section 3.10. Powers
- --------------------

     The Board may, except as reserved to the shareholders pursuant to the
Articles of Incorporation of the corporation or as otherwise limited by
applicable law, exercise all such powers and do all such acts and things as may
be exercised or done by a corporation.

Section 3.11. Compensation of Directors
- ---------------------------------------

     Directors, as such, may receive, pursuant to resolution of the Board, fixed
fees and other compensation for their services as directors, including, without
limitation, their services as members of committees of the directors.

Section 3.12. Waiver of Notice
- ------------------------------

     Attendance by a director at a meeting shall constitute a waiver of notice
of such meeting, except when a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting was
not lawfully called. A director of the corporation who is present at a meeting
of the Board at which action on any corporate matter is taken shall be presumed
to have consented to the action taken unless his contrary vote is recorded or
his dissent is otherwise entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

                             ARTICLE IV - COMMITTEES

The Board, by resolution adopted by a majority of all of the directors, may
create one (1) or more committees and appoint members of the Board to serve on
the committee or committees. Each committee shall have two (2) or more members,
who serve at the pleasure of the Board.

     Unless the appointment by the Board requires a greater number, a majority
of any committee shall constitute a quorum and a majority of a quorum is
necessary for committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of these Bylaws or
action by the Board, the committee, by majority vote of its members, shall
determine the time and place of meetings and the notice required therefor.



     To the extent specified by the Board or in the Articles of Incorporation or
these Bylaws, each committee specified by the Board or in the Articles of
incorporation or these Bylaws, each committee may exercise the authority of the
Board under the General and Business Corporation Law of Missouri; provided,
however, a committee may not:

          (1)  authorized distributions;
          (2)  approve or recommend to shareholders any act the General and
               Business Corporation Law of Missouri requires to be approved
               shareholders;
          (3)  fill vacancies on the Board or on any of its committees;
          (4)  elect or remove officers or fix the compensation of any member of
               the committee;
          (5)  adopt, amend or repeal these Bylaws;
          (6)  approve a plan of merger not requiring shareholder approval;
          (7)  authorize or approve reacquisition of shares, except according to
               a general formula or method prescribed by the Board;
          (8)  authorize or approve the issuance or sale, or contract for sale,
               of shares or determine the designation and relative rights,
               preferences and limitations of a series of shares, except that
               the Board may direct a committee to fix the specific terms of the
               issuance or sale or contract for sale or the number of shares to
               be allocated to particular employees under an employee benefit
               plan; or
          (9)  amend, alter, repeal or take action inconsistent with any
               resolution or action of the Board.

                              ARTICLE V - OFFICERS

Section 5.1 Number
- ------------------

     The officers of the corporation shall be a Chairman of the Board (if
elected), a President, one or more Vice Presidents, a Treasurer and a Secretary,
each of whom shall be elected by the Board.

     The Board may appoint other officers if they deem necessary, who shall have
such authority and shall perform such duties as from time to time may be
prescribed by the Board. Any two or more offices may be held by the same person.

Section 5.2 Election and Term of Office
- ---------------------------------------

     The officers of the corporation shall be elected annually by the Board at
the annual meeting of the Board held after each annual meeting of shareholders.
If the election of officers is not held at that meeting, the election shall be
held as soon thereafter as practicable. Vacancies may be filled or new offices
filled at any meeting of the Board. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.



Section 5.3. Removal
- --------------------

     Any officer or agent of the corporation may be removed by the Board
whenever in its judgment the best interests of the corporation would be served
thereby.

Section 5.4 Vacancies
- ---------------------

     A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board for the unexpired
portion of the term.

Section 5.5. Bonds
- ------------------

     If the Board by resolution shall so require, any officer or agent of the
corporation shall give bond to the corporation in such amount and with such
surety as the Board may deem sufficient, conditioned upon the faithful
performance of their respective duties and offices.

Section 5.6. Chairman of the Board
- ----------------------------------

     The Chairman of the Board (if elected) shall preside at all meetings of the
Board. He shall be consulted on important matters of policy and may be consulted
by the corporation's executives on other matters. He may be given supervisory
authority in specific matters by action of the Board and shall perform such
other duties as may from time to time be assigned to him by the Board. He shall,
when authorized or directed by the Board, execute instruments in writing on
behalf of the corporation.

Section 5.7. President
- ----------------------

     The President shall be the chief executive officer of the corporation and
shall in general supervise all of the business and affairs of the corporation.
The President shall preside at all meetings of the shareholders. In the absence
of the Chairman of the Board, he shall preside at all meetings of the Board. He
may sign, with the Secretary or any other proper officer of the corporation
thereunto authorized by the Board, certificates for shares of the corporation,
any deeds, mortgages, bonds, contracts or other instruments which the Board has
authorized to be executed, except in cases where the singing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of President and such other duties as may be prescribed by the
Board from time to time.

Section 5.8. Vice Presidents
- ----------------------------

     In the absence of the President or in the event of his inability or refusal
to act, and if elected, the Vice President (or, in the event there is more than
one Vice President, Vice Presidents in the order designated, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the President. Any Vice President may sign, with the



Secretary or an Assistant Secretary, certificates for shares of the corporation;
and shall perform those other duties which from time to time may be assigned to
him by the Board or by the chief executive officer.

Section 5.9. Treasurer
- ----------------------

     The Treasurer, if elected, shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation and (b) in general,
perform all duties incident to the office of Treasurer and all other duties as
from time to time may be assigned to him by the Board or the Chief Executive
Officer.

Section 5.10. Secretary
- -----------------------

     The Secretary shall: (a) keep the minutes of the shareholders' and the
Board meetings in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be a custodian of the seal of the corporation and see that
the seal of the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these Bylaws; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign, with the President or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board; (f) have general charge of the transfer books of the
corporation; and (g) in general, perform all duties incident to the office of
Secretary and all other duties as from time to time may be assigned to him by
the Board or the chief executive officer.

Section 5.11. Assistant Treasurers and Assistant Secretaries
- ------------------------------------------------------------

     The Assistant Secretaries, if elected, as thereunto authorized by the
Board, may sign with the President or Vice President certificates for shares of
the corporation, the issuance of which shall have been authorized by a
resolution of the Board. The Assistant Treasurers and Assistant Secretaries, in
general, shall perform such duties as shall be assigned to them by the Treasurer
or the Secretary, respectively, or by the Board or the chief executive officer.

Section 5.12. Delegation of Authority
- -------------------------------------

     The Board may from time to time delegate the powers or duties of any
officer to any other officers or agents, notwithstanding any provision hereof.

Section 5.13. Action with Respect to Securities of Other Corporations
- ---------------------------------------------------------------------

     Unless otherwise directed by the Board, the chief executive officer shall
have power to vote and otherwise act on behalf of the corporation, in person or
by proxy, at any meeting of the shareholders of, or with respect to any action
of shareholders of any other corporation, which power the corporation may
possess by reason of its ownership of securities of such other corporation.



               ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.1. Contracts
- ----------------------

     The Board may authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to
specific instances.

Section 6.2. Loans
- ------------------

     No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.

Section 6.3. Checks, Drafts, etc.
- --------------------------------

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the Board.

Section 6.4. Deposits
- ---------------------

     All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board may select.

                   ARTICLE VII - INDEMNIFICATION OF DIRECTORS,
                              OFFICERS AND OTHERS

     The corporation shall indemnify and hold harmless any person who was or is
a party to or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was 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 expenses, losses, costs and damages
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he 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 his
conduct unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he 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 that his
conduct was unlawful.



     The corporation shall indemnify and hold harmless any person who was or is
a party to or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or it or was 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
expenses, including attorneys' fees and amounts paid in settlement actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which the action or suit was brought determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     To the extent that a director, officer, employee or agent of the
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to herein, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
action, suit or proceeding.

     Any indemnification hereunder (unless required by law or ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in this Article. Such determination shall be made (1) by
the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
shareholders of the corporation.

     Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
the action, suit or proceeding as authorized by the Board in the specific case
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determine
that he is entitled to be indemnified by the corporation as authorized in this
Article.

     The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
the Articles of Incorporation or these Bylaws or any agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.



     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
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprises 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 Section 351.355 of the General and Business Corporation Law of
Missouri as amended.

     The corporation may provide such further indemnity, in addition to the
indemnity provided by this Article to any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
that no such indemnity shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been knowingly fraudulent,
deliberately, or willful misconduct.

     The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
reduced by any amounts such person may collect as indemnification (i) under any
policy of insurance purchased and maintained in his behalf by the corporation,
or (ii) from such other corporation, partnership, joint venture, trust or other
enterprise, or from insurance purchased by any of them.

     Nothing contained in this Article VII, or elsewhere in these Bylaws, shall
operate to indemnify any director or officer if such indemnification is for any
reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Act of 1934, or
any other applicable state or federal law.

     For purposes of this Article, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation in the
same - capacity.

                              ARTICLE VIII - STOCK

Section 8.1. Certificates of Stock
- ----------------------------------

     Each shareholder shall be entitled to a certificate signed by, or in the
name of the corporation, by the President or a Vice-President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him. Any or all of the signatures on
the certificate may be facsimile.



Section 8.2. Transfers of Stock
- -------------------------------

     Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 8.4 of this Article VIII of
these Bylaws, an outstanding certificate for the number of shares involved shall
be surrendered for cancellation before a new certificate is issued therefor.

Section 8.3. Record Date
- ------------------------

     The Board may fix a record date, which shall not be more than fifty (50)
nor less than ten (10) days before the date of any meeting of shareholders nor
more than fifty (50) days prior to the time for any other action hereinafter
described, as of which there shall be determined the shareholders who are
entitled: (i) to notice of or to vote at any meeting of shareholders or any
adjournment thereof; (ii) to express consent to corporate action in writing
without a meeting; (iii) to receive payment of any dividend or other
distribution or allotment of any rights; or (iv) to exercise any rights with
respect to any change, conversion or exchange of stock or with respect to any
other lawful action.

Section 8.4. Lost, Stolen or Destroyed Certificates
- ---------------------------------------------------

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

Section 8.5. Regulations
- ------------------------

     The issue, transfer, conversion and registration shall be governed by such
other regulations as the Board may establish.

                              ARTICLE IX - NOTICES

Section 9.1. Notices
- --------------------

     Whenever notice is required to be given to any shareholder, director,
officer or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a prepaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such shareholder, director, officer
or agent at his or here address as the same appears on the books of the
corporation. The time when such notice is deposited in the United States mail
shall be the time of the giving of the notice, or if personally delivered, the
time of receipt shall be the time of such notice.

Section 9.2. Waivers
- --------------------



     A written waiver of any notice, signed by a shareholder, director, officer
or agent, whether before or after the time of the event for which notice is to
be given, shall be deemed equivalent to the notice required to be given to such
shareholder, director, officer or agent. Neither the business nor the purpose of
any meeting need be specified in such a waiver. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened. In addition, any consents signed pursuant to Section 2.8 or Section
3.9, shall constitute a waiver of notice of a meeting.

                            ARTICLE X - MISCELLANEOUS

Section 10.1 Facsimile Signatures
- ---------------------------------

     In addition to the provision for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signature of any officer or
officers of the corporation may be used whenever and as authorized by the Board
or a committee thereof.

Section 10.2 Conflicts
- ----------------------

     Directors and officers shall exercise their powers in good faith and with a
view to the interests of the corporation. No contract or other transaction
between the corporation and one or more of its directors, or between the
corporation and any corporation, firm or association in which one or more of its
directors are directors or are financially interested, shall be either void or
voidable because such director or directors are present at the meeting of the
Board or a committee thereof which authorizes or approves the contract or
transaction, or because his, her or their votes are counted for such purpose, if
the circumstances specified in any of the following subdivisions exist:
                               ---

     (a)  The fact of the common directorship or financial interest is disclosed
          or known to the board or committee and noted in the minutes, and the
          Board or committee authorizes, approves or ratifies the contract or
          transaction in good faith by a vote sufficient for the purpose.

     (b)  The fact of the common directorship or financial interest is disclosed
          or known to the shareholders and they approve or ratify the contract
          or transaction in good faith by a majority vote or written consent of
          shareholders entitled to vote; the votes of common or interested
          director or directors shall be counted in any such vote of
          shareholders.

     (c)  The contract or transaction is fair as to the corporation at the time
          it is authorized or approved.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board or a committee thereof, which authorizes,
approves or ratifies a contract or transaction.



Section 10.3. Corporate Seal
- ----------------------------

     The Board of Directors may provide a suitable seal, containing the name of
the corporation, which seal shall be in the charge of the Secretary. IF and when
so directed by the Board or a committee thereof, duplicates of the seal may be
kept and used by the Treasurer or by the Assistant Secretary or Assistant
Treasurer.

Section 10.4. Reliance upon Books, Reports and Records.
- -------------------------------------------------------

Each director, each member of any committee designated by the Board, and each
officer of the corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the corporation, including reports made to the corporation by any of its
officers, by an independent certified public accountant or by an appraiser
selected with reasonable care.

Section 10.5. Fiscal Year
- -------------------------

     The fiscal year of the corporation shall be as fixed by the Board.

Section 10.6. Time Periods
- --------------------------

     In applying any provision of these Bylaws which requires that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded and the
day of the event shall be included.

Section 10.7. Inconsistencies
- -----------------------------

     In the event of any inconsistencies between any provisions of these Bylaws
and any provisions of the Articles of Incorporation of the corporation or
applicable statute, the Articles of Incorporation or such statute shall control.

Section 10.8. Gender
- --------------------

     The use of the masculine herein shall be considered to be neutral as to
gender and shall be inclusive of the masculine and feminine.

                             ARTICLE XI - AMENDMENTS

     These Bylaws may be amended or repealed.

     IN WITNESS WHEREOF, these Bylaws were adopted as of the 17 day of February,
2000.

EX-3.36

                                                                    Exhibit 3.36

                            ARTICLES OF ORGANIZATION
                                       OF
                         ISLE OF CAPRI BETTENDORF, L.C.

TO:    THE IOWA SECRETARY OF STATE

          Pursuant to Section 490A.301 of the Iowa Limited Liability Company
Act, the undersigned hereby adopts the following Articles of Organization for
the limited liability company:

                                    ARTICLE I
                                    ---------

                                      Name
                                      ----

          The name of the limited liability company is Isle of Capri Bettendorf,
L.C.:

                                   ARTICLE II
                                   ----------

                 Initial Registered Agent and Registered Office
                 ----------------------------------------------

          The name of the limited liability company's initial registered agent
and the street address of the limited liability company's initial registered
office are:

                Curtis E. Beason
                220 N Main Street, Ste. 600
                Davenport, IA 52801

                                   ARTICLE III
                                   -----------

                                Principal Office
                                ----------------

          The street address of the limited liability company's principal office
is:

                1777 Lady Luck Parkway
                Bettendorf, Iowa 52722



                                   ARTICLE IV
                                   ----------

                               Period of Duration
                               ------------------

          The limited liability company's existence shall commence upon the
acceptance of these Articles of Organization the Iowa Secretary of State under
the Iowa Limited Liability Company Act and shall continue, unless dissolved
sooner in accordance with the terms of the Operating Agreement or by operation
of law, for a period of thirty (30) years.

                                   ARTICLE V
                                   ---------

                                   Liability
                                   ---------

          No Member or Manager shall be personally liable for acts or debts of
the limited liability company.

                                   ARTICLE VI
                                   ----------

                                     Manager
                                     -------

          The business affairs of the limited liability company shall be
conducted by a Manager as provided in the Operating Agreement. No Member shall
have any authority to bind the limited liability company except as authorized by
the Manager. The Manager of the limited liability company shall not be
personally liable to the Company or its Members for any monetary damages, for
breach of fiduciary duties as Manager, except liability (i) for any breach of
the Manager's duty of loyalty to the Company or its Members; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; or (iii) for a transaction from which the Manager derive an
improper personal benefit or a wrongful distribution in violation of Iowa Code
Section 490A.807.

                                   ARTICLE VII
                                   -----------

                                 Indemnification
                                 ---------------

          1. Each person who is or has been a Manager of the Company (and the
agents, employees, successors and assigns of such person) who was or is made
party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, investigative or otherwise,
by reason of the fact that such person is or has been

                                      -2-



Manager of the Company or is or was serving at the request of the company as a
manager, director, officer, partner, trustee, employee or agent of another
limited liability company, corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (the "Indemnitee"), shall be
indemnified and held harmless by the Company to the fullest extent permitted by
applicable law. In addition to the indemnification conferred in this Article,
the indemnitee shall also be entitled to have paid directly by the Company, the
expenses reasonably incurred in defending any such proceeding against the
Indemnitee in advance of its final disposition, to the fullest extent authorized
by applicable law.

          2. The Company may, by action of its Manager, provide indemnification
to such officers, employees and agents of the Company to such extent and to such
effect as the Manager shall determine to be appropriate and authorize by
applicable law.

          3. The rights conferred in this Article shall not be exclusive of any
other rights under any statute, provision of the Articles of Organization or
Operating Agreement of the Company, agreement, vote of the Members of the
Company or otherwise.

          4. Any repeal or amendment of this Article by the Company shall not
adversely affect any right to indemnification existing at the time of such
repeal or amendment.

                                  ARTICLE VIII
                                  ------------

                                    Organizer
                                    ---------

                                Curtis E. season
                                 Lane & Waterman
                            220 North, Main, Ste. 660
                              Davenport, IA 52801

                                   ARTICLE IX
                                   ----------

                                    Existence
                                    ---------

          The Company's existence shall commence on the date in which the
Secretary of State of the State of Iowa shall issue a Certificate of
Organization for the Company.

          Dated this 16th day of December, 1999.


                                                     /s/ Curtis E. Beason
                                                     ---------------------------
                                                     Curtis E. Beason
                                                     (Attorney), Organizer

                                      -3-



STATE OF IOWA          )
                       ) SS:
COUNTY OF SCOTT        )

          On this 16 th day of December, 1999, before me, the undersigned, a
Notary Public in and for said County and said State personally appeared Curtis
E. Beason, to me known to be the identical person named in and who executed the
foregoing instrument, and acknowledged that he executed the same as his
voluntary act and deed of said limited liability company.


                                                /s/ Illegible
                                                --------------------------------
                                                Notary Public in and for said
                                                county and state

- --------------------------------
[GGRAPHIC]    KENDRAL BECK
          MY COMMISSION EXPIRES
             October 28,2000
- --------------------------------

                                      -4-



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

                                      IOWA                      No. W00232894
                                                                Date: 03/07/2000

                               SECRETARY OF STATE

490DLC-000235137
ISLE OF CAPRI BETTENDORF, L.C.

                        ACKNOWLEDGMENT OF DOCUMENT FILED

The Secretary of State acknowledges receipt of the following document:

     Articles of Merger

The document was filed on March l, 2000, at 03:21 PM, to be effective as of
March 1, 2000, at 03:21 PM.

The amount of $50.00 was received in full payment of the filing fee.


 [GRAPHIC]                                /s/ CHESTER J. CULVER
                                          ------------------------------------
                                          CHESTER J. CULVER, SECRETARY OF STATE

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



                               ARTICLES OF MERGER

                                       OF

                         ISLE OF CAPRI BETTENDORF, L.C.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

     Pursuant to section 490A.1204 of the Iowa Limited Liability Company Act,
the undersigned, being duly authorized managers of the two merging limited
liability companies, adopts the following Articles of Merger.

          1. The parties to the merger are Lady Luck Bettendorf, L.C., an Iowa
     limited liability company ("LLB"), and Isle of Capri Bettendorf, L.C., an
     Iowa limited liability company ("ICB").

          2. LLB shall merge into ICB with the surviving entity being ICB. Upon
     the effective date of the merger, the membership interests of LLB shall be
     cancelled, in return the members of LLB shall receive proportionate
     membership interests in ICB.

          3. The Articles of Organization of LLB shall be cancelled and the
     Articles of Organization of ICB shall be amended to reflect this merger.

          4. The effective date of this merger shall be upon filing.

          5. The Plan of Merger was duly authorized and unanimously approved by
     each entity in accordance with Iowa Code Section 490A.1203 of the Iowa
     Limited Liability Company Act.



     Dated this 1st day of March, 2000.

                                            LADY LUCK BETTENDORF, L.C.


                                            By: /s/ Bernard Goldstein
                                                --------------------------------
                                                Bernard Goldstein, Manager


                                            ISLE OF CAPRI BETTENDORF, L.C.


                                            By: /s/ Bernard Goldstein
                                                --------------------------------
                                                Bernard Goldstein, Manager

                                       2



                                 PLAN OF MERGER

     THIS PLAN OF MERGER is made this 1st day of March, 2000, by and between
Lady Luck Bettendorf, L.C. ("LLB"), a limited liability company organized under
the laws of the State of Iowa, and Isle of Capri Bettendorf, L.C. ("ICB"), a
limited liability company organized under the laws of the State of Iowa. Said
entities are hereinafter jointly referred to as the "Merging Businesses".

     WHEREAS, the respective members of the Merging Businesses desire that LLB
be merged into ICB, in accordance with the laws of the State of Iowa.

     NOW, THEREFORE, in consideration of the mutual convents and agreements set
forth below, the Merging Businesses hereby agree to merge and become one entity
in accordance with the terms and conditions set forth below:

     1.   Merger.

     The Merging Businesses hereby agree that LLB shall be merged into ICB.

     2.   Name of Surving Business.

     The name of the merged entity shall be "Isle of Capri Bettendorf, L.C."

     3.   Equity Interests.

     LLB currently has two (2) members and ICB currently has one (1) member.

     4.   Manner of Converting Interests.

     The means of effecting the merger provided for in this Plan, and the manner
of converting the Membership Interests of LLB into ICB membership interests
shall be as follows:



     As of the Merger Date (as defined below), each membership interest of ICB
and LLB shall be cancelled, and in return Bettendorf Riverfront Development
Company, L.C. and Lady Luck Quad Cities, Inc. shall each receive a 50%
membership interest in ICB. Whereas Lady Luck Gaming Corporation's subsidiary,
Lady Luck Quad Cities, Inc., will receive a 50% membership interest, Lady Luck
Gaming Corporation's membership interest in ICB shall not be reissued.

     5.   Merger Date.

     The Merger provided for in this Plan shall become effective upon filing of
the Articles of Merger with the Iowa Secretary of State ("Merger Date").

     6.   Articles of Organization and Operating Agreement.

     The Articles of Organization of ICB shall not be amended as a result of
this Plan, and the Articles of Organization in effect prior to the Merger Date
shall continue to be the Articles of Organization for ICB. The Operating
Agreement for ICB, a copy of which is attached hereto as Exhibit A, shall
continue to be the Operating Agreement for ICB following the Merger Date.

     7.   Authorization.

     This Plan and the merger transaction contempled by this Plan have been
approved by the members of both ICB and LLB.

                                       2



     8.   Articles of Merger.

     The parties shall prepare Articles of Merger in accordance with Section
490A.1204 of the statutes of the State of Iowa. Said articles shall be filed
with the Iowa Secretary of State on or before the Merger Date.

     IN WITNESS WHEREOF, the Merging Businesses, being duly authorized, have
executed this Plan of Merger as of the day and year first above written.

                                            LADY LUCK BETTENDORF, L.C.


                                            By /s/ Bernard Goldstein
                                               ---------------------------------
                                               Bernard Goldstein, Manager


                                            ISLE OF CAPRI BETTENDORF, L.C.


                                            By /s/ Bernard Goldstein
                                               --------------------------------
                                               Bernard Goldstein, Manager



                        RESTATED ARTICLES OF ORGANIZATION
                                       OF
                           LADY LUCK BETTENDORF, L.C.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

     Pursuant to Section 490A of the Iowa Code, the undersigned company adopts
the following Restated Articles of Organisation.

1.   The name or the company is LADY LUCK BETTENDORF, L. C..

2.   The following amendment of the Articles of Organization was adopted by the
     membership of the company on December 13, 1994 in the manner prescribed
     by Section 490A of the Iowa Code:

          "ARTICLE V. Members
                      -------

          The initial members are:

                           Lady Luck Quad Cities, Inc.
                                       and
                Bettendorf Riverfront Development company, L.C."

3.   The duly adopted Restated Articles of Organization supersede the original
     Articles of organization and all amendments to them.

4.   The Restated Articles or Organization amend the Articles of Organization
     requiring membership approval. The Restated Articles of Organization were
     approved unanimously by the members. The number of members, number of votes
     entitled to be cast on the Restated Articles of Organisation is as follows:

                   VOTES ENTITLED     VOTES
     NUMBER OF     TO BE CAST ON      REPRESENTED
     MEMBERS       AMENDMENT          AT MEETING
        2              2                   2

     4A. The total number of undisputed votes cast for the Restated Articles of
     Organisation by the membership was:

      VOTES      VOTES
      FOR        AGAINST
       2           0



                             ARTICLES OF DISSOLUTION
                                       OF
                BETTENDORF RIVERFRONT DEVELOPMENT COMPANY, L.C.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

     Pursuant to the provisions of the Iowa Limited Liability Company Act, the
undersigned limited liability company adopts the following Articles of
Dissolution for the purpose of dissolving the company:

     1.   The name of the company is Bettendorf Riverfront Development Company,
          L.C.

     2.   The Articles of Organization of the company were filed with the office
          of the Iowa Secretary of State on May 16, 1994. Restated Articles of
          Organization were filed on July 28, 1994.

     3.   The reason for these Articles of Dissolution is that the sole member
          has determined that the company is no longer necessary and wishes to
          have the company's remaining assets distributed to the member and the
          company dissolved.

     4.   The Articles of Dissolution shall take effect upon filing with the
          Secretary of State.

Dated                   , 2000.
     -------------------

                                            BETTENDORF RIVERFRONT
                                            DEVELOPMENT COMPANY, L.C.


                                            By /s/ John M. Gallaway
                                               ---------------------------------
                                               John M. Gallaway, Manager



                        AGREEMENT AND PLAN OF LIQUIDATION

          AGREEMENT AND PLAN OF LIQUIDATION made this       day of March 2000,
                                                      -----
between ISLE OF CAPRI CASINOS, INC., a Delaware corporation (hereinafter called
the Member), and BETTENDORF RIVERFRONT DEVELOPMENT COMPANY, L.C., an Iowa
limited liability company (hereinafter called the Company).

          WHEREAS, the Member owns 100% of the membership interests of the
Company; and

          WHEREAS, the Member wishes to approve, authorize, and consent to the
voluntary dissolution of the Company in accordance with the Iowa Limited
Liability Company Act.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. The Member approves, authorizes, and consents to the voluntary
dissolution of the Company, such dissolution to be effected as promptly as
possible and in accordance with the plan of liquidation set forth in this
Agreement.

          2. The Member hereby authorizes the manager of the Company to file
Articles of Dissolution with the Secretary of State of the State of Iowa.

          3. The Member hereby resolves that after payment of the Company's
debts, or provision is made therefor, the manager of the Company shall
distribute all of the remaining property of the Company in complete cancellation
or redemption of the Member's membership interests, such distribution to be made
as promptly as practicable.

          4. The parties intend that to the extent Internal Revenue Code Section
332 is applicable to this Agreement and the transactions contemplated hereunder,
this Agreement and said transactions shall be a tax free liquidation under
Internal Revenue Code Section 332.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Liquidation to be executed by their respective duly authorized officer
and manager as of the day and year first above written.

BETTENDORF RIVERFRONT                       ISLE OF CAPRI CASINOS, INC.
DEVELOPMENT COMPANY, L.C.


By: /s/ John M. Gallaway                    By: /s/ John M. Gallaway
   -------------------------                  --------------------------------
    John M. Gallaway, Manager                   John M. Gallaway, President

EX-3.37

                                                                    Exhibit 3.37

              OPERATING AGREEMENT OF ISLE OF CAPRI BETTENDORF, L.C.
              -----------------------------------------------------
                       an Iowa limited liability company
                       ---------------------------------

          THIS OPERATING AGREEMENT is executed, effective as of the 20th day of
December, 1999, by and between Isle of Capri Bettendorf, L.C., an Iowa limited
liability company (the "Company") and Lady Luck Gaming Corporation, its sole
member.

                                    ARTICLE I
                                    ---------

                                    Formation
                                    ---------

          1.1. Organization. Pursuant to the provisions of Iowa Code Chapter
               ------------
490A, the Company shall be formed as an Iowa limited liability company. The
Articles of Organization of the Company to be filed with the Iowa Secretary of
State are attached hereto as Exhibit "A".

          1.2. Principal Place of Business. The principal place of business of
               ---------------------------
the Company shall be 1777 Lady Luck Parkway, Scott County, Bettendorf, Iowa.

          1.3. Registered Office and Registered Agent. The registered office and
               --------------------------------------
registered agent of the Company shall be:

          Curtis E. Beason
          220 North Main
          Suite 600
          Davenport, IA 52801

          1.4. Member. The name and address of the initial member (the "Member")
               ------
and its address, initial capital contributions and membership interests
(hereafter the "Membership Interest") in the Company are set forth on Exhibit
"B" attached hereto.



          1.5. Purpose. The purpose of the Company shall be to engage in any
               -------
lawful business permitted by the Iowa Limited Liability Company Act.

                                   ARTICLE II
                                   ----------

                              Capital Contributions
                              ---------------------

          2.1. Initial Capital. The initial capital of the Company shall be
               ---------------
contributed to the Company by the Member, as set forth on Exhibit "B". The
Company and the Member acknowledge the receipt of the initial capital
contributions by said Member.

          2.2. No Interest. The Member shall not receive any interest on capital
               -----------
contributions to the Company.

          2.3. Capital Accounts. A separate capital account shall be maintained
               ----------------
for the Member. The Member's capital account shall be increased by:

          (i)  the amount of capital contributed by the Member to the Company;

          (ii) the net profits distributed to the Member.

The Member's capital account shall be decreased by:

          (i)  the amount of money distributed to the Member by the Company;

          (ii) the fair market value of the property distributed to the Member
               by the Company;

          (iii)the amount of net losses allocated to the Member.

          2.4. Membership Certificates. A Member's interest in the Company may
               -----------------------
be represented by a Certificate of Membership, the contents of which shall be
determined by the Member.

                                      -2-



          2.5. Additional Funds. If, at any time hereafter, the Company shall be
               ----------------
in need of additional funds for working capital purposes, the Member may be
required to make additional capital contributions to the Company.

                                   ARTICLE III
                                   -----------

                              Accounting and Taxes
                              --------------------

          3.1. Distributions. All distributions of cash and other property shall
               -------------
be made to the Member. All distributions shall be made in such amounts and at
such times as may be determined by the Manager. The Manager may establish
reasonable reserves which may be necessary to provide funds for improvements,
contingencies or working capital of the Company from time to time. No
distribution shall be made if the distribution would leave the Company unable to
pay its debts as they become due in the usual course of its business or the
Company's total assets would be less than the sum of its total liabilities.

          3.2. Loans to Company. Nothing herein shall prevent the Member from
               ----------------
making any secured or unsecured loan to the Company by agreement with the
Company.

          3.3. Taxes. The Manager shall cause the preparation and timely filing
               -----
of all tax returns required to be filed by the Company pursuant to the Internal
Revenue Code and all other tax returns required by each jurisdiction in which
the Company does business. Copies of all such returns, or the pertinent

                                      -3-



information therefrom, shall be furnished to the Member at its written request.

          3.4. Fiscal Year. The fiscal year of the Company shall end on the last
               -----------
Sunday in April of each year.

                                   ARTICLE IV
                                   ----------

                                   Management
                                   ----------

          4.1. Management. The business affairs of the Company shall be
               ----------
conducted by a manager. The initial manager shall be Isle of Capri Casinos, Inc.

          4.2. Power of Manager. Without limiting the generality of the
               ----------------
foregoing, the Manager, shall have the following powers:

          (a)  To acquire, hold and dispose of any real or personal property or
               interest therein at such price and upon such terms and conditions
               as the Manager may deem appropriate;

          (b)  To borrow money on behalf of the Company and as security therefor
               to encumber any or all of the Company's property to secure the
               repayment of the sums borrowed;

          (c)  To purchase liability and other insurance to protect the
               Company's property and business;

          (d)  To invest any Company's funds in bank accounts, time deposits,
               certificates of deposit, commercial paper or other investments
               and otherwise to conduct the Company's banking activities;

          (e)  To sell, exchange, convey or otherwise dispose of some or all of
               the Company's assets;

          (f)  To execute on behalf of the Company, all contracts, instruments
               and documents, including without limitation, checks, drafts,
               notes and other negotiable instruments, mortgages, deeds of
               trust, security agreements, financing statements, documents
               providing for the acquisition, mortgage

                                       -4-



               or disposition of the Company's property, assignments, bills of
               sale, leases, deeds and other instruments or documents necessary,
               in the sole opinion of the Manager for the operation of the
               business of the Company;

          (g)  To employ accountants, legal counsel, agents and other employees
               to perform services for the Company and to compensate them from
               Company funds;

          (h)  To enter into all other contracts or agreements on behalf of the
               Company to carry out the business of the Company;

          (i)  To declare and pay distributions to the Member, as provided
               herein;

          (j)  To do and perform all other acts as may be necessary or
               appropriate for the conduct of the Company's business which are
               not inconsistent with applicable law or this Operating Agreement.

          4.3. No Exclusive Duty to Company. The Manager shall exercise its
               ----------------------------
business judgment in the management of the business, operations and affairs of
the Company. The Manager shall not be required to devote all of its business
time to the affairs of the management of the Company and will have other
business interests and activities in addition to those of the Company.

          4.4. Manager's Liability. The Manager shall not be liable to the
               -------------------
Company or any Member for any loss suffered by the Company or a Member which
arises out of any act or omission by the Manager in the exercise of its judgment
in managing the affairs of the Company's business; however, this provision shall
not eliminate or limit the liability of the Manager for:

          (i)  breach of the Manager's duty of loyalty to the Company or its
               Member;

          (ii) acts or omissions not in good faith or which involve intentional
               misconduct or a knowing violation of law; or

                                      -5-



          (iii)transactions from which the Manager derives an improper personal
               benefit or a wrongful distribution in violation of Iowa Code
               Section 490A.807

          4.5. Indemnification of Manager. The Manager shall be indemnified by
               --------------------------
the Company to the full extent authorized by the law.

          4.6. Agents. The Manager may delegate a portion of its day to day
               ------
management responsibilities to an agent or agents and such agents shall have the
authority to contract for, negotiate on behalf of and otherwise represent the
interests of the Company, as so authorized by the Manager.

                                    ARTICLE V
                                    ---------

                        Rights and Obligations of Member
                        --------------------------------

          5.1. Limitation on Liability. No Member shall be personally liable for
               -----------------------
any debts or liabilities of the Company beyond the Member's initial capital
contribution to the Company, except those obligations which have been
specifically guaranteed in writing by the Member.

          5.2. Fiduciary Obligation. The Member shall have no fiduciary
               --------------------
obligation, including any obligation to make other opportunities available, to
the Company.

                                      -6-



                                   ARTICLE VI
                                   ----------

                                     Meetings
                                     --------

          6.1 Meetings. Meetings shall be held at the Company's principal office
              --------
at the time and date as may be established from time to time. Meetings may be
called for any purpose.

          6.2. Actions Without Meeting. All actions required or permitted to be
               -----------------------
taken at a meeting of the Member may be taken without a meeting if the action is
evidenced by a written consent describing the action taken and signed by the
Member for filing in the Company's records.

                                   ARTICLE VII
                                   -----------

                           Dissolution and Termination
                           ---------------------------

          7.1. Events of Dissolution. The Company shall be dissolved upon the
               ---------------------
occurrence of any of the following events:

          (i)  When the period fixed for the duration of the Company expires;

          (ii) Upon the approval of the Member;

          (iii)Upon the expulsion, bankruptcy or dissolution of the Member; or

          (iv) By the entry of a decree of judicial dissolution.

          7.2. Winding Up and Distribution. After the occurrence of an event
               ---------------------------
causing the dissolution of the Company, the Company shall wind up the Company's
affairs. Upon the winding up of the Company's affairs, the assets of the Company
shall be distributed in the manner provided by law. Upon the completion of the
winding up of the Company, articles of

                                      -7-



dissolution shall be delivered to the Iowa Secretary of State. Thereafter, the
existence of the Company shall cease.

          7.3. Non-Liability on Dissolution. Except as otherwise provided by
               ----------------------------
law, upon dissolution the Member shall look solely to the assets of the Company
for the return of capital contributions. The Member shall not be required to
restore any deficit in its capital account and any deficit in any capital
account shall not be treated as an asset of the Company. The winding up of the
affairs of the Company and the distribution of its assets shall be conducted by
the Manager.

                                  ARTICLE VIII
                                  ------------

                                   Amendments
                                   ----------

          Amendments may be made to this Operating Agreement or to the Articles
of Organization of the Company by the affirmative vote of the Member. A proposed
amendment to this Operating Agreement or to the Articles of Organization shall
be sent to the Member, by certified mail return receipt requested, at least ten
(10) days prior to any meeting called for the purpose of considering such
amendment. Any amendment which is approved by the Member shall become effective
at the time of approval. No amendment to the Articles of Organization or this
Operating Agreement may reduce or increase the Member's Membership Interest in
the Company without the Member's consent.

                                      -8-



                                   ARTICLE IX
                                   ----------

                            Miscellaneous Provisions
                            ------------------------

          9.1. Notices. Any notice, demand or communication required or
               -------
permitted to be given under any provision of this Operating Agreement shall be
deemed to have been given if the same is sent, postage prepaid, addressed to the
Member at the address as it appears in the Company's records. Any such notice
shall be deemed to have been given at the time of mailing.

          9.2. Applicable Law. This Operating Agreement shall be governed and
               --------------
construed by the laws of the State of Iowa and by the Iowa Limited Liability
Company Act.

          9.3. Further Assurances. The Member hereby agrees to execute such
               ------------------
other and further statements, designation, powers of attorney and other
instruments necessary to comply with laws, rules or regulations governing the
Company.

          9.4. Severability. If any provision of this Operating Agreement shall
               ------------
be invalid, illegal or unenforceable to any extent, the remainder of this
Operating Agreement shall not be affected and shall be enforceable to the
fullest extent permitted by law.

          9.5. Creditors. None of the provisions of this Operating Agreement
               ---------
shall be for the benefit of or enforceable by any creditor of the Company.

                                       -9-



          9.6. Separate Counterparts. This Operating Agreement may be executed
               ---------------------
in separate counterparts.

          IN WITNESS WHEREOF, the undersigned hereby agrees, acknowledges and
certifies that the foregoing Operating Agreement constitutes the Operating
Agreement of ISLE OF CAPRI BETTENDORF, L.C. adopted by the Member of the Company
on the day and year first written above.

COMPANY:                              MEMBER:

ISLE OF CAPRI BETTENDORF, L.C.        LADY LUCK GAMING CORPORATION


By /s/ Bernard Goldstrein             By /s/ Alain Uboldi
   --------------------------------      ---------------------------------------
   Bernard Goldstrein, CEO of            Alain Uboldi
   Isle of Capri Casinos, Inc.,          President & Chief Operating Officer
   Its Manager

                                      -10-



                                   EXHIBIT "B"

                                              Membership
      Name and Address                         Interest
      ----------------                         --------

LADY LUCK GAMING CORPORATION                     100%

EX-3.38

                                                                    Exhibit 3.38

                            ARTICLES OF INCORPORATION

TO: The Secretary of State of the State of Iowa:

          The undersigned, acting as Incorporator of a corporation under the
Iowa Business Corporation Act, under Chapter 490 of the Iowa Code, adopts the
following Articles of Incorporation for such corporation:

               I.   The name of the corporation is:

                    Isle of Capri Marquette, Inc.

               II.  The period of its duration is perpetual.

               III. The purpose or purposes for which the corporation is
organized are:

          The purpose for which the corporation is organized is to transact any
          or all lawful business for which corporations may be incorporated
          under the Iowa Business Corporation Act.

               IV. The aggregate number of shares which the corporation is
authorized to issue is 100,000 consisting of one class, without par value.

               V. The address of the initial registered office of the
corporation is 220 N Main, Ste. 600, Davenport, IA 52801, and the name of its
initial registered agent at such address is Curtis E. Beason.

               VI. The name and address of the incorporator is:

               Name                                 Address
               ----                                 -------
          Curtis E. Beason                    220 N Main, Ste. 600
                                              Davenport, IA 52801

               VII. The corporate existence shall commence on the date on which
the Secretary of State of the State of Iowa shall issue a Certificate of
Incorporation for the corporation.

               VIII. A director of this 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 to the extent provided by
applicable law (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 knowing violation of the law, (iii) for
any transaction from which the



director derived an improper personal benefit, or (iv) under Section 833 of the
Iowa Business Corporation Act. No amendment to or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. The directors of
this corporation have agreed to serve as directors in reliance upon the
provisions of this Article.

               DATED this 16th day of December, 1999.


                                                /s/ Curtis E. Beason
                                                --------------------------------
                                                Curtis E. Beason, Incorporator

STATE OF IOWA         )
                      ) ss:
COUNTY OF SCOTT       )

          On this 16th day of December, 1999 before me, the undersigned, a
Notary Public in and for said State, personally appeared Curtis E. Beason, to
me known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that he executed the same as his voluntary act and
deed.


============================                    /s/ Kendra L. Beck
[LOGO] KENDRA L. BECK                           --------------------------------
       MY COMMISSION EXPIRES                    Notary Public in and for
       OCTOBER 28, 2000                         said County and State
============================

(Notary Seal)

                                      -2-



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

                                                               No. W00232895
                                                               Date: 03/07/2000
                                      IOWA
                               SECRETARY OF STATE

     490 DP-000235140
     ISLE OF CAPRI MARQUETTE, INC.

                        ACKNOWLEDGMENT OF DOCUMENT FILED

     The Secretary of State acknowledges receipt of the following document:

          Articles of Merger

     The document was filed on March 1, 2000, at 03:25 PM, to be effective as of
     March 1, 2000, at 03:25 PM.

     The amount of $50.00 was received in full payment of the filing fee.


                                        /s/ CHESTER J. CULVER
                                        ----------------------------------------
                                        CHESTER J. CULVER SECRETARY OF STATE

[GRAPHIC]

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



                               ARTICLES OF MERGER
                                       OF
                         ISLE OF CAPRI MARQUETTE, INC.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

     Pursuant to Sections 490.1107 and 490.1105 of the Iowa Code, the
undersigned, being duly authorized agents of the merging companies, adopt the
following articles of merger:

          1. the parties to the merger are Isle of Capri Marquette, Inc., an
     Iowa corporation ("Isle"), and Lady Luck Marquette, Inc., a Delaware
     corporation ("LL");

          2. LL shall merge into Isle with the surviving corporation being,
     Isle. Upon the effective date of the merger, each share of stock of LL
     shall be cancelled, and the shareholder of LL shall receive the same number
     of shares of Isle stock. Each issued and outstanding share of stock of Isle
     shall continue to be issued and outstanding. All the assets and liabilities
     of LL shall be assigned and assumed by Isle;

          3. the Articles of Incorporation of Isle shall not be amended as a
     result of this merger;

          4. the effective date of this merger shall be upon filing;



          5. Isle has one class of stock with 1,000 shares outstanding each
     entitled to one vote on this matter. All 1,000 shares approved this merger
     and that is sufficient for approval.

                                                   ISLE OF CAPRI MARQUETTE, INC.


                                                   By:/s/ Bernard Goldstein
                                                      --------------------------
                                                      Bernard Goldstein, C.E.O.


                                                   LADY LUCK MARQUETTE, INC.


                                                   By:/s/ Bernard Goldstein
                                                      --------------------------
                                                      Bernard Goldstein, C.E.O.

STATE OF IOWA   )
                )  SS:
COUNTY OF SCOTT )

     On this 1st day of March 2000, before me, the undersigned, a Notary Public
in and for said State, personally appeared Bernard Goldstein, to me personally
known, who, being by me duly sworn, did say that he is the C.E.O. of Isle of
Capri Marquette, Inc.; that said corporation has no seal; that said instrument
was signed on behalf of said corporation by authority of its Board of Directors;
and that the said C.E.O. as such officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation, by it and by
him voluntarily executed.

     -----------------------------
                 CURITS E. BEASON                  /s/ Illegible
     [GRAPHIC] MY COMMISSION EXPIRES               -----------------------------
                  July 15, 2002                    Notary Public in and for said
     -----------------------------                 County and State

                                       2



STATE OF IOWA   )
                )  SS:
COUNTY OF SCOTT )

     On this 1st day of March 2000, before me, the undersigned, a Notary Public
in and for said State, personally appeared Bernard Goldstein, to me personally
known, who, being by me duly sworn, did say that he is the C.E.O. of Lady Luck
Marquette, Inc.; that said corporation has no seal; that said instrument was
signed on behalf of said corporation by authority of its Board of Directors; and
that the said C.E.O. as such officer acknowledged the execution of said
instrument to be the voluntary act and deed of said corporation, by it and by
him voluntarily executed.

     -------------------------------
                 CURITS E. BEASON                  /s/ Illegible
     [GRAPHIC] MY COMMISSION EXPIRES               -----------------------------
                  July 15, 2002                    Notary Public in and for said
     -------------------------------               County and State

                                       3



                               AGREEMENT OF MERGER

     AGREEMENT OF MERGER, dated this 1st, day of March, 2000, pursuant to
Section 252 of the General Corporation Law of the State of Delaware and Section
490.1107 of the Iowa Code, by and between Lady Luck Marquette, Inc., a Delaware
corporation, and Isle of Capri Marquette, Inc., an Iowa corporation:

     WHEREAS, all of the constituent corporations desire to merge into a single
corporation.

     NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

     FIRST: Lady Luck Marquette, Inc. ("LL") hereby merges into Isle of Capri
Marquette, Inc. ("Isle") and Isle shall be and hereby is merged with LL, with
Isle being the surviving corporation.

     SECOND: The Articles of Incorporation of Isle as heretofore amended and as
in effect on the date of the merger provided in this Agreement, shall continue
in full force and effect as the Articles of Incorporation of the corporation
surviving this merger.

     THIRD: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into shares or other securities of the
surviving corporation shall be as follows:

     (a) Each share of common stock of the surviving corporation, which shall be
issued and outstanding on the effective date of this Agreement shall remain
issued and outstanding.



     (b) Each share of common stock of the merged corporation, which shall be
outstanding on the effective date of this Agreement, shall forthwith be changed
and converted into one share of common stock of the surviving corporation.

     (c) After the effective date of this Agreement each holder of an
outstanding certificate representing shares of common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon such surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of stock of the merged corporation to be
converted into the stock of the surviving corporation as provided herein, may be
treated by the surviving corporation for all corporate purposes as evidencing
the ownership of shares of the surviving corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement, each
registered owner of any uncertificated shares of common stock of the merged
corporation shall have said shares cancelled and said registered owner shall be
entitled to the number of common shares of the surviving corporation on the
basis provided herein.

     FOURTH: The terms and conditions of the merger are as follows:

     (a) The by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of the
surviving corporation until the same shall be altered, amended and repealed as
therein provided.

     (b) The directors and officers of the surviving corporation shall continue
in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.

                                       2



     (c) This merger shall become effective upon filing of the Articles of
Merger with the Iowa Secretary of State. For accounting and permit purposes,
this merger shall be effective at 11:59:59 p.m. CST on March 1, 2000.

     (d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the surviving corporation may deem to be necessary or
desirable in order to vest in and confirm to the surviving corporation title to
and possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the surviving corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned by the Board of Directors or any
constituent corporation at any time prior to the time that this Agreement was
filed with the Secretary of State or becomes effective. This Agreement may be
amended by the

                                        3



Board of Directors of its constituent corporations at any time prior to the time
that this Agreement is filed with the Secretary of State or becomes effective,
provided that an amendment made subsequent to the adoption of the Agreement by
the stockholders of any constituent corporation shall not (1) alter or change
the amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof such constituent corporation, (2) alter or change any
term of the Articles of Incorporation of the surviving corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the holders
of any class or series thereof of such constituent corporation.

     IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective Board of
Directors have caused these presents to be executed by the President of each
party hereto as the respective act, deed and agreement of said corporation on
this 1st day of March, 2000.

                                                   LADY LUCK MARQUETTE, INC.


                                                   By: /s/ Bernard Goldstein
                                                       -------------------------
                                                       Bernard Goldstein, C.E.O.


                                                   ISLE OF CAPRI MARQUETTE, INC.


                                                   By: /s/ Bernard Goldstein
                                                       -------------------------
                                                       Bernard Goldstein, C.E.O.

                                        4



     I, Allan B. Solomon, Secretary of Lady Luck Marquette, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such Secretary that the Agreement of Merger to which this certificate is
attached, after having been first duty signed on behalf of the said corporation
and having been signed on behalf of Isle of Capri Marquette, Inc., a corporation
of the State of Iowa, was duly adopted pursuant to Section 228 of Title 8 of the
Delaware Code by the unanimous written consent of the stockholders holding 100
shares of the capital stock of the corporation. The same being all of the shares
issued and outstanding having voting power, which Agreement of Merger was
thereby adopted as the act of the stockholders of said Lady Luck Marquette, Inc.
and the duly adopted agreement and act of the said corporation.

     WITNESS my hand on this 1st day of March 2000.


                                                   /s/ Allan B. Solomon
                                                   -----------------------------
                                                   Allan B. Solomon, Secretary

                                        5

EX-3.39

                                                                    Exhibit 3.39

                                     BY-LAWS

                                       OF

                          ISLE OF CAPRI MARQUETTE, INC.

                                    ARTICLE I

                                     OFFICES
                                     -------

     Section 1. The principal place of business of the corporation shall be
located in Clayton County, Iowa. The registered office of the corporation shall
be located within the State of Iowa.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of Iowa as the Board of Directors may from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 1. All meetings of the stockholders shall be held at any place
within or outside the State of Iowa as shall be designated from time to time by
the Board of Directors. In the absence of any such designation, stockholders
meetings shall be held at the principal executive office of the Corporation.

     Section 2. The annual meeting of stockholders shall be held on such date
and at such time and place as may be fixed by the Board of Directors and stated
in the notice of the meeting, for the purpose of electing directors and for the
transaction of such other business as is properly brought before the meeting in
accordance with these By-Laws.

     To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given



by or at the direction of the Board of Directors, (ii) otherwise brought before
the annual meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the annual meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than fifty (50)
days nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty-five (65) days notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder to be timely must be so received not later
than the close of business on the fifteenth (15th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class, series and number of
shares of the Corporation which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business and (b) as to the
stockholder giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder. Notwithstanding anything in the
By-Laws to the contrary, no

                                      -2-



business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 2. The officer of the
Corporation presiding at an annual meeting shall, if the facts warrant,
determine and declare to the annual meeting that business was not properly
brought before the annual meeting in accordance with the provisions of this
Article 11, Section 2, and if he should so determine, he shall so declare to the
annual meeting and any such business not properly brought before the meeting
shall not be transacted. Written notice of the annual meeting stating the place,
date and hour of the annual meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.

     Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes present may
continue to transact business until adjournment. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, a majority of
the voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty

                                      -3-



days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

     Section 4. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes, or the Articles
of Incorporation, or these By-Laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 5. At each meeting of the stockholders, each stockholder having the
right to vote may vote in person or may authorize another person or persons to
act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the books
of the Corporation on the record date set by the Board of Directors as provided
in Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

     Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in

                                      -4-



writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding, and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

     Section 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

     Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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 list shall also be produced and kept at the

                                       -5-



time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     Section 9. Unless otherwise provided in the Articles 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, only if a consent in writing, setting forth the
action so taken, shall be signed by the holders of all of the outstanding stock
having the right to vote to authorize or take such action.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     Section 1. The number of directors which shall constitute the whole Board
shall be not less than 2 nor more than 10. The directors need not be
stockholders. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation at the annual meeting
may be made at such meeting by or at the direction of the Board of Directors, by
any committee or persons appointed by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
III, Section 1. Such nominations by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event

                                       -6-



that less than 65 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business of the fifteenth (15th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to
the stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth herein. The officer of the Corporation presiding
at an annual meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting

                                       -7-



and the defective nomination shall be disregarded. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article III, and each director elected shall hold office until his
successor is elected and qualified; provided, however, that unless otherwise
restricted by the Articles of Incorporation or law, any director or the entire
Board of Directors may be removed, either with or without cause, from the Board
of Directors at any meeting of stockholders by a majority of the stock
represented and entitled to vote thereat.

     Section 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
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. The directors so chosen shall hold office until the
next annual election of directors and until their successors are duly elected
and shall qualify, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

     Section 3. The property and business of the Corporation shall be managed by
or under the direction of its Board of Directors. In addition to the powers and
authorities by these By-Laws expressly conferred upon them, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

                                       -8-



                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

     Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Iowa.

     Section 5. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

     Section 6. Special meetings of the Board of Directors may be called by the
President on twenty-four hours notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or the
Secretary in like manner and on like notice on the written request of two
directors unless the Board consists of only one director; in which case special
meetings shall be called by the President or Secretary in like manner or on like
notice on the written request of the sole director.

     Section 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote 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, except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these By-Laws. 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 8. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, 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

                                       -9-



or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section 9. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

                             COMMITTEES OF DIRECTORS
                             -----------------------

     Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they 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 such committee, to the extent provided in the
resolution of the Board of Directors, 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, but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation (except that a
committee may, to the

                                      -10-



extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution, By-Laws, or the Articles of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt Articles of Merger.

     Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS
                           -------------------------

     Section 12. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, 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 compensation

                                      -11-



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

                                 INDEMNIFICATION
                                 ---------------

     Section 13.(a) To the full extent authorized by law, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was 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 expenses (including attorneys, fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

     (b) To the full extent authorized by law, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened,

                                      -12-



pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was 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 expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the District Court of Iowa or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such district court or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith to the full extent authorized by law.

     (d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in

                                      -13-



the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     (e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section 13. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section 13 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. If a claim for indemnification or payment of expenses under this Section
13 is not paid in full within ninety (90) days after a written claim therefor
has been received by the Corporation, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense

                                      -14-



of prosecuting such claim. In any such action the Corporation shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

     (g) The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was 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 this Section 13.

     (h) The Board of Directors may authorize the Corporation to enter into a
contract with any person who is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another partnership, joint venture,
trust or other enterprise providing for indemnification rights equivalent to or,
if the Board of Directors so determines, greater than those provided for in this
Section 13.

     (i) For the purposes of this Section 13, references to "the Corporation"
shall include, in addition to the resulting Corporation, any constituent
Corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer,

                                      -15-



employee or agent of such constituent Corporation, or is or was serving at the
request of such constituent Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Section
with respect to the resulting or surviving Corporation as he would have with
respect to such constituent Corporation if its separate existence had continued.

     (j) for purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include service
as a director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this section.

     (k) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 13 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                      -16-



                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section 1. The officers of this Corporation shall be chosen by the Board of
Directors and shall include a President, a Secretary and a Treasurer. The
Corporation may also have at the discretion of the Board of Directors such other
officers as are desired, including one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title. At the time of the election of officers, directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person, unless the Articles of Incorporation or these By-Laws otherwise provide.

     Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.

     Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of

                                      -17-



Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

                             CHIEF EXECUTIVE OFFICER
                             -----------------------

     Section 6. The Chief Executive Officer shall preside at meetings of the
Shareholders and of the Board of Directors and shall have charge of and
supervision and authority over all of the affairs and business of the
Corporation, with all such duties, powers and authority with respect to such
affairs, business and operations as may be reasonably incident to such
responsibilities. He shall have the authority to sign, with the Secretary or an
Assistant Secretary, any and all certificates for shares of the capital stock of
the Corporation, and shall have the authority to sign singly deeds, bonds,
mortgages, contracts, or other instruments to which the Corporation is a party
(except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these By-Laws, or by law to some other officer or
agent of the Corporation). He shall also serve the Corporation in such other
capacities and perform such other duties and have such additional authority and
powers as are incident to his office or as may be defined in these By-Laws or
delegated to him from time to time by the Board of Directors.

                                    PRESIDENT
                                    ---------

     Section 7. The President shall be the Chief Operating Officer of the
Corporation and shall have charge of and supervision over all of the operations
of the Corporation in the ordinary course of its business, with all such duties,
powers and authority with respect to such affairs, business and operations as
may be reasonably incident to such responsibilities. He shall have general
supervision of and direct all officers, agents and

                                      -18-



employees of the Corporation; and shall see that all orders and resolutions of
the Board are carried into effect. He shall have the authority to sign, with the
Secretary or an Assistant Secretary, any and all certificates for shares of the
capital stock of the Corporation, and shall have the authority to sign singly
deeds, bonds, mortgages, contracts, or other instruments to which the
Corporation is a party (except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by these By-Laws, or by law to some
other officer or agent of the Corporation). He shall also serve the Corporation
in such other capacities and perform such other duties and have such additional
authority and powers as are incident to his office or as may be defined in these
By-Laws or delegated to him from time to time by the Board of Directors.

                                 VICE PRESIDENTS
                                 ---------------

     Section 8. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all 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 have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.

                       SECRETARY AND ASSISTANT SECRETARY,
                       ----------------------------------

     Section 9. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. The Secretary shall give, or cause to be given,

                                      -19-



notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or these By-Laws.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may, from time to
time prescribe.

                       TREASURER AND ASSISTANT TREASURER
                       ---------------------------------

     Section 11. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers 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 transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
he shall give the Corporation a bond, in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors, for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his

                                      -20-



possession or under his control belonging to the Corporation.

     Section 12. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors, or
if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES OF STOCK
                             ---------------------

     Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer of the Corporation, certifying the
number of shares represented by the certificate owned by such stockholder in the
Corporation.

     Section 2. Any or all of 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 he were
such officer, transfer agent, or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES
                     --------------------------------------

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation

                                      -21-



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 or certificates,
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 certificates, or his legal representative, to advertise the same
in such manner as it 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.

                               TRANSFERS OF STOCK
                               ------------------

     Section 4. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE
                               ------------------

     Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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 a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more

                                      -22-



than sixty 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.

                             REGISTERED STOCKHOLDERS
                             -----------------------

     Section 6. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Iowa.

                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

     Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

     Section 2. 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
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or

                                      -23-



for such other purpose as the directors shall think conducive to the interests
of the Corporation, and the directors may abolish any such reserve.

                                     CHECKS
                                     ------

     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

                                  FISCAL YEAR
                                  -----------

     Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL
                                      ----

     Section 5. The Corporation shall not have a corporate seal.

                                    NOTICES
                                    -------

     Section 6. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

     Section 7. Whenever any notice is required to be given under the provisions
of the statutes or of the Articles of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time

                                      -24-



stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VII

                                   AMENDMENTS
                                   ----------

     Section 1. These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Articles of Incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-Laws is conferred upon the Board of Directors by the Articles of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.

                                      -25-

EX-3.40

                                                                    Exhibit 3.40

                            ARTICLES OF INCORPORATION

TO: The Secretary of State of the State of Iowa:

          The undersigned, acting as Incorporator of a corporation under the
Iowa Business Corporation Act, under Chapter 490 of the Iowa Code, adopts the
following Articles of Incorporation for such corporation:

          I. The name of the corporation is:

               IOC Davenport, Inc.

          II. The period of its duration is perpetual.

          III. The purpose or purposes for which the corporation is organized
are:

     The purpose for which the corporation is organized is to transact any or
     all lawful business for which corporations may be incorporated under the
     Iowa Business Corporation Act.

          IV. The aggregate number of shares which the corporation is authorized
to issue is 100,000 consisting of one class, without par value.

          V. The address of the initial registered office of the corporation is
220 N Main, Ste. 600, Davenport, IA 52801, and the name of its initial
registered agent at such address is Curtis E. Season.

          V1. The name and address of the incorporator is:

          Name                     Address
          ----                     -------

          Curtis E. Season         220 N Main, Ste. 600
                                   Davenport, IA 52801

          VII. The corporate existence shall commence on the date on which the
Secretary of State of the State of Iowa shall issue a Certificate of
Incorporation for the corporation.

          VIII. A director of this 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 to the extent provided by applicable
law (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 knowing violation



of the law, (iii) for any transaction from which the director derived an
improper personal benefit, or (iv) under Section 833 of the Iowa Business
Corporation Act. No amendment to or repeal of this Article shall apply to or
have ant effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. The directors of this corporation
have agreed to serve as directors in reliance upon the provisions of this
Article.

          DATED this 21/st/ day of July 2000.


                                                  /s/ Curtis E. Beason
                                                  ------------------------------
                                                  Curtis E. Beason, Incorporator

STATE OF IOWA   )
                ) ss:
COUNTY OF SCOTT )

          On this 21/st/ day of July 2000 before me, the undersigned, a Notary
Public in and for said State, personally appeared Curtis E. Beason, to me known
to be the identical person named in and who executed the foregoing instrument,
and acknowledged that he executed the same as his voluntary act and deed.


                                                  /s/ Illegible
                                                  ------------------------------
                                                  Notary Public in and for
(Notary Seal)                                     said Country and State

                                       -2-

EX-3.41

                                                                    Exhibit 3.41

                                     BY-LAWS

                                       OF

                               IOC DAVENPORT, INC.

                                    ARTICLE I

                                     OFFICES
                                     -------

     Section 1. The principal place of business of the corporation shall be
located in Scott County, Iowa. The registered office of the corporation shall be
located within the State of Iowa.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of Iowa as the Board of Directors may from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 1. All meetings of the stockholders shall be held at any place
within or outside the State of Iowa as shall be designated from time to time by
the Board of Directors. In the absence of any such designation, stockholders
meetings shall be held at the principal executive office of the Corporation.

     Section 2. The annual meeting of stockholders shall be held on such date
and at such time and place as may be fixed by the Board of Directors and stated
in the notice of the meeting, for the purpose of electing directors and for the
transaction of such other business as is properly brought before the meeting in
accordance with these By-Laws.

     To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given



by or at the direction of the Board of Directors, (ii) otherwise brought before
the annual meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the annual meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than fifty (50)
days nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty-five (65) days notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder to be timely must be so received not later
than the close of business on the fifteenth (15th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class, series and number of
shares of the Corporation which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business and (b) as to the
stockholder giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder. Notwithstanding anything in the
By-Laws to the contrary, no

                                      -2-



business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 2. The officer of the
Corporation presiding at an annual meeting shall, if the facts warrant,
determine and declare to the annual meeting that business was not properly
brought before the annual meeting in accordance with the provisions of this
Article 11, Section 2, and if he should so determine, he shall so declare to the
annual meeting and any such business not properly brought before the meeting
shall not be transacted. Written notice of the annual meeting stating the place,
date and hour of the annual meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.

     Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Articles of Incorporation,
or by these By-Laws. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum and the votes present may
continue to transact business until adjournment. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, a majority of
the voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty

                                      -3-



days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat.

     Section 4. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes, or the Articles
of Incorporation, or these By-Laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 5. At each meeting of the stockholders, each stockholder having the
right to vote may vote in person or may authorize another person or persons to
act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the books
of the Corporation on the record date set by the Board of Directors as provided
in Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

     Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in

                                      -4-



writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding, and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.

     Section 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

     Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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 list shall also be produced and kept at the

                                      -5-



time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     Section 9. Unless otherwise provided in the Articles 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, only if a consent in writing, setting forth the
action so taken, shall be signed by the holders of all of the outstanding stock
having the right to vote to authorize or take such action.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     Section 1. The number of directors which shall constitute the whole Board
shall be not less than 2 nor more than 10. The directors need not be
stockholders. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation at the annual meeting
may be made at such meeting by or at the direction of the Board of Directors, by
any committee or persons appointed by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
III, Section 1. Such nominations by any stockholder shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 50 days nor more
than 75 days prior to the meeting; provided, however, that in the event

                                      -6-



that less than 65 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business of the fifteenth (15th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to
the stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth herein. The officer of the Corporation presiding
at an annual meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made, in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting

                                      -7-



and the defective nomination shall be disregarded. The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article III, and each director elected shall hold office until his
successor is elected and qualified; provided, however, that unless otherwise
restricted by the Articles of Incorporation or law, any director or the entire
Board of Directors may be removed, either with or without cause, from the Board
of Directors at any meeting of stockholders by a majority of the stock
represented and entitled to vote thereat.

     Section 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
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. The directors so chosen shall hold office until the
next annual election of directors and until their successors are duly elected
and shall qualify, unless sooner displaced. If there are no directors in office,
then an election of directors may be held in the manner provided by statute.

     Section 3. The property and business of the Corporation shall be managed by
or under the direction of its Board of Directors. In addition to the powers and
authorities by these By-Laws expressly conferred upon them, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

                                      -8-



                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------

     Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Iowa.

     Section 5. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

     Section 6. Special meetings of the Board of Directors may be called by the
President on twenty-four hours notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or the
Secretary in like manner and on like notice on the written request of two
directors unless the Board consists of only one director; in which case special
meetings shall be called by the President or Secretary in like manner or on like
notice on the written request of the sole director.

     Section 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote 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, except as may be otherwise specifically provided by
statute, by the Articles of Incorporation or by these By-Laws. 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 8. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, 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

                                      -9-



or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section 9. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.

                             COMMITTEES OF DIRECTORS
                             -----------------------

     Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they 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 such committee, to the extent provided in the
resolution of the Board of Directors, 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, but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation (except that a
committee may, to the

                                      -10-



extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution, By-Laws, or the Articles of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt Articles of Merger.

     Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS
                           -------------------------

     Section 12. Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, 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 compensation

                                      -11-



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

                                 INDEMNIFICATION
                                 ---------------

     Section 13.(a) To the full extent authorized by law, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was 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 expenses (including attorneys, fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

     (b) To the full extent authorized by law, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened,

                                      -12-



pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was 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 expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the District Court of Iowa or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such district court or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith to the full extent authorized by law.

     (d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in

                                      -13-



the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     (e) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section 13. Such expenses incurred by
other employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section 13 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. If a claim for indemnification or payment of expenses under this Section
13 is not paid in full within ninety (90) days after a written claim therefor
has been received by the Corporation, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense

                                      -14-



of prosecuting such claim. In any such action the Corporation shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.

     (g) The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was 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 this Section 13.

     (h) The Board of Directors may authorize the Corporation to enter into a
contract with any person who is or was a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another partnership, joint venture,
trust or other enterprise providing for indemnification rights equivalent to or,
if the Board of Directors so determines, greater than those provided for in this
Section 13.

     (i) For the purposes of this Section 13, references to "the Corporation"
shall include, in addition to the resulting Corporation, any constituent
Corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer,

                                      -15-



employee or agent of such constituent Corporation, or is or was serving at the
request of such constituent Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Section
with respect to the resulting or surviving Corporation as he would have with
respect to such constituent Corporation if its separate existence had continued.

     (j) for purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include service
as a director, officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this section.

     (k) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 13 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                      -16-



                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section 1. The officers of this Corporation shall be chosen by the Board of
Directors and shall include a President, a Secretary and a Treasurer. The
Corporation may also have at the discretion of the Board of Directors such other
officers as are desired, including one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title. At the time of the election of officers, directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person, unless the Articles of Incorporation or these By-Laws otherwise provide.

     Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.

     Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of

                                      -17-



Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

                             CHIEF EXECUTIVE OFFICER
                             -----------------------

     Section 6. The Chief Executive Officer shall preside at meetings of the
Shareholders and of the Board of Directors and shall have charge of and
supervision and authority over all of the affairs and business of the
Corporation, with all such duties, powers and authority with respect to such
affairs, business and operations as may be reasonably incident to such
responsibilities. He shall have the authority to sign, with the Secretary or an
Assistant Secretary, any and all certificates for shares of the capital stock of
the Corporation, and shall have the authority to sign singly deeds, bonds,
mortgages, contracts, or other instruments to which the Corporation is a party
(except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these By-Laws, or by law to some other officer or
agent of the Corporation). He shall also serve the Corporation in such other
capacities and perform such other duties and have such additional authority and
powers as are incident to his office or as may be defined in these By-Laws or
delegated to him from time to time by the Board of Directors.

                                    PRESIDENT
                                    ---------

     Section 7. The President shall be the Chief Operating Officer of the
Corporation and shall have charge of and supervision over all of the operations
of the Corporation in the ordinary course of its business, with all such duties,
powers and authority with respect to such affairs, business and operations as
may be reasonably incident to such responsibilities. He shall have general
supervision of and direct all officers, agents and

                                      -18-



employees of the Corporation; and shall see that all orders and resolutions of
the Board are carried into effect. He shall have the authority to sign, with the
Secretary or an Assistant Secretary, any and all certificates for shares of the
capital stock of the Corporation, and shall have the authority to sign singly
deeds, bonds, mortgages, contracts, or other instruments to which the
Corporation is a party (except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by these By-Laws, or by law to some
other officer or agent of the Corporation). He shall also serve the Corporation
in such other capacities and perform such other duties and have such additional
authority and powers as are incident to his office or as may be defined in these
By-Laws or delegated to him from time to time by the Board of Directors.

                                 VICE PRESIDENTS
                                 ---------------

     Section 8. In the absence or disability of the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, shall perform
all 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 have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.

                       SECRETARY AND ASSISTANT SECRETARY,
                       ----------------------------------

     Section 9. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. The Secretary shall give, or cause to be given,

                                      -19-



notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or these By-Laws.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Secretary designated by the Board
of Directors, shall, in the absence or disability of the Secretary perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may, from time to
time prescribe.

                        TREASURER AND ASSISTANT TREASURER
                        ---------------------------------

     Section 11. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers 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 transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
he shall give the Corporation a bond, in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors, for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his

                                      -20-



possession or under his control belonging to the Corporation.

     Section 12. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors, or
if there be no such determination, the Assistant Treasurer designated by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE V

                             CERTIFICATES OF STOCK
                             ---------------------

     Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer of the Corporation, certifying the
number of shares represented by the certificate owned by such stockholder in the
Corporation.

     Section 2. Any or all of 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 he were
such officer, transfer agent, or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES
                     --------------------------------------

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation

                                      -21-



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 or certificates,
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 certificates, or his legal representative, to advertise the same
in such manner as it 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.

                               TRANSFERS OF STOCK
                               ------------------

     Section 4. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE
                               ------------------

     Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, 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 a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more

                                      -22-



than sixty 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.

                             REGISTERED STOCKHOLDERS
                             -----------------------

     Section 6. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Iowa.

                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

                                    DIVIDENDS
                                    ---------

     Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

     Section 2. 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
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or

                                      -23-



for such other purpose as the directors shall think conducive to the interests
of the Corporation, and the directors may abolish any such reserve.

                                     CHECKS
                                     ------

     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

                                   FISCAL YEAR
                                   -----------

     Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL
                                      ----

     Section 5. The Corporation shall not have a corporate seal.

                                     NOTICES
                                     -------

     Section 6. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

     Section 7. Whenever any notice is required to be given under the provisions
of the statutes or of the Articles of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time

                                      -24-



stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                                   AMENDMENTS
                                   ----------

     Section 1. These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Articles of Incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-Laws is conferred upon the Board of Directors by the Articles of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.

                                      -25-

EX-3.42

                                                                    Exhibit 3.42

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                  GEMINI, INC.

     Pursuant to the provisions of Nevada Revised Statutes ("NRS") Sections
78.390 and 78.403, the undersigned President and Secretary of Gemini, Inc., a
Nevada corporation (the "Corporation") do hereby certify as follows:

     FIRST: that on December 13, 1996, the Corporation filed Articles of
Incorporation with the Nevada Secretary of State, which Articles were amended by
a Certificate of Amendment filed on December 13, 1996.

     SECOND: that the board of directors of the Corporation duly adopted
resolutions proposing to amend and restate the Articles of Incorporation of the
Corporation as set forth below, declaring said amendment and restatement to be
advisable.

     THIRD: that the amendment and restatement of the Articles of Incorporation
as set forth below has been approved by the unanimous vote of the outstanding
shares of the Corporation's Common Stock (as defined below), which is sufficient
for approval thereof.

     FOURTH: that the undersigned officers have been authorized and directed by
the board of directors to execute and file this certificate setting forth the
text of the Articles of Incorporation of the Corporation as amended and restated
in its entirety to this date as follows:

                                    ARTICLE I
                                    ---------
                                      NAME
                                      ----

     The name of the Corporation shall be Gemini, Inc..

                                   ARTICLE II
                                   ----------
                                    PURPOSES
                                    --------

     The purposes for which the Corporation is formed are:

     (a) To conduct gaming in the State of Nevada in accordance with the laws of
the State of Nevada and the United States of America; and

     (b) To engage in any other business or activity not forbidden by law or
these Articles of Incorporation.

     The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power. The foregoing
enumeration of

                                        1



specific purposes and powers shall not be held to limit or restrict in any
manner the purposes and powers of the Corporation, and the purposes and powers
herein specified shall, except when otherwise provided in this Article II be in
no way limited or restricted by reference to, or inference from, the terms of
any provision of this or any other Article of these Amended and Restated
Articles of Incorporation; provided, that the Corporation shall not carry on any
                           --------
business or exercise any power in any state territory, or country which under
the laws thereof the Corporation may not lawfully carry on or exercise.

                                   ARTICLE III
                                   -----------
                                  CAPITAL STOCK
                                  -------------

     Section 1. Authorized Shares. The total number of shares of stock which the
                -----------------
Corporation shall have authority to issue is two thousand five hundred (2,500)
shares, consisting all of common stock (the "Common Stock"), with all of such
shares having no par value.

     Section 2. Consideration for Shares. The common stock authorized by Section
                ------------------------
1 of this Article shall be issued for such consideration as shall be fixed, from
time to time, by the board of directors.

     Section 3. Assessment of Stock. The capital stock of the Corporation, after
                -------------------
the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the Corporation is individually liable
for the debts or liabilities of the Corporation.

     Section 4. Cumulative Voting For Directors. No stockholder of the
                -------------------------------
Corporation shall be entitled to cumulative voting of his shares for the
election of directors.

     Section 5. Preemptive Rights. No stockholder of the Corporation shall have
                -----------------
any

                                   ARTICLE IV
                                   ----------
                             DIRECTORS AND OFFICERS
                             ----------------------

     Section 1. Number of Directors. The members of the governing board of the
                -------------------
Corporation are styled as a "Board of Directors" and the members of said Board
shall be styled as "directors". The directors shall be elected, and the number
of directors of the Corporation shall be increased or decreased, from time to
time in the manner provided in the Bylaws of the Corporation; provided, that the
number of directors shall never be less than one (1).

     Section 2. Current Directors. The names and post office boxes or street
                -----------------
addresses of the current directors of the Board of Directors, which are three
(3) in number, are:

                                        2



NAME                ADDRESS
- ----                -------
Bernard Goldstein   2200 Corporate Blvd. N.W., Ste. 310
                    Boca Raton, FL 33431

John M. Gallaway    1641 Popps Ferry Rd., Ste. B-1
                    Biloxi, MS 39532

Allan B. Solomon    2200 Corporate Blvd. N.W., Ste. 310
                    Boca Raton, FL 33431

     Section 3. Licensing. Each director and each officer shall meet the
                ---------
qualifications for a license or finding of suitability as set forth in NRS
463.170 and shall, in all other respects, comply with all requirements of the
Nevada Gaming Control Act for the filing and processing of licensing
applications. Each director and officer shall also comply with all applicable
state, local and municipal gaming and liquor licensing laws in Nevada and any
other jurisdiction in which the Corporation does business.

     Section 4. Limitation of Personal Liability. No director or officer of the
                --------------------------------
Corporation shall be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer; provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for:

          (a) Acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law; or

          (b) The payment of distributions in violation of Nevada Revised
Statutes 78.300.

     Section 5. Payment of Expenses. In addition to any other rights of
                -------------------
indemnification permitted by the law of the State of Nevada as may be provided
for by the corporation in its Bylaws or by agreement, the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the Corporation, must be paid
by the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the Corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
Corporation.

     Section 6. Repeal And Conflicts. Any repeal or modification of Sections 4
                --------------------
or 5 above approved by the stockholders of the Corporation shall be prospective
only. In the event of any conflict between Sections 4 or 5 of this Article and
any other Article of the

                                        3



the Corporation's Amended and Restated Articles of Incorporation, the terms and
provisions of Sections 4 or 5 of this Article shall control.

     IN WITNESS WHEREOF, the Amended and Restated Articles of Incorporation of
the Corporation have been executed on this 12 day of September, 2000.


                                                     /s/ John M. Gallaway
                                                     ---------------------------
                                                     John M. Gallaway, President


                                                     /s/ Allan B. Solomon
                                                     ---------------------------
                                                     Allan B. Solomon, Secretary

                                        4



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

                  State of Nevada [GRAPHIC] Department of State

     I, JOHN KOONTZ, Secretary of State of the State of Nevada, do hereby
certify that GEMINI, INC. did on the TWENTY-FIFTH day of JUNE, 1968, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of Nevada, and
further, that said Articles contain all the statements of facts required by the
law of said State of Nevada.

     In Witness Whereof, I have hereunto set my hand and affixed the Great Seal
of State, at my office in Carson City, Nevada, this TWENTY-FIFTH day of JUNE,
A.D. 1968.

[GRAPHIC]                                                     /s/ John Koontz
                                                              ------------------
                                                              Secretary of State

                                            By                          , Deputy
                                               -------------------------

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



    OFFICE OF
   JOHN KOONTZ
SECRETARY OF STATE

                   STATE OF NEVADA [GRAPHIC] DEPARTMENT OF STATE

     I, JOHN KOONTZ, the duly elected, qualified and acting Secretary of State
of the State of Nevada, do hereby certify that the annexed is a true, full and
correct transcript of the original Articles of Incorporation of

                                  GEMINI, INC.

as the same appears on file and of record in this office.

     In Witness Whereof, I have hereunto set my hand and affixed the Great Seal
of State, at my office in Carson City, Nevada, this 25th day of JUNE A.D. 1968

[GRAPHIC]                                                     /s/ John Koontz
                                                              ------------------
                                                              Secretary of State

                                            By
                                               ---------------------------------
                                                                          Deputy



                            ARTICLES OF INCORPORATION

                                       OF

                                  GEMINI, INC.

KNOW ALL MEN BY THESE PRESENTS:

          That we, the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under and pursuant
to the laws of the State of Nevada, and we do hereby certify that:

                                       I.

                        The name of this corporation is:

                                  GEMINI, INC.

                                       II.

          The principal office and place of business in Nevada of this
corporation shall be located at 102 North Third Street, Las Vegas, County of
Clark, State of Nevada. An additional office of the corporation shall at all
times be maintained on all premises where the corporation is licensed to conduct
gaming.

          Offices for the transaction of any business of the corporation, and
where meetings of the Board of Directors and of the stockholders may be held,
may be established and maintained in any other part of the State of Nevada, or
in any other state, territory, or possession of the United States of America, or
in any foreign country.

                                      III.

          The nature of the business and objects and purposes proposed to be
transacted, promoted, or carried on by the corporation are:



     (a)  To conduct gaming in the State of Nevada in accordance with the laws
          of the State of Nevada and of the United States of America.

     (b)  To engage is all other lawful activity.

                                       IV.

          The total authorized capital stock of the corporation



shall consist of Two Thousand Five Hundred (2,500) shares, without par value,
all of which shall be entitled to voting power.

                                       V.

          The members of the governing board of the corporation shall be styled
Directors, and the number thereof shall be not less than one (1). The number of
directors may from time to time be increased or decreased in such manner as
shall be provided by the by-laws of the corporation, but the number shall not be
reduced to less than one (1). Directors need not be shareholders, but shall be
of full age and at least one shall be a citizen of the United States. The name
and post office address of the first Board of Directors, which shall consit of
one (1) person, and who shall hold office until his successor is duly elected
and qualified, is as follows:

Andrew Tompkins              216 Rancho Vista Drive, Las Vegas,
                             Nevada

                                       VI.

          The capital stock of the corporation, after the amount of the
subscription price has been paid in money, property, or services, as the
director shall determine, shall not be subject to assessment to pay the debts of
the corporation, nor for any other purpose, and no stock issued as fully paid up
shall ever be assessable or assessed, and the Articles of Incorporation shall
not be amended in this particular.

                                      VIII.

          No public offering of any stock or security of this corporation may be
made unless such public _Illegible



approved by the Nevada Gaming Commission.

          The sale, assignment, transfer, pledge or other disposition of any
stock or security issued by this corporation, if it holds Nevada State
Gaming license, shall be ineffective unless approved in advance by the Nevada
Gaming Commission

                                       -2-



          If, at any time, the Nevada Gaming Commission find's that any
individual owner of any steel or security of this corporation is unsuitable to
continue as a gaming licenses in this State, such owner shall immediately offer
such security and/or stock to this corporation for purchase.

          If this corporation does not purchase any such stock or security, the
owner may offer it to other purchasers, subject to prior approval by the Nevada
Gaming Commission that may be required or provided by the laws of the State of
Nevada and regulations pursuant thereto.

                                      VIII.

          This corporation shall have peractual existence.

                                       IX.

          The names and addresses of the Incorporators signing these Articles of
Incorporation are as follows:

Andrew Tompkins           216 Rancho Vista Drive, Las Vegas,
                          Nevada 69106

Susan D. Claar            1825 _______ Circle, North Las Vegas,
                          Nevada

Alma C. Sphague           3217 B_____ Avenue, Las Vegas, Nevada

          IN WITNESS THEREOF, the undersigned incorporators have executed these
articles of Incorporation this 24th of June, 1968.


                                             /s/ ANDREW TOMPKINS
                                             -----------------------------------
                                                 ANDREW TOMPKINS


                                             /s/ SUSAN S. CLAAR
                                             -----------------------------------
                                                 SUSAN S. CLAAR




                                             /s/ ALMA C. SPRAGUE
                                             -----------------------------------
                                                 ALMA C. SPRAGUE

STATE OF NEVADA   )
                  )
COUNTY OF CLARK   )

          On this 24 day of June, 1968 peractually appeared before me, a Notary
Public, ANDREW TOMPKINS, SUSAN D. CLAAR, AND ALMA C. SPRAGUE, who acknowledged
that they executed the above instrument.


                                             /s/ Illegible
                                             -----------------------------------
                                                 NOTARY PUBLIC

                                      -3-

EX-3.43

                                                                    Exhibit 3.43

                           AMENDED AND RESTATED BYLAWS
                                       of

                                  GEMINI, INC.

                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1.01 Annual Meeting. An annual meeting of the stockholders of the
                  --------------
corporation shall be held at 2:00 o'clock in the afternoon on the second
Thursday of December in each year, commencing after the first anniversary of
incorporation, but if such date is a legal holiday, then on the next succeeding
business day, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings.
                  ----------------

          (a) Special meetings of the stockholders may be called by the chairman
or the president and shall be called by the chairman, the president or the Board
of Directors at the written request of the holders of not less than 51% of the
voting power of any class of the corporation's stock entitled to vote.

          (b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 1.05 shall be
satisfied, in which case any business may be transacted and the meeting shall be
valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the
                  -----------------
corporation may be held at its registered office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by stockholders entitled to vote may
designate any place for the holding of such meeting.

     Section 1.04 Notice of Meetings.
                  ------------------

          (a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver written notice of any meeting at least ten (10) days, but not
more than sixty (60) days, before the date

                                       1



of such meeting. The notice shall state the place, date and time of the meeting
and the purpose or purposes for which the meeting is called.

          (b) In the case of an annual meeting, any proper business may be
presented for action, except that action on any of the following items shall be
taken only if the general nature of the proposal is stated in the notice:

               (1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;

               (2) Adoption of amendments to the Articles of Incorporation; or

               (3) Action with respect to a merger, share exchange,
reorganization, partial or complete liquidation, or dissolution of the
corporation.

          (c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.

          (e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.

     Section 1.05 Meeting Without Notice.
                  ----------------------

          (a) Whenever all persons entitled to vote at any meeting consent,
either by:

               (1) A writing on the records of the meeting or filed with the
secretary; or

               (2) Presence at such meeting and oral consent entered on the
minutes; or

               (3) Taking part in the deliberations at such meeting without
objection;

                                       2



the doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed.

          (b) At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.

          (c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

          (d) Such consent or approval may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.

     Section 1.06 Determination of Stockholders of Record.
                  ---------------------------------------

          (a) For the purpose of determining the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any distribution or the 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 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.

          (b) If no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; (ii) entitled to express
consent to corporate action in writing without a meeting shall be the day on
which the first written consent is expressed; and (iii) for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote an any 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 1.07 Quorum; Adjourned Meetings.
                  --------------------------

          (a) Unless the Articles of Incorporation provide for a different
proportion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the

                                       3



State of Nevada, the Articles of Incorporation or these Amended and Restated
Bylaws, at least a majority of the voting power within each such class is
necessary to constitute a quorum of each such class.

          (b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required to constitute a quorum shall be represented. At any such
adjourned meeting at which a quorum shall be represented, any business may be
transacted which might have been transacted as originally called. When a
stockholders' meeting is adjourned to another time or place hereunder, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. The stockholders
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum of the voting power.

     Section 1.08 Voting.
                  ------

          (a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for
each share of voting stock standing registered in such stockholder's name on the
record date.

          (b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do not stand
in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.

          (c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the chairman, president or any
vice president of such corporation and (ii) in the case of a partnership,
limited liability company or other legal entity, by an individual representing
such stockholder upon presentation to the

                                       4



corporation of satisfactory evidence of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

          (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:

               (1) If only one person votes, the vote of such person binds all.

               (2) If more than one person casts votes, the act of the majority
so voting binds all.

               (3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately, as
split.

          (g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Amended and Restated Bylaws, in which
case the affirmative vote of holders of a least a majority of the voting power
of each such class shall be required.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
                  -------
entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its creation. Every proxy shall continue in full force and effect until
its expiration or revocation in a manner permitted by the laws of the State of
Nevada.

                                       5



     Section 1.10 Order of Business. At the annual stockholder's meeting, the
                  -----------------
regular order of business shall be as follows:

          1. Determination of stockholders present and existence of quorum, in
          person or by proxy;

          2. Reading and approval of the minutes of the previous meeting or
          meetings;

          3. Reports of the Board of Directors, and, if any, the president,
          treasurer and secretary of the corporation;

          4. Reports of committees;

          5. Election of directors;

          6. Unfinished business;

          7. New business;

          8. Adjournment.

     Section 1.11 Absentees' Consent to Meetings. Transactions of any meeting of
                  ------------------------------
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 1.04(a) and (b) of
these Amended and Restated Bylaws.

     Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting
                  -------------------
of the stockholders by means of a telephone conference or similar method of
communication

                                       6



by which all individuals participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section 1.12 constitutes presence in
person at the meeting.

     Section 1.13 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by the holders of the voting power of the
corporation that would be required at a meeting to constitute the act of the
stockholders. Whenever action is taken by written consent, a meeting of
stockholders need not be called or notice given. The written consent may be
signed in counterparts and must be filed with the minutes of the proceedings of
the stockholders.

                                   ARTICLE II
                                    DIRECTORS

     Section 2.01 Number, Tenure, and Qualifications. Unless a larger number is
                  ----------------------------------
required by the laws of the State of Nevada or the Articles of Incorporation or
until changed in the manner provided herein, the Board of Directors of the
corporation shall consist of at least one (1) individual and not more than
twenty (20) individuals who shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office for one (1) year or
until his, her or their successors are elected and qualify. A director need not
be a stockholder of the corporation.

     Section 2.02 Change In Number. Subject to any limitations in the laws of
                  ----------------
the State of Nevada, the Articles of Incorporation or these Amended and Restated
Bylaws, the number of directors within the fixed minimum and maximum set forth
in Section 2.01 may be changed from time to time by resolution adopted by the
Board of Directors or the stockholders.

     Section 2.03 Reduction In Number. No reduction of the number of directors
                  -------------------
shall have the effect of removing any director prior to the expiration of his
term of office.

     Section 2.04 Resignation. Any director may resign effective upon giving
                  -----------
written notice to the chairman, the president, the secretary, or in the absence
of all of them, any other officer, unless the notice specifies a later time for
effectiveness of such resignation. A majority of the remaining directors, though
less than a quorum, may appoint a successor to take office when the resignation
becomes effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director.

     Section 2.05 Removal.
                  -------

          (a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared incompetent by an
order of a court of competent jurisdiction or convicted of a felony.

                                       7



          (b) Any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote, except that if the
corporation's Articles of Incorporation provide for the election of directors by
cumulative voting, any director or directors who constitute fewer than all of
the incumbent directors may not be removed from office at any one time or as a
result of any one transaction except upon the vote of stockholders owning
sufficient shares to prevent each director's election to office at the time of
removal.

     Section 2.06 Vacancies.
                  ---------

          (a) All vacancies, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors, though
less than a quorum, unless it is otherwise provided in the Articles of
Incorporation unless, in the case of removal of a director, the stockholders by
a majority of voting power shall have appointed a successor to the removed
director. Subject to the provisions of Subsection (b) below, (i) in the case of
the replacement of a director, the appointed director shall hold office during
the remainder of the term of office of the replaced director, and (ii) in the
case of an increase in the number of directors, the appointed director shall
hold office until the next meeting of stockholders at which directors are
elected.

          (b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total voting power
entitled to vote may call a special meeting of the stockholders to elect the
entire Board of Directors. The term of office of any director shall terminate
upon such election of a successor.

     Section 2.07 Annual and Regular Meetings. Immediately following the
                  ---------------------------
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.

     Section 2.08 Special Meetings. Special meetings of the Board of Directors
                  ----------------
may be called by the chairman, or if there be no chairman, by the president or
secretary, and shall be called by the chairman, the president or the secretary
upon the request of any two (2) directors. If the chairman, or if there be no
chairman, both the president and secretary, refuses or neglects to call such
special meeting, a special meeting may be called by notice signed by any two (2)
directors.

                                       8



     Section 2.09 Place of Meetings. Any regular or special meeting of the
                  -----------------
directors of the corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such
meeting, may designate. A waiver of notice signed by directors may designate any
place for the holding of such meeting.

     Section 2.10 Notice of Meetings. Except as otherwise provided in Section
                  ------------------
2.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of such meeting, a copy of a written notice of any meeting by
delivery of such notice personally by mailing such notice postage prepaid or by
telegram. Such notice shall be addressed in the manner provided for notice to
stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting, and
the attendance of a director at a meeting and oral consent entered on the
minutes of such meeting shall constitute waiver of notice of the meeting unless
such director objects, prior to the transaction of any business, that the
meeting was not lawfully called or convened. Attendance for the express purpose
of objecting to the transaction of business because the meeting was not properly
called or convened shall not constitute presence nor a waiver of notice for
purposes hereof.

     Section 2.11 Quorum; Adjourned Meetings.
                  --------------------------

          (a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

     Section 2.12 Board of Directors' Decisions. The affirmative vote of a
                  -----------------------------
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.

     Section 2.13 Telephonic Meetings. Members of the Board of Directors or of
                  -------------------
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 telephone conference
or similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.

     Section 2.14 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent maybe signed in

                                       9



counterparts and must be filed with the minutes of the proceedings of the Board
of Directors or committee.

     Section 2.15 Powers and Duties.
                  -----------------

          (a) Except as otherwise restricted in the laws of the State of Nevada
or the Articles of Incorporation, the Board of Directors has full control over
the affairs of the corporation. The Board of Directors may delegate any of its
authority to manage, control or conduct the business of the corporation to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the corporation with such powers, including the power to
subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at an annual meeting or a special meeting of the stockholders shall
so present, a full and clear report of the condition of the corporation.

          (c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present.

     Section 2.16 Compensation. The directors and members of committees shall be
                  ------------
allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Subject to any limitations contained in
the laws of the State of Nevada, the Articles of Incorporation or any contract
or agreement to which the corporation is a party, directors may receive
compensation for their services as directors as determined by the Board of
Directors, but only during such times as the corporation may legally declare and
pay distributions on its stock, unless the payment of such compensation is first
approved by the stockholders entitled to vote for the election of directors.

     Section 2.17 Order of Business. The order of business at any meeting of the
                  -----------------
Board of Directors shall be as follows:

          1. Determination of members present and existence of quorum;

          2. Reading and approval of the minutes of any previous meeting or
          meetings;

          3. Reports of officers and committeemen;

          4. Election of officers (annual meeting);

          5. Unfinished business;

                                       10



          6. New business;

          7. Adjournment.

                                   ARTICLE III
                                    OFFICERS

     Section 3.01 Election. The Board of Directors, at its annual meeting, shall
                  --------
appoint a president, a secretary and a treasurer to hold office for a term of
one (1) year or until their successors are duly appointed and qualified. The
Board of Directors may, from time to time, by resolution, appoint any other
officers or assistant officers of the corporation, including, without
limitation, a chairman, a chief executive officer, a chief financial officer, a
chief operating officer, a controller, one or more vice presidents, one or more
assistant secretaries, and one or more assistant treasurers, and may prescribe
their duties and fix their compensation. Any individual may hold two or more
offices. The Board of Directors may also, from time to time, by resolution,
appoint agents of the corporation, prescribe their duties and fix their
compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or
                  --------------------
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.

     Section 3.03 Vacancies. Any vacancy in any office because of death,
                  ---------
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

     Section 3.04 President; Chief Executive Officer. The president shall have
                  ----------------------------------
active executive management of the operations of the corporation, subject to the
supervision and control of the Board of Directors. The president shall direct
the corporate affairs of the corporation, with full power and authority on
behalf of the corporation to execute proxies and to execute powers of attorney
appointing other entities the agent of the corporation. If a chief executive
officer of the corporation has not been appointed, the president may be deemed
the chief executive officer of the corporation.

     Section 3.05 Vice Presidents. The Board of Directors may elect one or more
                  ---------------
vice presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent, disabled or otherwise
unable to act and such other duties as shall be prescribed by the Board of
Directors or the president.

     Section 3.06 Secretary. The secretary shall perform all duties incident to
                  ---------
the office of secretary, including attending meetings of the stockholders and
Board of Directors and keeping, or causing to be kept, the minutes of
proceedings thereof in books provided for that

                                       11



purpose. The secretary shall attend to the giving and service of all notices of
the corporation, shall have the custody or designate control of the corporate
seal, shall affix the corporate seal to all certificates of stock duly issued by
the corporation, shall have charge or designate control of stock certificate
books, transfer books and stock ledgers and such other books and papers as the
Board of Directors or appropriate committee may direct, and shall perform such
other duties as these Amended and Restated Bylaws may provide or the Board of
Directors may prescribe.

     Section 3.07 Assistant Secretaries. The Board of Directors may appoint one
                  ---------------------
or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.

     Section 3.08 Treasurer. The treasurer shall keep correct and complete
                  ---------
records of account, showing accurately at all times the financial condition of
the corporation and accounts of all monies received and paid on account of the
corporation, and shall perform all acts incident to the position of treasurer,
subject to the control of the Board of Directors. Whenever required by the Board
of Directors, the treasurer shall render a statement of any or all accounts. The
treasurer shall have custody of all the funds and securities of the corporation.
When necessary or proper, the treasurer shall endorse on behalf of the
corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. The treasurer shall
have care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation. The
treasurer shall, if required by the Board of Directors, give bond to the
corporation in such sum and with such security as shall be approved by the Board
of Directors for the faithful performance of all the duties of treasurer and for
restoration to the corporation, in the event of the treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property in the treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation. If a chief financial officer of the corporation has not been
appointed, the treasurer may be deemed the chief financial officer of the
corporation.

     Section 3.09 Assistant Treasurers. The Board of Directors may appoint one
                  --------------------
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

     Section 3.10 Chairman. The chairman shall preside at the annual meeting of
                  --------
the Board of Directors, discharge all duties incumbent upon the presiding
officer and perform

                                       12



such other duties as the Board of Directors may prescribe. If no chairman has
been appointed, or if the chairman is absent therefrom, the Board of Directors
may appoint a chairman, from among the members of the Board, who may preside
over such meeting or, in the absence of any such appointment, the president
shall preside at such meeting. The chairman may, if the stockholders so
determine, preside at the meetings of the stockholders. If no chairman has been
appointed, or if the stockholders determine that the chairman shall not preside
at a meeting of the stockholders, or if the chairman elects not to preside at
the meeting of the stockholders or is absent therefrom, the stockholders may
appoint a chairman, who need not be a stockholder, from among the members of the
Board, who may preside over such meeting or, in the absence of any such
appointment, the president shall preside at such meeting.

     Section 3.11 Execution of Negotiable Instruments, Deeds and Contracts.
                  --------------------------------------------------------
Unless otherwise required by law or otherwise authorized or directed by these
Amended and Restated Bylaws or by the Board of Directors, any officer of the
corporation shall sign all checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money of the corporation; all deeds, mortgages and
other written contracts, documents, instruments and agreements to which the
corporation shall be a party; and all assignments or endorsements of stock
certificates, registered bonds or other securities owned by the corporation. The
Board of Directors may designate one or more officers, agents of the corporation
or other persons who may, in the name of the corporation, and in lieu of or in
addition to the officers, sign such instruments, and may authorize the use of
the facsimile signatures of any such persons. Any officer of the corporation
shall be authorized to execute all resolutions and orders of the Board of
Directors, and to attend, act and vote, or designate another officer or an agent
of the corporation to attend, act and vote, at any meetings of the owners of any
entity in which the corporation may own an interest or to take action by written
consent in lieu thereof. Such officer, at any such meetings or by such written
action, shall possess and may exercise on behalf of the corporation any and all
rights and powers incident to the ownership of such interest.

                                   ARTICLE IV
                                  CAPITAL STOCK

     Section 4.01 Issuance. Shares of the corporation's authorized stock shall,
                  --------
subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
corporation may be a party, be issued in such manner, at such times, upon such
conditions and for such consideration as shall be prescribed by the Board of
Directors.

     Section 4.02 Certificates. Ownership in the corporation shall be evidenced
                  ------------
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, may be under the seal of the corporation and shall be
manually signed by the president or a vice president and/or the secretary or an
assistant secretary, and/or by any other officers or agents designated by the
Board of Directors for this purpose; provided, however, whenever any certificate
is countersigned or otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, then a facsimile of the signatures of said officers
or agents of the

                                       13



corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
and agents on its stock certificates, it shall not act as registrar of its own
stock, but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns any stock certificates in both
capacities. Each certificate shall contain the name of the record holder, the
number, designation, if any, class or series of shares represented, a statement,
summary of or reference to any applicable rights, preferences, privileges or
restrictions thereon, and a statement, if applicable, that the shares are
assessable. All certificates shall be consecutively numbered. If provided by the
stockholder, the name, address and federal tax identification number of the
stockholder, the number of shares, and the date of issue shall be entered in the
stock transfer records of the corporation.

                                       14



     Section 4.03 Surrendered; Lost or Destroyed Certificates. All certificates
                  -------------------------------------------
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require which shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.

     Section 4.04 Replacement Certificate. When the Articles of Incorporation
                  -----------------------
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of stockholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
                  ------------------
against the corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint
                  --------------------------
one or more transfer agents, transfer clerk and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.

     Section 4.07 Stock Transfer Records. The stock transfer records shall be
                  ----------------------
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be transferable
for purposes of Article V and no voting rights shall be deemed transferred
during such periods. Subject to the forgoing limitations, nothing contained
herein shall cause transfers during such periods to be void or voidable.

                                       15



     Section 4.08 Miscellaneous. The Board of Directors shall have the power and
                  -------------
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.

                                    ARTICLE V
                                  DISTRIBUTIONS

     Section 5.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.

                                   ARTICLE VI
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Records. All original records of the corporation shall be kept
                  -------
by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.

     Section 6.02 Directors' and Officers' Right of Inspection. Every director
                  --------------------------------------------
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.

     Section 6.03 Corporate Seal. The Board of Directors may, by resolution,
                  --------------
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

     Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall
                  ---------------
be such date as may be fixed from time to time by resolution of the Board of
Directors.

     Section 6.05 Reserves. The Board of Directors may create, by resolution,
                  --------
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the directors
may modify or abolish any such reserves in the manner

                                        1



in which they were created.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.01 Indemnification and Insurance.
                  -----------------------------

          (a) Indemnification of Directors and Officers.
              -----------------------------------------

               (i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened, pending or completed action or suit (including without limitation an
action, suit or proceeding by or in the right of the corporation), whether
civil, criminal, administrative or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.

               (iv) The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding, involving alleged acts or
omissions of such officer or director in his or her capacity as an officer or
director of the corporation, must be paid, by the corporation or through
insurance purchased and maintained by the corporation or through other financial
arrangements made by the corporation, as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the corporation.

          (b) Indemnification of Employees and Other Persons.
              ----------------------------------------------

                                       17



               The corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and other persons as
though they were Indemnitees.

          (c) Non-Exclusivity of Rights.
              -------------------------
               The rights to indemnification provided in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Amended and Restated Bylaws, agreement, vote of stockholders or directors, or
otherwise.

          (d) Insurance.
              ---------

               The corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by him
or her in his or her capacity as a director, officer, employee or agent, or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liability and expenses.

          (e) Other Financial Arrangements.
              ----------------------------

               The other financial arrangements which may be made by the
corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its
obligation of indemnification by granting a security interest or other lien on
any assets of the corporation; (iv) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.

          (f) Other Matters Relating to Insurance or Financial Arrangements.
              -------------------------------------------------------------
               Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the corporation. In the absence
of fraud:

               (i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

                                       18



                    (A)  is not void or voidable; and

                    (B)  does not subject any director approving it to personal
                         liability for his action, even if a director approving
                         the insurance or other financial arrangement is a
                         beneficiary of the insurance or other financial
                         arrangement.

     Section 7.02 Amendment. The provisions of this Article VII relating to
                  ---------
indemnification shall constitute a contract between the corporation and each of
its directors and officers which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Amended and Restated Bylaws
relating to their amendment generally, any repeal or amendment of this Article
which is adverse to any director or officer shall apply to such director or
officer only on a prospective basis and shall not limit the rights of an
Indemnitee to indemnification with respect to any action or failure to act
occurring prior to the time of such repeal or amendment. Notwithstanding any
other provision of these Amended and Restated Bylaws (including, without
limitation, Article VIII below), no repeal or amendment of these Amended and
Restated Bylaws shall affect any or all of this Article VII so as to limit or
reduce the indemnification in any manner unless adopted by (a) the unanimous
vote of the directors of the corporation then serving, or (b) by the
stockholders as set forth in Article VIII hereof; provided that no such
amendment shall have a retroactive effect inconsistent with the preceding
sentence.

                                  ARTICLE VIII
                               AMENDMENT OR REPEAL

     Section 8.01 Amendment or Repeal. Except as otherwise restricted in the
                  -------------------
Articles of Incorporation or these Amended and Restated Bylaws:

          (a) Any provision of these Amended and Restated Bylaws may be altered,
amended or repealed by the Board of Directors at the annual meeting of the Board
of Directors without prior notice, or at any special meeting of the Board of
Directors if notice of such alteration, amendment or repeal be contained in the
notice of such special meeting.

          (b) These Amended and Restated Bylaws may also be altered, amended, or
repealed at a duly convened meeting of the stockholders by the affirmative vote
of the holders of 51% of the voting power of the corporation entitled to vote.
The stockholders may provide by resolution that any Bylaw provision altered,
amended or repealed by them, or any Bylaw provision adopted by them, may not be
altered, amended or repealed by the Board of Directors.

                                       19



                                   ARTICLE IX
                             CHANGES IN NEVADA LAW

     Section 9.01 Changes in Nevada Law. References in these Amended and
                  ---------------------
Restated Bylaws to Nevada law or to any provision thereof shall be to such law
as it existed on the date these Amended and Restated Bylaws were adopted or as
such law thereafter may be changed; provided that (a) in the case of any change
which expands the liability of directors or officers or limits the
indemnification rights or the rights to advancement of expenses which the
corporation may provide in Article VII hereof, the rights to limited liability,
to indemnification and to the advancement of expenses provided in the
corporation's Articles of Incorporation and/or these Amended and Restated Bylaws
shall continue as theretofore to the extent permitted by law; and (b) if such
change permits the corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or
officers or to provide broader indemnification rights or rights to the
advancement of expenses than the corporation was permitted to provide prior to
such change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened to the
extent permitted by law.

                                  CERTIFICATION

          The undersigned duly elected secretary of the corporation does hereby
certify that the foregoing Amended and Restated Bylaws were adopted by the Board
of Directors on the 12 day of September, 2000.


                                                 /s/ ALLAN B SOLOMON
                                                 -------------------------------
                                                 ALLAN B SOLOMON, Secretary

                                       20

EX-3.44

                                                                    Exhibit 3.44

                            ARTICLES OF INCORPORATION

                                       OF

                             LL HOLDING CORPORATION

     The undersigned, for the purpose of forming a corporation pursuant to and
by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts, executes
and acknowledges the following Articles of Incorporation.

                                    ARTICLE I
                                    ---------
                                      NAME
                                      ----

     The name of the corporation shall be LL Holding Corporation.

                                   ARTICLE II
                                   ----------
                                REGISTERED OFFICE
                                -----------------

     The name of the initial resident agent and the street address of the
initial registered office in the State of Nevada where process may be served
upon the corporation is Schreck Morris, 300 South Fourth Street, Suite 1200, Las
Vegas, Clark County, Nevada 89101. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.

                                   ARTICLE III
                                   -----------
                                  CAPITAL STOCK
                                  -------------

     Section 1. Authorized Shares. The aggregate number of shares which the
                -----------------
corporation shall have authority to issue shall consist of one thousand (1,000)
shares of common stock without par value.

     Section 2. Consideration for Shares. The common stock authorized by Section
                ------------------------
I of this Article shall be issued for such consideration as shall be fixed, from
time to time, by the board of directors.

     Section 3. Assessment of Stock. The capital stock of the corporation, after
                -------------------
the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually liable
for the debts or liabilities of the corporation.

                                       1



     Section 4. Cumulative Voting For Directors. No stockholder of the
                -------------------------------
corporation shall be entitled to cumulative voting of his shares for the
election of directors.

     Section 5. Preemptive Rights. No stockholder of the corporation shall have
                -----------------
any preemptive rights.

                                   ARTICLE IV
                                   ----------
                             DIRECTORS AND OFFICERS
                             ----------------------

     Section 1. Number of Directors. The members of the governing board of the
                -------------------
corporation are styled as directors. The board of directors of the corporation
shall consist of at least one (1) and not more than ten (10) individuals who
shall be elected in such manner as shall be provided in the bylaws of the
corporation. The number of directors may be changed from time to time in such
manner as shall be provided in the bylaws of the corporation.

     Section 2. Initial Directors. The names and post office box or street
                -----------------
addresses of the initial directors constituting the first board of directors,
are:

NAME                   ADDRESS
- ----                   -------

Bernard Goldstein      2200 Corporate Blvd. N.W., Ste. 310
                       Boca Raton, FL 33431

John M. Gallaway       711 Dr. Martin Luther King Blvd.
                       Biloxi, MS 39530

Allan B. Solomon       2200 Corporate Blvd. N.W., Ste. 310
                       Boca Raton, FL 33431

     Section 3. Limitation of Personal Liability. No director or officer of the
                --------------------------------
corporation shall be personally liable to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer; provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for.

          (a)  Acts or omissions which involve intentional misconduct, fraud or
               a knowing violation of law; or

          (b)  The payment of distributions in violation of Nevada Revised
               Statutes 78,300.

                                       2



     Section 4. Payment of Expenses. In addition to any other rights of
                -------------------
indemnification permitted by the law of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding, involving alleged acts or omissions of such officer or director in
his or her capacity as an officer or director of the corporation, must be paid,
by the corporation or through insurance purchased and maintained by the
corporation or through other financial arrangements made by the corporation, as
they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation.

     Section 5. Repeal And Conflicts. Any repeal or modification of Sections 3
                --------------------
or 4 above approved by the stockholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability of
a director or officer of the corporation existing as of the time of such repeal
or modification. In the event of any conflict between Sections 3 or 4 of this
Article and any other Article of the corporation's Articles of Incorporation,
the terms and provisions of Sections 3 or 4 of this Article shall control. If
the Nevada Revised Statutes hereafter are amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by such
amended laws.

                                    ARTICLE V
                                    ---------
                                  INCORPORATOR
                                  ------------

     The name and post office box or street address of the incorporator signing
these Articles of Incorporation is:

NAME                                             ADDRESS
- ----                                             -------

Ellen Schulhofer, Esq.                           300 S. Fourth Street, Ste. 1200
                                                 Las Vegas, Nevada 89101

     IN WITNESS WHEREOF, I have executed these Articles of Incorporation this
22nd day of November, 1999.


                                                     /s/ Ellen Schulhofer
                                                     ----------------------
                                                     Ellen Schulhofer, Esq.

                                       3

EX-3.45

                                                                    Exhibit 3.45

                                     BYLAWS
                                       of

                             LL HOLDING CORPORATION

                                    ARTICLE I
                                  STOCKHOLDERS

     Section 1.01 Annual Meeting. An annual meeting of the stockholders of the
                  --------------
corporation shall be held at 2:00 o'clock in the afternoon on the second
Thursday of November in each year, commencing after the first anniversary of
incorporation, but if such date is a legal holiday, then on the next succeeding
business day, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated herein for any annual meeting of the stockholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings.
                  ----------------

          (a) Special meetings of the stockholders may be called by the Chairman
of the Board of Directors ("Chairman") or the president and shall be called by
the Chairman, the president or the Board of Directors at the written request of
the holders of not less than 51% of the voting power of any class of the
corporation's stock entitled to vote.

          (b) No business shall be acted upon at a special meeting except as set
forth in the notice calling the meeting, unless one of the conditions for the
holding of a meeting without notice set forth in Section 1.05 shall be
satisfied, in which case any business may be transacted and the meeting shall be
valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the
                  -----------------
corporation may be held at its registered office in the State of Nevada or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by stockholders entitled to vote may
designate any place for the holding of such meeting.

     Section 1.04 Notice of Meetings.
                  ------------------

          (a) The president, a vice president, the secretary, an assistant
secretary or any other individual designated by the Board of Directors shall
sign and deliver written notice of any meeting at least ten (10) days, but not
more than sixty (60) days, before the date of such meeting. The notice shall
state the place, date and time of the meeting and the purpose or purposes for
which the meeting is called.

                                     1 of 17



          (b) In the case of an annual meeting, any proper business may be
presented for action, except that action on any of the following items shall be
taken only if the general nature of the proposal is stated in the notice:

               (1) Action with respect to any contract or transaction between
the corporation and one or more of its directors or officers or between the
corporation and any corporation, firm or association in which one or more of the
corporation's directors or officers is a director or officer or is financially
interested;

               (2) Adoption of amendments to the Articles of Incorporation; or

               (3) Action with respect to a merger, share exchange,
reorganization, partial or complete liquidation, or dissolution of the
corporation.

          (c) A copy of the notice shall be personally delivered or mailed
postage prepaid to each stockholder of record entitled to vote at the meeting at
the address appearing on the records of the corporation, and the notice shall be
deemed delivered the date the same is deposited in the United States mail for
transmission to such stockholder. If the address of any stockholder does not
appear upon the records of the corporation, it will be sufficient to address any
notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of
meeting, setting forth the substance of the notice or having a copy thereof
attached, the date the notice was mailed or personally delivered to the
stockholders and the addresses to which the notice was mailed, shall be prima
facie evidence of the manner and fact of giving such notice.

          (e) Any stockholder may waive notice of any meeting by a signed
writing, either before or after the meeting.

     Section 1.05 Meeting Without Notice.
                  ----------------------

          (a) Whenever all persons entitled to vote at any meeting consent,
either by:

               (1) A writing on the records of the meeting or filed with the
               secretary; or

               (2) Presence at such meeting and oral consent entered on the
               minutes; or

               (3) Taking part in the deliberations at such meeting without
               objection;

the doings of such meeting shall be as valid as if had at a meeting regularly
called and noticed.

          (b) At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.

                                     2 of 17



          (c) If any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of the meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having the right to
vote at such meeting.

          (d) Such consent or approval may be by proxy or power of attorney, but
all such proxies and powers of attorney must be in writing.

     Section 1.06 Determination of Stockholders of Record.
                  ---------------------------------------

          (a) For the purpose of determining the stockholders entitled to notice
of and to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any distribution or the 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 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.

          (b) If no record date is fixed, the record date for determining
stockholders: (i) entitled to notice of and to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; (ii) entitled to express
consent to corporate action in writing without a meeting shall be the day on
which the first written consent is expressed; and (iii) for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote an any 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 1.07 Quorum; Adjourned Meetings.
                  --------------------------

          (a) Unless the Articles of Incorporation provide for a different
proportion, stockholders holding at least a majority of the voting power of the
corporation's stock, represented in person or by proxy, are necessary to
constitute a quorum for the transaction of business at any meeting. If, on any
issue, voting by classes is required by the laws of the State of Nevada, the
Articles of Incorporation or these Bylaws, at least a majority of the voting
power within each such class is necessary to constitute a quorum of each such
class.

          (b) If a quorum is not represented, a majority of the voting power so
represented may adjourn the meeting from time to time until holders of the
voting power required to constitute a quorum shall be represented. At any such
adjourned meeting at which a quorum shall be represented, any business may be
transacted which might have been transacted as originally called. When a
stockholders' meeting is adjourned to another time or place hereunder, notice
need not be, given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. The stockholders
present at a duly convened meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum of the voting power.

                                     3 of 17



     Section 1.08 Voting.
                  ------

          (a) Unless otherwise provided in the Articles of Incorporation, or in
the resolution providing for the issuance of the stock adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of the
Articles of Incorporation, each stockholder of record, or such stockholder's
duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for
each share of voting stock standing registered in such stockholder's name on the
record date.

          (b) Except as otherwise provided herein, all votes with respect to
shares standing in the name of an individual on the record date (including
pledged shares) shall be cast only by that individual or such individual's duly
authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting
trust. With respect to shares held by a representative of the estate of a
deceased stockholder, guardian, conservator, custodian or trustee, votes may be
cast by such holder upon proof of capacity, even though the shares do not stand
in the name of such holder. In the case of shares under the control of a
receiver, the receiver may cast votes carried by such shares even though the
shares do not stand in the name of the receiver; provided, that the order of the
court of competent jurisdiction which appoints the receiver contains the
authority to cast votes carried by such shares. If shares stand in the name of a
minor, votes may be cast only by the duly appointed guardian of the estate of
such minor if such guardian has provided the corporation with written proof of
such appointment.

          (c) With respect to shares standing in the name of another
corporation, partnership, limited liability company or other legal entity on the
record date, votes may be cast: (i) in the case of a corporation, by such
individual as the bylaws of such other corporation prescribe, by such individual
as may be appointed by resolution of the board of directors of such other
corporation or by such individual (including the officer making the
authorization) authorized in writing to do so by the Chairman, president or any
vice president of such corporation and (ii) in the case of a partnership,
limited liability company or other legal entity, by an individual representing
such stockholder upon presentation to the corporation of satisfactory evidence
of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no
votes may be cast for shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a
portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

                                     4 of 17



          (f) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a stockholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship in respect to the same shares, votes may
be cast in the following manner:

               (1) If only one person votes, the vote of such person binds all.

               (2) If more than one person casts votes, the act of the majority
so voting binds all.

               (3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately, as
split.

          (g) If a quorum is present, unless the Articles of Incorporation
provide for a different proportion, the affirmative vote of holders of at least
a majority of the voting power represented at the meeting and entitled to vote
on any matter shall be the act of the stockholders, unless voting by classes is
required for any action of the stockholders by the laws of the State of Nevada,
the Articles of Incorporation or these Bylaws, in which case the affirmative
vote of holders of a least a majority of the voting power of each such class
shall be required.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
                  -------
entitled to vote may designate, in a manner permitted by the laws of the State
of Nevada, another person or persons to act as a proxy or proxies. No proxy is
valid after the expiration of six (6) months from the date of its creation,
unless it is coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its creation. Every proxy shall continue in full force and effect until
its expiration or revocation in a manner permitted by the laws of the State of
Nevada.

     Section 1.10 Order of Business. At the annual stockholder's meeting, the
                  -----------------
regular order of business shall be as follows:

          1. Determination of stockholders present and existence of quorum, in
          person or by proxy;

          2. Reading and approval of the minutes of the previous meeting or
          meetings;

          3. Reports of the Board of Directors, and, if any, the president,
          treasurer and secretary of the corporation;

          4. Reports of committees;

          5. Election of directors,

          6. Unfinished business;

                                     5 of 17



          7. New business;

          8. Adjournment.

     Section 1.11 Absentees' Consent to Meetings. Transactions of any meeting of
                  ------------------------------
the stockholders are as valid as though had at a meeting duly held after regular
call and notice if a quorum is represented, either in person or by proxy, and
if, either before or after the meeting, each of the persons entitled to vote,
not represented in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not properly included in the notice if such objection
is expressly made at the time any such matters are presented at the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of stockholders need be specified in any written waiver of
notice or consent, except as otherwise provided in Section 1.04(a) and (b) of
these Bylaws.

     Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting
                  -------------------
of the stockholders by means of a telephone conference or similar method of
communication by which all individuals participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section 1.12 constitutes
presence in person at the meeting.

     Section 1.13 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by the holders of the voting power of the
corporation that would be required at a meeting to constitute the act of the
stockholders. Whenever action is taken by written consent, a meeting of
stockholders need not be called or notice given. The written consent may be
signed in counterparts and must be filed with the minutes of the proceedings of
the stockholders.

                                   ARTICLE II
                                    DIRECTORS

     Section 2.01 Number, Tenure, and Qualifications. Unless a larger number is
                  ----------------------------------
required by the laws of the State of Nevada or the Articles of Incorporation or
until changed in the manner provided herein, the Board of Directors of the
corporation shall consist of at least one (1) individual who shall be elected at
the annual meeting of the stockholders of the corporation and who shall hold
office for one (1) year or until his or her successor or successors are elected
and qualify. A director need not be a stockholder of the corporation.

     Section 2.02 Change In Number. Subject to any limitations in the laws of
                  ----------------
the State of Nevada, the Articles of Incorporation or these Bylaws, the number
of directors may be changed from time to time by resolution adopted by the Board
of Directors or the stockholders.

                                     6 of 17



     Section 2.03 Reduction In Number. No reduction of the number of directors
                  -------------------
shall have the effect of removing any director prior to the expiration of his
term of office.

     Section 2.04 Resignation. Any director may resign effective upon giving
                  -----------
written notice to the Chairman, the president, the secretary, or in the absence
of all of them, any other officer, unless the notice specifies a later time for
effectiveness of such resignation. A majority of the remaining directors, though
less than a quorum, may appoint a successor to take office when the resignation
becomes effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director.

     Section 2.05 Removal.
                  -------

          (a) The Board of Directors of the corporation, by majority vote, may
declare vacant the office of a director who has been declared incompetent by an
order of a court of competent jurisdiction or convicted of a felony.

          (b) Any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote, except that if the
corporation's Articles of Incorporation provide for the election of directors by
cumulative voting, no director may be removed from office except upon the vote
of stockholders owning sufficient shares to have prevented such director's
election to office in the first instance.

     Section 2.06 Vacancies.
                  ---------

          (a) All vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors,
though less than a quorum, unless it is otherwise provided in the Articles of
Incorporation unless, in the case of removal of a director, the stockholders by
a majority of voting power shall have appointed a successor to the removed
director. Subject to the provisions of Subsection (b) below, (i) in the case of
the replacement of a director, the appointed director shall hold office during
the remainder of the term of office of the replaced director, and (ii) in the
case of an increase in the number of directors, the appointed director shall
hold office until the next meeting of stockholders at which directors are
elected.

          (b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total voting power
entitled to vote may call a special meeting of the stockholders to elect the
entire Board of Directors. The term of office of any director shall terminate
upon such election of a successor.

                                     7 of 17



     Section 2.07 Annual and Regular Meetings. Immediately following the
                  ---------------------------
adjournment of, and at the same place as, the annual or any special meeting of
the stockholders at which directors are elected other than pursuant to Section
2.06 of this Article, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice, other than this provision, to
elect officers and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date,
and hour for holding regular meetings between annual meetings.

     Section 2.08 Special Meetings. Special meetings of the Board of Directors
                  ----------------
may be called by the Chairman, or if there be no Chairman, by the president or
secretary, and shall be called by the Chairman, the president or the secretary
upon the request of any two (2) directors. If the Chairman, or if there be no
Chairman, both the president and secretary, refuses or neglects to call such
special meeting, a special meeting may be called by notice signed by any two (2)
directors.

     Section 2.09 Place of Meetings. Any regular or special meeting of the
                  -----------------
directors of the corporation may be held at such place as the Board of
Directors, or in the absence of such designation, as the notice calling such
meeting, may designate. A waiver of notice signed by directors may designate any
place for the holding of such meeting.

     Section 2.10 Notice of Meetings. Except as otherwise provided in Section
                  ------------------
2.07, there shall be delivered to all directors, at least forty-eight (48) hours
before the time of such meeting, a copy of a written notice of any meeting by
delivery of such notice personally by mailing such notice postage prepaid or by
telegram. Such notice shall be addressed in the manner provided for notice to
stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting, and
the attendance of a director at a meeting and oral consent entered on the
minutes of such meeting shall constitute waiver of notice of the meeting unless
such director objects, prior to the transaction of any business, that the
meeting was not lawfully called or convened. Attendance for the express purpose
of objecting to the transaction of business because the meeting was not properly
called or convened shall not constitute presence nor a waiver of notice for
purposes hereof.

     Section 2.11 Quorum; Adjourned Meetings.
                  --------------------------

          (a) A majority of the directors in office, at a meeting duly
assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

     Section 2.12 Board of Directors' Decisions. The affirmative vote of a
                  -----------------------------
majority of the directors present at a meeting at which a quorum is present is
the act of the Board of Directors.

                                     8 of 17



     Section 2.13 Telephonic Meetings. Members of the Board of Directors or of
                  -------------------
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 telephone conference
or similar method of communication by which all persons participating in such
meeting can hear each other. Participation in a meeting pursuant to this Section
2.13 constitutes presence in person at the meeting.

     Section 2.14 Action Without Meeting. Any action required or permitted to be
                  ----------------------
taken at a meeting of the Board of Directors or of a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all of the members of the Board of Directors or the
committee. The written consent may be signed in counterparts and must be filed
with the minutes of the proceedings of the Board of Directors or committee.

     Section 2.15 Powers and Duties.
                  -----------------

          (a) Except as otherwise restricted in the laws of the State of Nevada
or the Articles of Incorporation, the Board of Directors has full control over
the affairs of the corporation. The Board of Directors may delegate any of its
authority to manage, control or conduct the business of the corporation to any
standing or special committee or to any officer or agent and to appoint any
persons to be agents of the corporation with such powers, including the power to
subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the
stockholders at an annual meeting or a special meeting of the stockholders shall
so present, a full and clear report of the condition of the corporation.

          (c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
any special meeting properly called for the purpose of considering any such
contract or act, provided a quorum is present.

     Section 2.16 Compensation. The directors and members of committees shall be
                  ------------
allowed and paid all necessary expenses incurred in attending any meetings of
the Board of Directors or committees. Subject to any limitations contained in
the laws of the State of Nevada, the Articles of Incorporation or any contract
or agreement to which the corporation is a party, directors may receive
compensation for their services as directors as determined by the Board of
Directors, but only during such times as the corporation may legally declare and
pay distributions on its stock, unless the payment of such compensation is first
approved by the stockholders entitled to vote for the election of directors.

     Section 2.17 Board of Directors' Officers Chairman; Presiding Over
                  -----------------------------------------------------
Meetings.
- --------

          (a) At its annual meeting, the Board of Directors may elect, from
among its members, a Chairman, who shall preside at meetings of the Board of
Directors and may, if the stockholders so determine, preside at the meetings of
the stockholders. If no Chairman is elected, or if the stockholders determine
that the Chairman shall not preside at a meeting of the stockholders, or if the
Chairman elects not to preside at such a meeting or is absent, the stockholders
or Board of Directors, as applicable, may appoint a chairman, who need not be a
stockholder or from among the

                                     9 of 17



members of the Board (as applicable), who may preside over such meeting or, in
the absence of any such appointment, the president shall preside at such
meeting. The Board of Directors shall also elect such other officers of the
Board of Directors and for such term as it may, from time to time, determine
advisable.

          (b) Any vacancy in any office of the Board of Directors because of
death, resignation, removal or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.

     Section 2.18 Order of Business. The order of business at any meeting of the
                  -----------------
Board of Directors shall be as follows:

          1. Determination of members present and existence of quorum;

          2. Reading and approval of the minutes of any previous meeting or
          meetings;

          3. Reports of officers and committeemen;

          4. Election of officers (annual meeting);

          5. Unfinished business;

          6. New business;

          7. Adjournment.

                                   ARTICLE III
                                    OFFICERS

     Section 3.01 Election. The Board of Directors, at its annual meeting, shall
                  --------
elect a president, a secretary and a treasurer to hold office for a term of one
(1) year or until their successors are chosen and qualify. Any individual may
hold two or more offices. The Board of Directors may, from time to time, by
resolution, elect a chief executive officer and one or more vice presidents,
assistant secretaries and assistant treasurers and appoint agents of the
corporation, prescribe their duties and fix their compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or
                  --------------------
appointed by the Board of Directors may be removed by it with or without cause.
Any officer may resign at any time upon written notice to the corporation. Any
such removal or resignation shall be subject to the rights, if any, of the
respective parties under any contract between the corporation and such officer
or agent.

     Section 3.03 Vacancies. Any vacancy in any office because of death,
                  ---------
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

                                    10 of 17



     Section 3.04 President; Chief Executive Officer.
                  ----------------------------------

          (a) The president may also be the chief executive officer of the
corporation, or, if the Chairman or any other individual has been designated as
the chief executive officer, the president may be the chief operations officer
of the corporation, in either case subject to the supervision and control of the
Board of Directors. The president shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
expressly delegated to some other officer or agent of the corporation.

          (b) The president shall have full power and authority on behalf of the
corporation to attend and to act and to vote, or designate such other officer or
agent of the corporation to attend and to act and to vote, at any meetings of
the stockholders of any corporation in which the corporation may hold stock and,
at any such meetings, shall possess and may exercise any and all rights and
powers incident to the ownership of such stock. The Board of Directors, by
resolution from time to time, may confer like powers on any person or persons in
place of the president to exercise such powers for these purposes.

          (c) The chief executive officer shall perform such duties as usually
pertain to the position of chief executive officer and such duties as may be
prescribed by the Board of Directors.

     Section 3.05 Vice Presidents. The Board of Directors may elect one or more
                  ---------------
vice presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act and
such other duties as shall be prescribed by the Board of Directors or the
president.

     Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the
                  ---------
minutes of proceedings of the stockholders and the Board of Directors in books
provided for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the president in the name of
the corporation all contracts in which the corporation is authorized to enter,
shall have the custody or designate control of the corporate seal, shall affix
the corporate seal to all certificates of stock duly issued by the corporation,
shall have charge or designate control of stock certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors or appropriate committee may direct, and shall, in general, perform
all duties incident to the office of the secretary.

     Section 3.07 Assistant Secretaries. The Board of Directors may appoint one
                  ---------------------
or more assistant secretaries who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the secretary.

     Section 3.08 Treasurer. The treasurer shall be the chief financial officer
                  ---------
of the corporation, subject to the supervision and control of the Board of
Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer may sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and

                                    11 of 17



custody of the stocks, bonds, certificates, vouchers, evidence of debts,
securities, and such other property belonging to the corporation as the Board of
Directors shall designate, and shall sign all papers required by law, by these
Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter, or cause to be entered, regularly in the financial
records of the corporation, to be kept for that purpose, full and accurate
accounts of all monies received and paid on account of the corporation and,
whenever required by the Board of Directors, the treasurer shall render a
statement of any or all accounts. The treasurer shall at all reasonable times
exhibit the books of account to any director of the corporation and shall
perform all acts incident to the position of treasurer subject to the control of
the Board of Directors. The treasurer shall, if required by the Board of
Directors, give bond to the corporation in such sum and with such security as
shall be approved by the Board of Directors for the faithful performance of all
the duties of treasurer and for restoration to the corporation, in the event of
the treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property in the treasurer's
custody or control and belonging to the corporation. The expense of such bond
shall be borne by the corporation.

     Section 3.09 Assistant Treasurers. The Board of Directors may appoint one
                  --------------------
or more assistant treasurers who shall have such powers and perform such duties
as may be prescribed by the Board of Directors or the treasurer. The Board of
Directors may require an assistant treasurer to give a bond to the corporation
in such sum and with such security as it may approve, for the faithful
performance of the duties of assistant treasurer, and for restoration to the
corporation, in the event of the assistant treasurer's death, resignation,
retirement or removal from office, of all books, records, papers, vouchers,
money and other property in the assistant treasurer's custody or control and
belonging to the corporation. The expense of such bond shall be borne by the
corporation.

                                   ARTICLE IV
                                  CAPITAL STOCK

     Section 4.01 Issuance. Shares of the corporation's authorized stock shall,
                  --------
subject to any provisions or limitations of the laws of the State of Nevada, the
Articles of Incorporation or any contracts or agreements to which the
corporation may be a party, be issued in such manner, at such times, upon such
conditions and for such consideration as shall be prescribed by the Board of
Directors.

     Section 4.02 Certificates. Ownership in the corporation shall be evidenced
                  ------------
by certificates for shares of stock in such form as shall be prescribed by the
Board of Directors, shall be under the seal of the corporation and shall be
manually signed by the president or a vice president and also by the secretary
or an assistant secretary; provided, however, whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of said officers of the
corporation may be printed or lithographed upon the certificate in lieu of the
actual signatures. If the Corporation uses facsimile signatures of its officers
on its stock certificates, it shall not act as registrar of its own stock, but
its transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns any stock certificates in both capacities.
Each certificate shall contain the name of the record holder, the number,
designation, if any, class or series of shares represented, a statement or
summary of any applicable rights, preferences, privileges or restrictions
thereon, and a statement, if applicable, that the shares are assessable. All
certificates shall be consecutively numbered. If provided by the stockholder,
the

                                    12 of 17



name, address and federal tax identification number of the stockholder, the
number of shares, and the date of issue shall be entered in the stock transfer
records of the corporation.

     Section 4.03 Surrendered; Lost or Destroyed Certificates. All certificates
                  -------------------------------------------
surrendered to the corporation, except those representing shares of treasury
stock, shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been canceled, except that in
case of a lost, stolen, destroyed or mutilated certificate, a new one may be
issued therefor. However, any stockholder applying for the issuance of a stock
certificate in lieu of one alleged to have been lost, stolen, destroyed or
mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft,
destruction or mutilation and, if required by the Board of Directors, an
indemnity bond in an amount not less than twice the current market value of the
stock, and upon such terms as the treasurer or the Board of Directors shall
require which shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.

     Section 4.04 Replacement Certificate. When the Articles of Incorporation
                  -----------------------
are amended in any way affecting the statements contained in the certificates
for outstanding shares of capital stock of the corporation or it becomes
desirable for any reason, in the discretion of the Board of Directors,
including, without limitation, the merger of the corporation with another
corporation or the reorganization of the corporation, to cancel any outstanding
certificate for shares and issue a new certificate therefor conforming to the
rights of the holder, the Board of Directors may order any holders of
outstanding certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors. The
order may provide that a holder of any certificate(s) ordered to be surrendered
shall not be entitled to vote, receive distributions or exercise any other
rights of stockholders of record until the holder has complied with the order,
but the order operates to suspend such rights only after notice and until
compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
                  ------------------
against the corporation except on surrender and cancellation of the certificates
therefor accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer in the records of the
corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint
                  --------------------------
one or more transfer agents, transfer clerk and registrars of transfer and may
require all certificates for shares of stock to bear the signature of such
transfer agent, transfer clerk and/or registrar of transfer.

     Section 4.07 Stock Transfer Records. The stock transfer records shall be
                  ----------------------
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of distributions as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be transferable
for purposes of Article V and no voting rights shall be deemed transferred
during such periods. Subject to the forgoing limitations, nothing contained
herein shall cause transfers during such periods to be void or voidable.

                                    13 of 17



     Section 4.08 Miscellaneous. The Board of Directors shall have the power and
                  -------------
authority to make such rules and regulations not inconsistent herewith as it may
deem expedient concerning the issue, transfer, and registration of certificates
for shares of the corporation's stock.

                                    ARTICLE V
                                  DISTRIBUTIONS

     Section 5.01 Distributions may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06, prior to the
distribution for the purpose of determining stockholders entitled to receive any
distribution. The Board of Directors may close the stock transfer books for such
purpose for a period of not more than ten (10) days prior to the date of such
distribution.

                                   ARTICLE VI
                  RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Records. All original records of the corporation shall be kept
                  -------
by or under the direction of the secretary or at such places as may be
prescribed by the Board of Directors.

     Section 6.02 Directors' and Officers' Right of Inspection. Every director
                  --------------------------------------------
and officer shall have the absolute right at any reasonable time for a purpose
reasonably related to the exercise of such individual's duties to inspect and
copy all of the corporation's books, records, and documents of every kind and to
inspect the physical properties of the corporation and/or its subsidiary
corporations. Such inspection may be made in person or by agent or attorney.

     Section 6.03 Corporate Seal. The Board of Directors may, by resolution,
                  --------------
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

     Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall
                  ---------------
be such date as may be fixed from time to time by resolution of the Board of
Directors.

     Section 6.05 Reserves. The Board of Directors may create, by resolution,
                  --------
such reserves as the directors may, from time to time, in their discretion,
think proper to provide for contingencies, or to equalize distributions or to
repair or maintain any property of the corporation, or for such other purpose as
the Board of Directors may deem beneficial to the corporation, and the directors
may modify or abolish any such reserves in the manner in which they were
created.

                                    14 of 17



                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.01 Indemnification and Insurance.
                  -----------------------------

          (a) Indemnification of Directors and Officers.
              -----------------------------------------

               (i) For purposes of this Article, (A) "Indemnitee" shall mean
each director or officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined),
by reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving in any capacity at the request of the
corporation as a director, officer, employee, agent, partner, or fiduciary of,
or in any other capacity for, another corporation or any partnership, joint
venture, trust, or other enterprise; and (B) "Proceeding" shall mean any
threatened, pending or completed action or suit (including without limitation an
action, suit or proceeding by or in the right of the corporation), whether
civil, criminal, administrative or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by
the corporation for all actions taken by him or her and for all omissions
(regardless of the date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines, taxes, penalties, and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as
to an Indemnitee who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and administrators.

          (b) Indemnification of Employees and Other Persons.
              -----------------------------------------------

               The corporation may, by action of its Board of Directors and to
the extent provided in such action, indemnify employees and other persons as
though they were Indemnitees.

          (c) Non-Exclusivity of Rights.
              -------------------------

               The rights to indemnification provided in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, provision of the corporation's Articles of Incorporation or
Bylaws, agreement, vote of stockholders or directors, or otherwise.

          (d) Insurance.
              ---------
               The corporation may purchase and maintain insurance or make other
financial arrangements on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by him
or her in his or her capacity

                                    15 of 17



as a director, officer, employee or agent, or arising out of his or her status
as such, whether or not the corporation has the authority to indemnify him or
her against such liability and expenses.

          (e) Other Financial Arrangements.
              ----------------------------

               The other financial arrangements which may be made by the
corporation may include the following (i) the creation of a trust fund; (ii) the
establishment of a program of self-insurance; (iii) the securing of its
obligation of indemnification by granting a security interest or other lien on
any assets of the corporation; (iv) the establishment of a letter of credit,
guarantee or surety. No financial arrangement made pursuant to this subsection
may provide protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable for
intentional misconduct, fraud, or a knowing violation of law, except with
respect to advancement of expenses or indemnification ordered by a court.

          (f) Other Matters Relating to Insurance or Financial Arrangements.
              -------------------------------------------------------------

               Any insurance or other financial arrangement made on behalf of a
person pursuant to this section may be provided by the corporation or any other
person approved by the Board of Directors, even if all or part of the other
person's stock or other securities is owned by the corporation. In the absence
of fraud:

               (i) the decision of the Board of Directors as to the propriety of
the terms and conditions of any insurance or other financial arrangement made
pursuant to this section and the choice of the person to provide the insurance
or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

                    (A)  is not void or voidable; and

                    (B)  does not subject any director approving it to personal
                         liability for his action, even if a director approving
                         the insurance or other financial arrangement is a
                         beneficiary of the insurance or other financial
                         arrangement.

     Section 7.02 Amendment. The provisions of this Article VII relating to
                  ---------
indemnification shall constitute a contract between the corporation and each of
its directors and officers which may be modified as to any director or officer
only with that person's consent or as specifically provided in this Section.
Notwithstanding any other provision of these Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
director or officer shall apply to such director or officer only on a
prospective basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other provision of
these Bylaws (including, without limitation, Article VIII below), no repeal or
amendment of these Bylaws shall affect any or all of this Article VII so as to
limit or reduce the indemnification in any manner unless adopted by (a) the
unanimous vote of the directors of the corporation then serving, or (b) by the
stockholders as set forth in Article VIII hereof; provided that no such
amendment shall have a retroactive effect inconsistent with the preceding
sentence.

                                    16 of 17



                                  ARTICLE VIII
                               AMENDMENT OR REPEAL

     Section 8.01 Amendment or Repeal. Except as otherwise restricted in the
                  -------------------
Articles of Incorporation or these Bylaws:

          (a) Any provision of these Bylaws may be altered, amended or repealed
by the Board of Directors at the annual of the Board of Directors without prior
notice, or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such special
meeting.

          (b) These Bylaws may also be altered, amended, or repealed at a duly
convened meeting of the stockholders by the affirmative vote of the holders of
51% of the voting power of the corporation entitled to vote. The stockholders
may provide by resolution that any Bylaw provision altered, amended or repealed
by them, or any Bylaw provision adopted by them, may not be altered, amended or
repealed by the Board of Directors.

                                   ARTICLE IX
                             CHANGES IN NEVADA LAW

     Section 9.01 Changes in Nevada Law. References in these Bylaws to Nevada
                  ---------------------
law or to any provision thereof shall be to such law as it existed on the date
these Bylaws were adopted or as such law thereafter may be changed; provided
that (a) in the case of any change which expands the liability of directors or
officers or limits the indemnification rights or the rights to advancement of
expenses which the corporation may provide in Article VII hereof, the rights to
limited liability, to indemnification and to the advancement of expenses
provided in the corporation's Articles of Incorporation and/or these Bylaws
shall continue as theretofore to the extent permitted by law; and (b) if such
change permits the corporation, without the requirement of any further action by
stockholders or directors, to limit further the liability of directors or
officers or to provide broader indemnification rights or rights to the
advancement of expenses than the corporation was permitted to provide prior to
such change, then liability thereupon shall be so limited and the rights to
indemnification and the advancement of expenses shall be so broadened to the
extent permitted by law.

                                 CERTIFICATION

          The undersigned duly elected secretary of the corporation, does hereby
certify that the foregoing Bylaws were adopted by the Board of Directors on the
22nd day of November, 1999.


                                              /s/ Allan B. Solomon
                                              ----------------------------------
                                              Allan B. Solomon, Secretary

                                    17 of 17

EX-4.3

                                                                     EXHIBIT 4.3

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



                               __________________

                                    INDENTURE

                                 MARCH 27, 2002

                                  BY AND AMONG

                       STATE STREET BANK AND TRUST COMPANY
                                    TRUSTEE,

                           ISLE OF CAPRI CASINOS, INC.

                                       AND

                            THE SUBSIDIARY GUARANTORS
                      LISTED ON THE SIGNATURE PAGES HEREOF

                               __________________

                                  $200,000,000

                      9% SENIOR SUBORDINATED NOTES DUE 2012


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



                               TABLE OF CONTENTS
                               -----------------



                                                                                   Page
                                                                                   ----
                                                                                
ARTICLE ONE:   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...........    2
  SECTION 1.01.   Definitions ....................................................    2
  SECTION 1.02.   Compliance Certificates and Opinions ...........................   28
  SECTION 1.03.   Form of Documents Delivered to Trustee .........................   29
  SECTION 1.04.   Acts of Holders ................................................   29
  SECTION 1.05.   Notices, etc. to Trustee and Company ...........................   31
  SECTION 1.06.   Notice to Holders; Waiver ......................................   31
  SECTION 1.07.   Effect of Headings and Table of Contents .......................   31
  SECTION 1.08.   Successors and Assigns .........................................   32
  SECTION 1.09.   Separability Clause ............................................   32
  SECTION 1.10.   Benefits of Indenture ..........................................   32
  SECTION 1.11.   Governing Law ..................................................   32
  SECTION 1.12.   Legal Holidays .................................................   32
  SECTION 1.13.   Incorporation by Reference of Trust Indenture Act ..............   32
  SECTION 1.14.   Rules of Construction ..........................................   33

ARTICLE TWO:   NOTE FORMS ........................................................   33
  SECTION 2.01.   Forms Generally ................................................   33
  SECTION 2.02.   Temporary Notes ................................................   35

ARTICLE THREE: THE NOTES .........................................................   35
  SECTION 3.01.   Title and Terms ................................................   35
  SECTION 3.02.   Denominations ..................................................   35
  SECTION 3.03.   Execution, Authentication, Delivery and Dating .................   36
  SECTION 3.04.   Note Registrar; Paying Agent; Depositary; Global Note
                  Holder .........................................................   37
  SECTION 3.05.   Noteholder Lists                                                   37
  SECTION 3.06.   Transfer and Exchange ..........................................   37
  SECTION 3.07.   Mutilated, Destroyed, Lost and Stolen Notes ....................   43
  SECTION 3.08.   Payment of Interest; Interest Rights Preserved .................   44
  SECTION 3.09.   Persons Deemed Owners ..........................................   45
  SECTION 3.10.   Cancellation ...................................................   45
  SECTION 3.11.   Computation of Interest ........................................   45
  SECTION 3.12.   Cusip Number ...................................................   46

ARTICLE FOUR:  SATISFACTION AND DISCHARGE ........................................   46
  SECTION 4.01.   Satisfaction and Discharge of Indenture ........................   46
  SECTION 4.02.   Application of Trust Money .....................................   47

ARTICLE FIVE:  REMEDIES ..........................................................   47
  SECTION 5.01.   Events of Default ..............................................   47
  SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment .............   49
  SECTION 5.03.   Collection Of Indebtedness And Suits For Enforcement By
                  Trustee ........................................................   50


                                      -i-



                               TABLE OF CONTENTS
                               -----------------
                                  (continued)



                                                                                     Page
                                                                                     ----
                                                                                  
    SECTION 5.04.      Trustee May File Proofs of Claim ............................  51
    SECTION 5.05.      Trustee May Enforce Claims without Possession of Notes ......  51
    SECTION 5.06.      Application of Money Collected ..............................  52
    SECTION 5.07.      Limitation on Suits .........................................  52
    SECTION 5.08.      Unconditional Right of Holders to Receive Principal,
                       Premium, Interest ...........................................  53
    SECTION 5.09.      Restoration of Rights and Remedies ..........................  53
    SECTION 5.10.      Rights and Remedies Cumulative ..............................  53
    SECTION 5.11.      Delay or Omission not Waiver ................................  54
    SECTION 5.12.      Control by Holders ..........................................  54
    SECTION 5.13.      Waiver of Past Defaults .....................................  54
    SECTION 5.14.      Waiver of Stay or Extension Laws ............................  54

ARTICLE SIX:     THE TRUSTEE .......................................................  55
    SECTION 6.01.      Notice of Defaults ..........................................  55
    SECTION 6.02.      Certain Rights of Trustee ...................................  55
    SECTION 6.03.      Trustee Not Responsible for Recitals or Issuance of Notes ...  56
    SECTION 6.04.      May Hold Notes ..............................................  57
    SECTION 6.05.      Money Held in Trust .........................................  57
    SECTION 6.06.      Compensation And Reimbursement ..............................  57
    SECTION 6.07.      Corporate Trustee Required; Eligibility .....................  58
    SECTION 6.08.      Resignation and Removal; Appointment of Successor ...........  58
    SECTION 6.09.      Acceptance of Appointment by Successor ......................  59
    SECTION 6.10.      Merger or Conversion, Consolidation or Succession
                       to Business .................................................  60
    SECTION 6.11.      Preferential Collection of Claims Against Company ...........  60
    SECTION 6.12.      Paying Agent, Registrar .....................................  60

ARTICLE SEVEN:   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY .................  61
    SECTION 7.01.      Company to Furnish Trustee Names and Addresses of
                       Holders .....................................................  61
    SECTION 7.02.      Preservation of Information; Communications to Holders ......  62
    SECTION 7.03.      Disclosure of Names and Addresses of Holders ................  63
    SECTION 7.04.      Reports by Trustee ..........................................  63
    SECTION 7.05.      Reports by Company ..........................................  63

ARTICLE EIGHT:   CONSOLIDATION, MERGER OR CONVEYANCE, TRANSFER OR LEASE ............  64
    SECTION 8.01.      Company and Restricted Subsidiaries May Consolidate,
                       Merge, Transfer or Lease only on Certain Terms ..............  64
    SECTION 8.02.      Successor Substituted .......................................  65

ARTICLE NINE:    SUPPLEMENTAL INDENTURES AND AMENDMENTS ............................  66
    SECTION 9.01.      Supplemental Indentures without the Consent of Holders ......  66


                                      -ii-



                               TABLE OF CONTENTS
                               -----------------
                                  (continued)



                                                                                     Page
                                                                                     ----
                                                                                  
   SECTION 9.02.    Supplemental Indentures with the Consent of Holders ...........   67
   SECTION 9.03.    Execution of Supplemental Indentures ..........................   68
   SECTION 9.04.    Effect of Supplemental Indenture ..............................   69
   SECTION 9.05.    Conformity with Trust Indenture Act ...........................   69
   SECTION 9.06.    Reference in Notes to Supplemental Indentures .................   69
   SECTION 9.07.    Notice of Supplemental Indentures .............................   69

ARTICLE TEN:    CERTAIN COVENANTS .................................................   70
   SECTION 10.01.   Payment of Principal, Premium, if any, Interest ...............   70
   SECTION 10.02.   Maintenance of Office or Agency ...............................   70
   SECTION 10.03.   Agency for Note Payments to Be Held in Trust ..................   70
   SECTION 10.04.   Corporate Existence ...........................................   72
   SECTION 10.05.   Payment of Taxes and other Claims .............................   72
   SECTION 10.06.   Maintenance of Properties .....................................   72
   SECTION 10.07.   Maintenance of Insurance ......................................   72
   SECTION 10.08.   Statement by Officers as to Default ...........................   73
   SECTION 10.09.   Reports to Holders of Notes ...................................   73
   SECTION 10.10.   Limitation on Indebtedness ....................................   74
   SECTION 10.11.   Limitation on Liens ...........................................   76
   SECTION 10.12.   Limitation on Restricted Payments .............................   78
   SECTION 10.13.   Limitation on Dividends and other Payment Restrictions
                    Affecting Restricted Subsidiaries .............................   80
   SECTION 10.14.   Limitation on Asset Sales and Events of Loss ..................   81
   SECTION 10.15.   Limitation on Disposition of Stock of Restricted
                    Subsidiaries ..................................................   81
   SECTION 10.16.   Limitation on Transactions with Affiliates ....................   82
   SECTION 10.17.   Change in Nature of Business ..................................   83
   SECTION 10.18.   Restricted and Unrestricted Subsidiaries; Subsidiary
                    Guarantors ....................................................   83
   SECTION 10.19.   Stay, Extension and Usury Laws ................................   85
   SECTION 10.20.   Limitation on Other Senior Subordinated Indebtedness ..........   85

ARTICLE ELEVEN: REDEMPTION OF AND REPURCHASE OF SECURITIES ........................   86
   SECTION 11.01.   Right of Redemption ...........................................   86
   SECTION 11.02.   Applicability of Article ......................................   87
   SECTION 11.03.   Election to Redeem; Notice to Trustee .........................   87
   SECTION 11.04.   Selection by Trustee of Notes to Be Redeemed or Repurchased ...   87
   SECTION 11.05.   Notice of Redemption ..........................................   88
   SECTION 11.06.   Deposit of Redemption Price ...................................   88
   SECTION 11.07.   Notes Payable on Redemption Date ..............................   88
   SECTION 11.08.   Notes Redeemed in Part ........................................   89
   SECTION 11.09.   Change of Control Repurchase Offer ............................   89
   SECTION 11.10.   Asset Sale/Loss Proceeds Repurchase Offer .....................   89



                                     -iii-



                               TABLE OF CONTENTS
                               -----------------
                                  (continued)



                                                                                  Page
                                                                                  ----
                                                                               
   SECTION 11.11.   Procedures for Offers to Repurchase Notes ..................   90
   SECTION 11.12.   Effect of Repurchase Notice ................................   92
   SECTION 11.13.   Deposit of Repurchase Price ................................   93
   SECTION 11.14.   Covenant to Comply with Securities Laws upon
                    Repurchase of Notes ........................................   93
   SECTION 11.15.   Repayment to the Company ...................................   93

ARTICLE TWELVE:   GUARANTEES ...................................................   93
   SECTION 12.01.   Subsidiary Guarantees ......................................   93
   SECTION 12.02.   Nature of Subsidiary Guarantees ............................   94
   SECTION 12.03.   Authorization ..............................................   94
   SECTION 12.04.   Certain Waivers ............................................   95
   SECTION 12.05.   No Subrogation; Certain Agreements .........................   96
   SECTION 12.06.   Bankruptcy; No Discharge ...................................   97
   SECTION 12.07.   Severability of Void Obligations under Subsidiary
                    Guarantees .................................................   97
   SECTION 12.08.   Right of Contribution ......................................   98
   SECTION 12.09.   Additional Subsidiary Guarantors ...........................   98
   SECTION 12.10.   Release of a Subsidiary Guarantor ..........................   99

ARTICLE THIRTEEN: DEFEASANCE AND COVENANT DEFEASANCE ...........................   99
   SECTION 13.01.   Company's Option to Effect Defeasance or Covenant
                    Defeasance .................................................   99
   SECTION 13.02.   Defeasance and Discharge ...................................   99
   SECTION 13.03.   Covenant Defeasance ........................................  100
   SECTION 13.04.   Conditions to Defeasance or Covenant Defeasance ............  100
   SECTION 13.05.   Deposited Money and U.S. Government Obligations to Be
                    Held in Trust; Other Miscellaneous Provisions ..............  102
   SECTION 13.06.   Reinstatement ..............................................  102
   SECTION 13.07.   Counterparts ...............................................  103

ARTICLE FOURTEEN: SUBORDINATION ................................................  103
   SECTION 14.01.   Agreement to Subordinate ...................................  103
   SECTION 14.02.   Liquidation; Dissolution; Bankruptcy .......................  103
   SECTION 14.03.   Default on Designated Senior Indebtedness ..................  104
   SECTION 14.04.   Acceleration of the Notes ..................................  106
   SECTION 14.05.   When Distribution Must Be Paid Over ........................  106
   SECTION 14.06.   Notice by the Company and Subsidiary Guarantors ............  107
   SECTION 14.07.   Subrogation ................................................  107
   SECTION 14.08.   Relative Rights ............................................  107
   SECTION 14.09.   Subordination May Not Be Impaired by the Company and
                    Subsidiary Guarantors ......................................  108
   SECTION 14.10.   Distribution or Notice to Representative ...................  108


                                      -iv-



                                TABLE OF CONTENTS
                                -----------------
                                   (continued)

                                                                       Page
                                                                       ----

      SECTION 14.11.  Rights of Trustee and Paying Agent .............  108
      SECTION 14.12.  Authorization to Effect Subordination ..........  109
      SECTION 14.13.  Modification of terms of Senior Indebtedness ...  109

                                      -v-



                           Isle of Capri Casinos, Inc.

           Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture dated as of March 27, 2002

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

                    Trust Indenture
                    Act Section                  Indenture Section
                    -----------                  -----------------
                    310(a)(1) .................  6.07
                    310(a)(2) .................  6.07
                    310(b) ....................  6.04; 6.08
                    311 .......................  6.04; 6.11
                    312(a) ....................  3.05; 7.03
                    312(b) ....................  7.03
                    312(c) ....................  7.03
                    313(a) ....................  7.04
                    313(b) ....................  7.04
                    313(c) ....................  6.01; 7.04; 7.05
                    314(a) ....................  7.05; 10.09
                    314(a)(4) .................  10.08(a)
                    314(c)(1) .................  1.02
                    314(c)(2) .................  1.02
                    314(d) ....................  N/A
                    314(e) ....................  1.02
                    315(a) ....................  6.02
                    315(b) ....................  6.01
                    315(c) ....................  6.02
                    315(d) ....................  6.02
                    315(e) ....................  6.08
                    316(a)(last sentence) .....  1.01 ("Outstanding")
                    316(a)(1)(A) ..............  5.02, 5.12
                    316(a)(1)(B) ..............  5.13
                    316(b) ....................  5.08
                    316(c) ....................  1.04(d)
                    317(a)(1) .................  5.03
                    317(a)(2) .................  5.04
                    317(b) ....................  10.03
                    318(a) ....................  1.11
                    318(c) ....................  1.11

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



INDENTURE, dated as of March 27, 2002, by and among:

    (1) Isle of Capri Casinos, Inc., a Delaware corporation (the "Company") the
principal office of which is located at 1641 Popps Ferry Road, Biloxi,
Mississippi 39532,

    (2) Riverboat Corporation of Mississippi, a Mississippi corporation,
Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation,
Riverboat Services Incorporated, an Iowa corporation, CSNO, L.L.C., a Louisiana
limited liability company, Louisiana Riverboat Gaming Partnership, a Louisiana
general partnership, St. Charles Gaming Company, Inc., a Louisiana corporation,
IOC Holdings, L.L.C., a Louisiana limited liability company, Grand Palais
Riverboat, Inc., a Louisiana corporation, LRGP Holdings, L.L.C., a Louisiana
limited liability company, PPI, Inc., a Florida corporation, Isle of Capri
Casino Colorado, Inc., a Colorado corporation, Isle of Capri Casino-Tunica,
Inc., a Mississippi corporation, and IOC-Coahoma, Inc., a Mississippi
corporation, IOC-Natchez, Inc., a Mississippi corporation, IOC-Lula, Inc., a
Mississippi corporation, IOC-Boonville, Inc., a Nevada corporation, IOC-Kansas
City, Inc., a Missouri corporation, Isle of Capri Bettendorf, L.C., an Iowa
limited liability company, Isle of Capri Marquette, Inc., an Iowa corporation,
IOC-Davenport, Inc., an Iowa corporation, LL Holding Corporation, a Nevada
corporation and Gemini, Inc., a Nevada corporation (collectively, the
"Subsidiary Guarantors"),

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

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

              RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS

    A.  The Company has duly authorized the creation of an issue of 9% Senior
Subordinated Notes Due 2012 (the "Transfer Restricted Notes") and the Company's
9% Senior Subordinated Notes due 2012 to be issued in exchange for the Transfer
Restricted Notes pursuant to the terms of the Registration Rights Agreement (as
defined below) (the "Exchange Notes" and, together with the Transfer Restricted
Notes, the "Notes"), of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

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

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

    D.  All things necessary have been done to make the Notes, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the

                                       1



valid obligations of the Company and to make this Indenture a valid agreement of
the Company, in accordance with their and its terms.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

   ARTICLE ONE: DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      SECTION 1.01. Definitions.

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

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

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

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

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

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

      "Act" when used with respect to any Holder, has the meaning specified in
Section 1.04.

                                       2



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

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

     "Affiliate Transaction" has the meaning specified in Section 10.16.

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

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

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

     "Assets Held for Sale or Development" means:

         (a) the FFC Preferred Stock,

         (b) the Airplane,

         (c) the Real Estate Options,

         (d) the Cripple Creek Land, and

         (e) the Discontinued Assets.

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

                                       3



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

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

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

             (i)   Assets Held for Sale or Development,

             (ii)  any Excess Land,

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

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

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

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

             (vii) an Investment permitted under Section 10.12 or a disposition
       made in accordance with Section 8.01.

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

       "Bank Credit Facility" means that certain Amended and Restated Credit
Agreement dated as of March 2, 2000 among the Company, the lenders and agents
named therein and Canadian Imperial Bank of Commerce, as administrative agent
and issuing lender, including any notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended (including any amendment and restatement thereof), modified, extended,
deferred, refunded, substituted, replaced or refinanced from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of the Company as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, creditor, lender or group of agents, creditors or lenders.

                                       4



     "Beneficiaries" means the Holders and the Trustee.

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

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

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

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

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

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

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

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

         (d) repurchase agreements and reverse repurchase agreements relating to
   marketable direct obligations issued or unconditionally guaranteed by the
   United States government or any agency or other instrumentality thereof
   (provided that the full

                                       5



     faith and credit of the United States of America is pledged in support
     thereof), provided that the terms of such repurchase and reverse repurchase
     agreements comply with the guidelines set forth in the Federal Financial
     Agreements of Depository Institutions with Securities Dealers and Others,
     as adopted by the Comptroller of the Currency.

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

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

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

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

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

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

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

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

               (b)  during any period of 24 consecutive months, individuals who
     at the beginning of such period constituted the Board of Directors
     (together with any new or replacement directors whose election by the Board
     of Directors, or whose nomination for election by the Company's
     shareholders, was approved by a vote of at least a majority of

                                       6



     the directors then still in office who were either directors at the
     beginning of such period or whose election or nomination for election was
     previously so approved) cease for any reason to constitute a majority of
     the directors then in office;

               (c)  the Company consolidates with or merges with or into any
     Person or conveys, transfers or leases all or substantially all of its
     assets to any Person, pursuant to a transaction in which the Outstanding
     Voting Stock of the Company is changed into or exchanged for cash,
     securities or other property (other than any such transaction where the
     Outstanding Voting Stock of the Company is (a) changed only to the extent
     necessary to reflect a change in the jurisdiction of incorporation of the
     Company or (b) is exchanged for (x) Voting Stock of the surviving
     corporation which is not Disqualified Stock or (y) cash, securities and
     other property (other than Capital Stock of the surviving corporation) in
     an amount which could be paid by the Company as a Restricted Payment under
     Section 10.12 (and such amount shall be treated as a Restricted Payment)
     and no person or group, other than Permitted Equity Holders (including any
     Permitted Equity Holders who are part of a group where such Permitted
     Equity Holders beneficially own a majority of the voting power of the
     Voting Stock held by such group), owns immediately after such transaction,
     directly or indirectly, more than 35% of the combined voting power of the
     Outstanding Voting Stock of the surviving corporation; or

               (d)  the Company is liquidated or dissolved or adopts a plan of
     liquidation or dissolution other than in a transaction which complies with
     the provisions described under Section 8.01.

          "Change of Control Offer" has the meaning specified in Section 11.09.

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

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

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

          "Company Obligations" has the meaning set forth in Section 12.01.

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

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

                                       7



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

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

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

                    (i)   all Consolidated Interest Expense,

                    (ii)  Consolidated Non-cash Charges,

                    (iii) Consolidated Income Tax Expense, and

                    (iv)  any pre-opening expenses.

          "Consolidated Coverage Ratio" means the ratio of

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

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

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

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

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

                                       8



     the Company or such Restricted Subsidiary had directly incurred such
     guaranteed Indebtedness, and

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

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

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

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

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

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

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

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

                                       9



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

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

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

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

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

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

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

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

               (d)  the Net Income of any Restricted Subsidiary to the extent
     that the declaration of dividends or similar distributions by such
     Restricted Subsidiary of that

                                       10



     income is not at the time permitted, directly or indirectly, by operation
     of the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, law, rule or governmental regulations applicable to that
     Restricted Subsidiary or its stockholders.

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

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

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

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

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

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

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

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this Indenture is
located at 2 Avenue de LaFayette, Boston, Massachusetts, except that with
respect to presentation of Notes for payment or for registration of transfer or
exchange, such term shall also mean the office or agency of the Trustee at 61
Broadway, 15/th/ Floor, New York, New York.

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

                                       11



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

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

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Defeasance" and "Covenant Defeasance" have the meanings specified in
Sections 13.02 and 13.03, respectively.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 3.04 hereof as
the Depositary with respect to the Notes, and any successor thereto.

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

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

                (a)  the Diamond Lady riverboat;

                (b)  the Lucky Seven barge and other unused marine equipment;
                     and

                (c)  gaming equipment held for sale.

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

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

         "Event of Default" has the meaning specified in Section 5.01.

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

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

                                       12



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

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

         "Excess Land" means approximately 12 acres of land owned by the Company
or its Restricted Subsidiaries as of the Issue Date adjacent to the Isle-Bossier
City.

         "Excess Sale/Loss Proceeds" and "Excess Sale/Loss Proceeds Offer" have
the meanings set forth in Section 10.14 and Section 11.10, respectively.

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

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

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

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

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

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

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

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

                                       13



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

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

     "Indebtedness" of any Person means

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

             (i)   for borrowed money (whether or not the recourse of the lender
     is to the whole of the assets of such Person or only to a portion thereof),

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

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

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

             (i)   to pay or purchase such liability,

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

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

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

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

        (d)  all obligations of such Person to purchase, redeem, retire, defease
or otherwise make any payment in respect of any Capital Stock of or other
ownership or

                                       14



       profit interest in such Person or any of its Affiliates or any warrants,
       rights or options to acquire such Capital Stock, valued, in the case of
       Disqualified Stock, at the greater of its voluntary or involuntary
       liquidation preference plus accrued and unpaid dividends,

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

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

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

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

            "Initial Purchasers" means Dresdner Kleinwort Wasserstein -
Grantchester, Inc., CIBC World Markets Corp., Deutsche Banc Alex. Brown Inc. and
Credit Lyonnais Securities (USA) Inc., as the initial purchasers of the Notes
pursuant to the Purchase Agreement, dated as of March 21, 2002, between the
Company, the Subsidiary Guarantors and the Initial Purchasers named therein.

            "Interest Payment Date" means September 15, 2002 and each March 15
and September 15 thereafter.

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

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

                                       15



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

                  "Isle-Bettendorf" means the Isle of Capri Casino located in
Bettendorf, Iowa.

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

                  "Isle-Boonville" means the Isle of Capri Casino located in
Boonville, Missouri.

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

                  "Isle-Kansas City" means the Isle of Capri Casino located in
Kansas City, Missouri.

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

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

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

                  "Issue Date" means March 27, 2002.

                  "Legended Note" means any Note required to contain the legend
set forth in Section 3.06(h) hereof.

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

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

                  "Material Operations" means assets or operations of the
Company or its Subsidiaries that (a) exceed 5% of the assets of the Company and
its Consolidated Subsidiaries or (b) contributed more than 5% of the income from
continuing operations of the Company and its Consolidated Subsidiaries (before
income taxes, extraordinary items and intercompany

                                       16



management or similar fees) for the most recently completed four fiscal quarters
of the Company for which financial statements are available.

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

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

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

                  "Net Worth" and "Maximum Net Worth" have the meanings
specified in Section 12.08.

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

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

                                       17



                  "Note Register" and "Note Registrar" have the respective
meanings specified in Section 3.04.

                  "Notice of Default" has the meaning specified in Section 5.01.

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

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

                  "Outstanding" when used with respect to Notes, means, as of
the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except: (a) Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; (b) Notes, or portions thereof, for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Notes; provided that, if such
Notes are to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee has been
made; (c) Notes, except to the extent provided in Sections 13.02 and 13.03, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Thirteen; and (d) Notes which have been paid pursuant to
Section 3.05 or in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, other than any such
Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a bona fide purchaser in whose
hands the Notes are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of Outstanding
Notes have given any request, demand, authorization, direction, consent, notice
or waiver hereunder, and for the purpose of making the calculations required by
TIA Section 313, Notes owned by the Company or any other obligor upon the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company, any other obligor upon the Notes or any Affiliate of
the Company or such other obligor.

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

                                       18



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

                  "Permitted Investments" means

                     (a)   Investments in Marketable Securities,

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

                     (c)   Investments in a Permitted Line of Business by the
            Company or a Restricted Subsidiary made in one or more persons in an
            aggregate amount not to exceed $50.0 million at any one time
            outstanding.

                  "Permitted Liens" means:

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

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

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

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

                                     19



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

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

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

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

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

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

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

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

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

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

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

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

                                       20



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

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

         "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 3.05 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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

         "Qualified Guarantee" means a guarantee by the Company or any of its
Restricted Subsidiaries of Indebtedness of any entity primarily engaged
or preparing to engage in a Permitted Line of Business, provided that

         (1)      unless such Indebtedness was incurred by a Native American
tribe or any agency or instrumentality thereof, the Company and its Restricted
Subsidiaries at the time of the incurrence, creation or assumption of the
guarantee (A) own in the aggregate at least 35% of the outstanding Voting Stock
of such entity and (B) control the day to day gaming operation of such entity
pursuant to a written management agreement,

         (2)      the primary purpose for which such Indebtedness was incurred
was to finance the development, construction or acquisition of a facility that
(A) is located in a jurisdiction in which the conduct of gaming using electronic
gaming devices is permitted pursuant to applicable law and (B) conducts or,
following such development, construction or acquisition, will conduct gaming
utilizing electronic gaming devices or that is related to, ancillary or
supportive of, connected with or arising out of such gaming business,

         (3)      the pro forma Consolidated Coverage Ratio of the Company on
the date of the guarantee would have been greater than 2.50 to 1.00,

         (4)      none of the Permitted Equity Holders or any Affiliate of such
Persons, other than the Company or its Restricted Subsidiaries, is a direct or
indirect obligor, contingently or otherwise, of such Indebtedness or a direct or
indirect holder of any Capital Stock of such entity, other than through their
respective ownership interests in the Company,

         (5)      at the time of the incurrence, creation or assumption of the
guarantee, the Notes shall be rated at least a "B2" by Moody's Investor's
Services, Inc. and "B" by Standard & Poor's Corporation or their respective
successors (or, if either such entity or both shall not make

                                       21



a rating of the Notes publicly available, a nationally recognized securities
rating agency or agencies, as the case may be, selected by the Company), and

          (6) if such Indebtedness is incurred by a Native American tribe or any
agency or instrumentality thereof, including any tribal authority, for so long
as such guarantee is outstanding such tribe and the Company or one of its
Restricted Subsidiaries will have in effect a written agreement which has been
approved by all required Governmental Authorities pursuant to which the Company
or one of its Restricted Subsidiaries will manage such tribe's gaming activities
at the facility or facilities with respect to which the Indebtedness was in
exchange for customary fees and reimbursements.

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

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

          "Real Estate Options" means

               (a) all options held by the Company or its Restricted
     Subsidiaries, directly or indirectly, on April 23, 1999 for an amount, in
     each case, not exceeding $1.0 million, to purchase or lease land, and

               (b) all options acquired by the Company, directly or indirectly,
     after April 23, 1999 for an amount, in each case, not exceeding $2.0
     million, to purchase or lease land.

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

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

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

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

                                       22



          "Regular Record Date" for the interest payable on any Interest Payment
Date means the March 1 or September1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

          "Repurchase Date" has the meaning set forth in Section 11.11.

          "Repurchase Notice" has the meaning set forth in Section 11.11.

          "Repurchase Offer" has the meaning set forth in Section 11.11.

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

          "Restricted Payment" means any of

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

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

               (c)   the making of any principal payment on, or the purchase,

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

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

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

                     (ii)  under a plan of reorganization or similar proceeding
          under applicable bankruptcy law or in connection with a workout
          involving creditors of

                                       23



          such Person in exchange for Indebtedness owing by such Person that did
          not violate the limitations set forth under Section 10.12.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated as an Unrestricted Subsidiary pursuant to and in compliance
with the provisions described under Section 10.18, or a Subsidiary that has been
designated as a Restricted Subsidiary pursuant to and in compliance with the
provisions described in Section 10.18.

          "Rhythm City-Davenport" means the Rhythm City Casino located in
Davenport, Iowa.

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

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

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

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

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

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

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

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

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

                                       24







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

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

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

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

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.08.

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

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

          "Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which) more than 50% of (a) the issued
and outstanding Capital Stock having ordinary voting power to elect a majority
of the Board of Directors or similar governing body of such corporation or other
entity (irrespective of whether at the time Capital Stock of any other class or
classes of such corporation shall or might have voting power upon the occurrence
of any contingency), (b) the interest in the capital or profits of such
partnership or joint venture or (c) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such Person.

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

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

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

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

                                       25



          "United States Government Obligations" means, securities that are

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

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

          "Unrestricted Subsidiary" means any Subsidiary of the Company that

               (a)   the Company has designated, pursuant to the provisions
     described under Section 10.18 as an Unrestricted Subsidiary and that has
     not been redesignated as a Restricted Subsidiary pursuant to such
     paragraph, and

               (b)   any Subsidiary of any such Unrestricted Subsidiary.

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

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

          "Wholly Owned" with respect to a Subsidiary of any person means (a)
with respect to a Subsidiary that is a partnership, limited liability company or
similar entity, a Subsidiary whose capital or other equity interest is 99% or
greater beneficially owned by such person, and (b) with respect to a Subsidiary
that is other than a partnership, limited liability company or similar entity, a
Subsidiary whose capital stock or other equity interest is 100% beneficially
owned by such person.

          SECTION 1.02. Compliance Certificates and Opinions.

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

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 10.08(a)) shall include:

                                       26



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

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

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

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

          SECTION 1.03. Form of Documents Delivered to Trustee.

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

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

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

          SECTION 1.04. Acts of Holders.

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

                                       27



     Holders signing such instrument or instruments. Proof of execution of any
     such instrument or of a writing appointing any such agent shall be
     sufficient for any purpose of this Indenture and conclusive in favor of the
     Trustee and the Company, if made in the manner provided in this Section.

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

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

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

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

                                       28



          SECTION 1.05. Notices, etc. to Trustee and Company.

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

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

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

          SECTION 1.06. Notice to Holders; Waiver.

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

          In case by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

          SECTION 1.07. Effect of Headings and Table of Contents.

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

                                       29



          SECTION 1.08. Successors and Assigns.

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

          SECTION 1.09. Separability Clause.

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

          SECTION 1.10. Benefits of Indenture.

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

          SECTION 1.11. Governing Law.

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

          SECTION 1.12. Legal Holidays.

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

          SECTION 1.13. Incorporation by Reference of Trust Indenture Act.

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

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

          "indenture securities" means the Notes;

          "indenture security holder" means a Noteholder or Holder;

                                       30





          "indenture to be qualified" means this Indenture;

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

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

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

          SECTION 1.14. Rules of Construction.

          Unless the context otherwise requires:

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

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

               (c) "or" is not exclusive;

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

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

                            ARTICLE TWO: NOTE FORMS

          SECTION 2.01. Forms Generally.

          The Transfer Restricted Notes, including the Trustee's certificate of
authentication, shall be in substantially the form set forth in Exhibit A, with
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 and such legends or endorsements placed thereon
as may be required by this Indenture and as may be required to comply with law
or the rules of the Commission or any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Each Note shall include provisions
relating to the Subsidiary Guarantees in substantially the form set forth in
Exhibit C. Any portion of the text of any Note may be set forth on the reverse
- ---------
thereof, with an appropriate reference thereto on the face of the Note.

          Transfer Restricted Notes will be initially issued in global form,
substantially in the form of Exhibit A (including footnotes 1 and 2 thereto) and
                             ---------
the Exchange Notes, if any, in exchange for Transfer Restricted Notes will be
initially issued in global form, substantially in the form of Exhibit B
                                                              ---------
(including footnotes 1 and 2 thereto) (each of Exhibit A and Exhibit B,
                                               ---------     ---------

                                       31



including such footnotes, hereinafter referred to as a "Global Note", and with
any Transfer Restricted Notes issued in exchange therefor, the "Global Notes").
Each Global Note will represent such of the Outstanding Notes as shall be
specified therein and will provide that it represents the aggregate amount of
Outstanding Notes from time to time endorsed thereon and that the aggregate
amount of Outstanding Notes represented thereby may from time to time be reduced
or increased, as appropriate, to reflect transfers, exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the amount of Outstanding Notes represented thereby shall be made by
the Trustee or the Global Note Holder, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof.

          Holders of Transfer Restricted Notes who elect to take physical
delivery of their certificates (collectively, the "Non-Global Purchasers") will
be issued certificates in the registered form of certificated Notes,
substantially in the form of Exhibit A (excluding footnotes 1 and 2 thereto) and
                             ---------
Exchange Notes that are issued to Non-Global Purchasers in exchange for Transfer
Restricted Notes will initially be issued in the form of certificated Notes,
substantially in the form of Exhibit B (excluding footnotes 1 and 2 thereto)
                             ---------
(collectively, the "Certificated Notes").

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

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

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

          SECTION 2.02. Temporary Notes.

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

          If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Company
designated for such purpose pursuant to Section 10.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the

                                       32



Company shall execute and the Trustee shall authenticate and deliver in exchange
a like principal amount of definitive Notes of authorized denominations. Until
so exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

                            ARTICLE THREE: THE NOTES

          SECTION 3.01. Title and Terms.

          The Notes shall be known and designated as the "9% Senior Subordinated
Notes due 2012" of the Company. Their Stated Maturity shall be March 15, 2012,
and they shall accrue interest at the rate of 9% per annum from the date of
issuance thereof, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable September 15, 2002 and
semiannually on March 15 and September 15 in each year, beginning on September
15, 2002 in the case of Notes issued on the Issue Date and at said Stated
Maturity, until the principal thereof is paid or duly provided for.

          The principal of (and premium, if any, on) and interest (including any
Additional Interest) on the Notes shall be payable at the office or agency of
the Company maintained for such purpose in the City of New York, or at such
other office or agency of the Company as may be maintained for such purpose;
provided, however, that, at the option of the Company, interest may be paid by
check mailed to addresses of the Persons entitled thereto as such addresses
shall appear on the Note Register or as otherwise provided in Section 2.01. As
used herein with respect to the payment of interest, from a specified date shall
not include such specified date and to a specified date shall include such
specified date.

          The Notes shall be redeemable as provided in Article Eleven.

          SECTION 3.02. Denominations.

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

          SECTION 3.03. Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Notes executed by the Company to the
Trustee for

                                       33



authentication, together with a Company Order for the authentication and
delivery of such Notes, and the Trustee in accordance with such Company Order
shall authenticate and deliver such Notes.

          Each Note shall be dated the date of its authentication.

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

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

          SECTION 3.04. Note Registrar; Paying Agent; Depositary; Global Note
Holder.

          The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being herein sometimes
referred to as the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers of Notes ("Registrar) and an office or agency where
the notes may presented for payment. The Note Register shall be in written form
or any other form capable of being converted into written form within a
reasonable time. At all reasonable times, the Note Register shall be open to
inspection by the Trustee. The Company initially appoints The Depositary Trust
Company to act as Depositary with respect to the Global Notes and the Trustee is
hereby initially appointed as note registrar (the "Note Registrar").

                                       34



          SECTION 3.05. Noteholder Lists.

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

          SECTION 3.06. Transfer and Exchange.

               (a)  Transfer and Exchange of Certificated Notes. When
                    -------------------------------------------
     Certificated Notes are presented to the Note Registrar with a request to
     register the transfer of the Certificated Notes or to exchange such
     Certificated Notes for an equal principal amount of Certificated Notes of
     other authorized denominations, the Note Registrar shall register the
     transfer or make the exchange as requested if its requirements for such
     transactions are met; provided, however, that the Certificated Notes
                           --------  -------
     presented or surrendered for registration of transfer or exchange:

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

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

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

                         (2) if such Legended Note is being transferred to a
                    Qualified Institutional Buyer in accordance with Rule 144A
                    under the Securities Act or pursuant to an exemption from
                    registration in accordance with Rule 144 under the
                    Securities Act or a transaction meeting the requirements of
                    Rule 904 under the Securities Act ("Regulation S") or
                                                        ------------
                    pursuant to an effective registration statement under the
                    Securities Act, a certification to that effect; or

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

                                       35



          (b)  Restrictions on Transfer of a Certificated Note for a Beneficial
               ----------------------------------------------------------------
     Interest in a Global Note. A Certificated Note may not be exchanged for a
     -------------------------
     beneficial interest in a Global Note except upon satisfaction of the
     requirements set forth below. Upon receipt by the Trustee of a Certificated
     Note, duly endorsed or accompanied by appropriate instruments of transfer,
     in form satisfactory to the Trustee, together with:

               (i)  if such Certificated Note is a Legended Note, certification
          that such Certificated Note is being transferred (w) to a Qualified
          Institutional Buyer in accordance with Rule 144A under the Securities
          Act, (x) in a transaction meeting the requirements of Regulation S,
          (y) pursuant to an effective registration statement under the
          Securities Act or (z) in reliance on another exemption from the
          registration requirements of the Securities Act or in a transaction
          exempt from the registration requirements of the Securities Act, in
          either case based on an Opinion of Counsel to the effect that such
          transfer does not require registration under the Securities Act; and

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

then the Trustee shall cancel such Certificated Note in accordance with Section
3.10 hereof and cause, or direct the Global Note Holder to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Global Note Holder, the aggregate principal amount of Notes represented
by the Global Notes to be increased accordingly. If no Global Notes are then
Outstanding, the Issuer shall issue and, upon receipt of an authentication order
in accordance with Section 3.03 hereof, the Trustee shall authenticate a new
Global Note in the appropriate principal amount.

          (c)  Transfer and Exchange of Global Notes. The transfer and exchange
               -------------------------------------
     of Global Notes or beneficial interests therein shall be effected through
     the Depositary, in accordance with this Indenture (including the
     restrictions on transfer set forth herein) and the procedures of the
     Depositary therefor, which shall include restrictions on transfer
     comparable to those set forth herein to the extent required by the
     Securities Act.

          (d)  Transfer and Exchange of a Beneficial Interest in a Global Note
               ---------------------------------------------------------------
     for a Certificated Note. Any Person having a beneficial interest in a
     -----------------------
     Global Note may upon request exchange such beneficial interest for a
     Certificated Note. Upon receipt by the Trustee of written instructions
     including registration instructions from the Depositary or its nominee on
     behalf of any Person having a beneficial interest in a Global Note, and, in
     the case of a beneficial interest in a Legended Note only, the following
     additional information and documents:

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

                                       36



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

               (iii) if such beneficial interest is being transferred in
          reliance on an exemption from the registration requirements of the
          Securities Act other than set forth in clauses (i) and (ii) of this
          Section 3.06(d), a certification to that effect from the transferee or
          transferor and an Opinion of Counsel to the effect that such transfer
          does not require registration under the Securities Act;

then the Trustee, or the Global Note Holder at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Global Note Holder, the aggregate principal
amount of the Global Note to be reduced and, following such reduction, the
Company will execute and the Trustee will authenticate and deliver a
Certificated Note to the transferee. Certificated Notes issued in exchange for a
beneficial interest in a Global Note pursuant to this Section 3.06 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect Participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Certificated Notes to
the Persons in whose names such Notes are so registered.

          (e)  Restrictions on Transfer and Exchange of Global Notes.
               -----------------------------------------------------
     Notwithstanding any other provisions of this Indenture (other than the
     provisions set forth in Section 3.06(f)), a Global Note may not be
     transferred as a whole except by the Depositary to a nominee of the
     Depositary or by a nominee of the Depositary to the Depositary or another
     nominee of the Depositary or by the Depositary or any such nominee to a
     successor Depositary or a nominee of such successor Depositary.

          (f)  Authentication of Certificated Notes in Absence of Depositary or
               ----------------------------------------------------------------
     at the Issuer's Election. If at any time (i) the Depositary for a Global
     ------------------------
     Note notifies the Company that the Depositary is unwilling or unable to
     continue as Depositary for the Global Note and a successor Depositary for
     the Global Note is not appointed by the Company within ninety (90) days
     after delivery of such notice, or (ii) the Company, at its sole discretion,
     notifies the Trustee in writing that it elects to cause the issuance of
     Certificated Notes under this Indenture, then, the Company will execute,
     and the Trustee, upon receipt of an Officers' Certificate requesting the
     authentication and delivery of Certificated Notes, shall authenticate and
     deliver Certificated Notes, in an aggregate principal amount equal to the
     principal amount of the Global Note, in exchange for such Global Note.

          (g)  Cancellation and/or Adjustment of Global Note. At such time as
               ---------------------------------------------
     all beneficial interests in a Global Note have either been exchanged for
     Certificated Notes, redeemed, converted, repurchased, or canceled or, with
     respect to a Global Note that is a Transfer Restricted Note, exchanged for
     beneficial interests in Exchange Notes, such Global Note shall be returned
     to or retained by and canceled by the Trustee in

                                       37



     accordance with the provisions of this Indenture. At any time prior to such
     cancellation, if any beneficial interest in a Global Note is exchanged for
     Certificated Notes, redeemed, converted, repurchased, canceled or, with
     respect to a Global Note that is a Transfer Restricted Note, exchanged for
     beneficial interests in Exchange Notes, the aggregate principal amount of
     Notes represented by such Global Note shall be reduced and an endorsement
     shall be made on such Global Note, by the Trustee or the Global Note Holder
     at the direction of the Trustee, to reflect such reduction.

          (h)  Legends.
               -------

               (i)  Except as otherwise provided by the following paragraphs
          (ii) and (iii), each certificate evidencing the Global Notes and the
          Certificated Notes (and all Notes issued in exchange therefor or
          substitution thereof) shall bear a legend in substantially the
          following form:

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

                                       38



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

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

                     (2) in the case of any Legended Note represented by a
               Global Note, such Legended Note shall not be required to bear the
               legend set forth in (i) above, but shall continue to be subject
               to the provisions of Section 3.06(c) hereof; provided, however,
                                    --------------          --------  -------
               that with respect to any request for an exchange of a Legended
               Note that is represented by a Global Note for a Certificated Note
               that does not bear the legend set forth in (i) above, which
               request is made in reliance upon Rule 144, the Holder thereof
               shall certify in writing to the Registrar that such request is
               being made pursuant to Rule 144 (such certification to be
               substantially in the form of Exhibit C hereto).
                                            ---------

               (iii) Notwithstanding the foregoing, upon consummation of the
     Exchange Offer, the Company shall issue and, upon receipt of an
     authentication order in accordance with Section 3.03 hereof, the Trustee
     shall authenticate Exchange Notes in exchange for Transfer Restricted Notes
     accepted for exchange pursuant to the Registration Rights Agreement, which
     Exchange Notes shall not bear the legend set forth in (i) above, and the
     Registrar shall rescind any restriction on the transfer of such Notes, in
     each case unless the Holder of such Transfer Restricted Notes is (A) a
     broker-dealer who purchased such Transfer Restricted Notes directly from
     the Company to resell pursuant to Rule 144A or any other available
     exemption under the Securities Act, (B) a Person participating in the
     distribution (within the meaning of the Securities Act) of the Transfer
     Restricted Notes or (C) a Person who is an affiliate (as defined in Rule
     144 under the Securities Act) of the Company or any Subsidiary Guarantor.

          (i)  Obligations with respect to Transfers and Exchanges of
Certificated Notes.

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

                                       39



               (ii)  No service charge shall be made for any registration of
          transfer or exchange or redemption of Notes, but the Company may
          require payment of a sum sufficient to cover any tax or other
          governmental charge that may be imposed in connection with any
          registration of transfer or exchange of Notes, other than exchanges
          pursuant to Section 2.02, 9.06, 11.08, 11.09, 11.10 or 11.11 not
          involving any transfer.

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

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

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

               (vi)  The Trustee shall authenticate Certificated Notes and the
          Global Notes in accordance with the provisions of Section 3.03 hereof.

          SECTION 3.07. Mutilated, Destroyed, Lost and Stolen Notes.

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

                                       40



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

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

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

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

          SECTION 3.08. Payment of Interest; Interest Rights Preserved.

          Interest (including Additional Interest) on any Note which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest at the office or agency of the Company maintained for such purpose
pursuant to Section 1002; provided, however, that each installment of interest
(including Additional Interest) may at the Company's option be paid by mailing a
check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 3.10, to the address of such Person as it
appears in the Note Register, in the manner provided in Section 2.01.

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

                                       41



not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment and not less than ten (10) days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date, and in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given in the
manner provided for in Section 1.06, not less than ten (10) days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so given, such Defaulted
Interest shall be paid to the Persons in whose names the Notes (or their
respective Predecessor Notes) are registered at the close of business on such
Special Record Date.

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

          SECTION 3.09. Persons Deemed Owners

          Prior to the due presentment of a Note for registration of transfer,
the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Note is registered as the
owner of such Note for the purpose of receiving payment of principal of (and
premium, if any, on) and (subject to Sections 3.04 and 3.08) interest (including
any Additional Interest) on such Note and for all other purposes whatsoever,
whether or not such Note be overdue, and none of the Company, the Subsidiary
Guarantors, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

          SECTION 3.10. Cancellation.

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

          SECTION 3.11. Computation of Interest.

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

                                       42



          SECTION 3.12. Cusip Number.

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

                    ARTICLE FOUR: SATISFACTION AND DISCHARGE

          SECTION 4.01. Satisfaction and Discharge of Indenture.

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

               (a) either

                   (i)  all Notes theretofore authenticated and delivered (other
          than (x) Notes which have been destroyed, lost or stolen and which
          have been replaced or paid as provided in Section 3.07 and (y) Notes
          for whose payment money has theretofore been deposited in trust with
          the Trustee or any Paying Agent or segregated and held in trust by the
          Company and thereafter repaid to the Company or discharged from such
          trust, as provided in Section 10.03) have been delivered to the
          Trustee for cancellation; or

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

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

                                       43



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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.06 and, if money shall
have been deposited with the Trustee pursuant to clause (a)(ii) of this Section,
the obligations of the Trustee under Section 4.02 and the last paragraph of
Section 10.03 shall survive.

          SECTION 4.02. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest (including any Additional Interest) for whose payment such
money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.

                             ARTICLE FIVE: REMEDIES

          SECTION 5.01. Events of Default.

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

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

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

               (c) default by the Company or any Subsidiary Guarantor in the
     performance, or breach, of any term, covenant or agreement in this
     Indenture (other than default specified in paragraphs (a), (b) or (d) of
     this Section), and the continuance of such default or breach for a period
     of thirty (30) days after written notice specifying such default or breach
     and requiring it to be remedied and stating that such notice is a "Notice
     of Default" hereunder has been given to the Company by the Trustee or to
     the Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Outstanding Notes; or

               (d) the default by the Company or any Subsidiary Guarantor in the
     performance, or breach, of the covenant described under Section 8.01; the
     failure of the

                                       44



     Company to make or consummate an Excess Sale/Loss Proceeds Offer in
     accordance with Section 11.10; or the failure of the Company to make or
     consummate a Change of Control Offer in accordance with Section 11.09; or

               (e) the failure by the Company or any Restricted Subsidiary,
     after any applicable grace period, to make any payment when due of
     principal of, premium in respect of or interest on any other Indebtedness,
     other than Non-Recourse Indebtedness, in an aggregate principal amount of
     $10.0 million or more, which failure has not been cured or waived, or the
     acceleration of the maturity of other Indebtedness, other than Non-Recourse
     Indebtedness, in an aggregate principal amount of $10.0 million or more for
     any other reason; or

               (f) one or more final judgments, orders or decrees for the
     payment of money not covered by insurance in excess of $10.0 million,
     either individually or in an aggregate amount, shall be entered against the
     Company or any Restricted Subsidiary or any of their respective properties
     and not discharged or waived, and there shall have been a period of 60
     consecutive days during which a stay of enforcement of such judgment or
     order, by reason of pending appeal or otherwise, shall not be in effect; or

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

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

               (i) the revocation, termination, suspension or cessation to be
     effective of any gaming license or other right to conduct lawful gaming
     operations at any Casino in any jurisdiction of the Company or any
     Subsidiary which shall continue for more than ninety (90) consecutive days
     (other than the voluntary relinquishment of any such gaming license or
     right if, in the reasonable opinion of the Company (as evidenced by an
     Officers' Certificate) such relinquishment (1) is in the best interest of
     the Company and

                                       45



     its Subsidiaries, taken as a whole, (2) does not adversely affect the
     holders of the Notes in any material respect and (3) is not reasonably
     expected to have, nor are the reasons therefor reasonably expected to have,
     any material adverse effect on the effectiveness of any gaming license or
     similar right, or any right to renewal thereof, or on the prospective
     receipt of any such license or right, in each case, in Mississippi,
     Louisiana or such other jurisdiction in which any Material Operations of
     the Company or its Subsidiaries are located); or

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

          SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 5.01) occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Notes may, by written notice, and the Trustee upon the request
of the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes is obligated to, declare the principal amount of and accrued
interest on all the Notes to be due and payable immediately provided that so
long as the Bank Credit Facility is in effect, such acceleration shall not be
effective until the earlier of (a) five (5) Business Days following the delivery
of notice of acceleration to the agent under the Bank Credit Facility and (b)
the acceleration of any Indebtedness under the Bank Credit Facility. If an Event
of Default specified in clause (g) or (h) of Section 5.01 occurs and is
continuing, then the principal amount of and accrued interest on all the Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.

          At any time after a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Notes, by written notice to the Trustee,
may rescind and annul such declaration and its consequences if all existing
Events of Default, other than the non-payment of amounts of principal of and
accrued interest on Notes that has become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13 and if such
recession of acceleration would not conflict with any judgment or decree.

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

          Notwithstanding the preceding paragraph, in the event of a declaration
of acceleration in respect of the Notes because of an Event of Default specified
in clause (e) of

                                       46



Section 5.01 shall have occurred and be continuing, such declaration of
acceleration shall be automatically annulled if the Indebtedness that is the
subject of such Event of Default has been discharged or the holders thereof have
rescinded their declaration of acceleration in respect of such Indebtedness, and
written notice of such discharge or rescission, as the case may be, shall have
been given to the Trustee by the Company and countersigned by the holders of
such Indebtedness or a trustee, fiduciary or agent for such holders, within
thirty (30) days after such declaration of acceleration in respect of the Notes,
and no other Event of Default has occurred during such 30-day period which has
not been cured or waived during such period.

          SECTION 5.03. Collection Of Indebtedness And Suits For Enforcement By
Trustee.

          The Company covenants that if

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

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

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

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

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

          SECTION 5.04. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other

                                       47



obligor or their creditors, the Trustee (irrespective of whether the principal
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

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

               (b) to collect and receive any moneys or other property payable
     or deliverable on any such claims and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
     official in any such judicial proceeding is hereby authorized by each
     Holder to make such payments to the Trustee and, in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay the Trustee any amount due it for the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel, and any other amounts due the Trustee under Section
     6.06.

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

          SECTION 5.05. Trustee May Enforce Claims without Possession of Notes.

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

          SECTION 5.06. 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 (or premium,
if any) or interest (including any Additional Interest) upon presentation of the
Notes 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
6.06;

                                       48



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

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

          SECTION 5.07. Limitation on Suits.

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

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

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

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

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

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

          SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium, Interest.

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

                                       49



          SECTION 5.09. Restoration of Rights and Remedies.

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

          SECTION 5.10. Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 3.07, 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 of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

          SECTION 5.12. Control by Holders.

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

          SECTION 5.13. Waiver of Past Defaults.

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

                                       50



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

          SECTION 5.14. Waiver of Stay or Extension Laws.

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

                            ARTICLE SIX: THE TRUSTEE

          SECTION 6.01. Notice of Defaults.

          Within forty-five (45) days after the occurrence of any Default
hereunder, the Trustee shall transmit in the manner and to the extent provided
in TIA Section 313(c), notice of such Default hereunder known to the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of (or premium,
if any, on) or interest (including any Additional Interest) on any Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders; and provided
further that in the case of any Default of the character specified in clause (e)
of Section 5.01 no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. The provisions of the proviso to Section 315(b) of
the Trust Indenture Act is hereby excluded from this Indenture.

          SECTION 6.02. Certain Rights of Trustee.

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

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

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

                                       51



               (c) whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any action hereunder, the Trustee (unless
     other evidence be herein specifically prescribed) may, in the absence of
     bad faith on its part, rely upon an Officers' Certificate;

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

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

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

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

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

               (i) the Trustee shall reasonably cooperate with any gaming
     authority of any jurisdiction in which the Company or any of its
     subsidiaries conducts or proposes to conduct gaming and shall produce any
     document or information in its possession as any of them may request.

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

          SECTION 6.03. Trustee Not Responsible for Recitals or Issuance of
Notes.

          The recitals contained in this Indenture and in the Notes, except for
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee

                                       52



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

          SECTION 6.04. May Hold Notes.

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

          SECTION 6.05. Money Held in Trust.

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

          SECTION 6.06. Compensation And Reimbursement.

          The Company agrees:

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

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

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

          The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the

                                       53



satisfaction and discharge of this Indenture. As security for the performance of
such obligations of the Company, the Trustee shall have a claim prior to the
Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any,
on) or interest (including any Additional Interest) on particular Notes.

          SECTION 6.07. Corporate Trustee Required; Eligibility.

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

          SECTION 6.08. Resignation and Removal; Appointment of Successor.

               (a) No resignation or removal of the Trustee and no appointment
     of a successor Trustee pursuant to this Article Six shall become effective
     until the acceptance of appointment by the successor Trustee in accordance
     with the applicable requirements of Section 6.09.

               (b) The Trustee may resign at any time by giving written notice
     thereof to the Company. If the instrument of acceptance by a successor
     Trustee required by Section 6.09 shall not have been delivered to the
     Trustee within thirty (30) days after the giving of such notice of
     resignation, the resigning Trustee may petition any court of competent
     jurisdiction for the appointment of a successor Trustee.

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

               (d) If at any time:

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

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

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

                                       54



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

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

               (f) The Company shall give notice of each resignation and each
     removal of the Trustee and each appointment of a successor Trustee to the
     Holders of Notes in the manner provided for in Section 1.06. Each notice
     shall include the name of the successor Trustee and the address of its
     Corporate Trust Office.

          SECTION 6.09. Acceptance of Appointment by Successor.

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

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

                                       55



          SECTION 6.10. Merger or Conversion, Consolidation or Succession to
Business.

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

          SECTION 6.11. Preferential Collection of Claims Against Company.

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

          SECTION 6.12. Paying Agent, Registrar.

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

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

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

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

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

                                       56



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

        ARTICLE SEVEN: HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders.

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

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

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

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

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

          SECTION 7.02. Preservation of Information; Communications to Holders.

               (a) The Trustee shall preserve, in as current a form as is
     reasonably practicable, the names and addresses of Holders contained in the
     most recent list furnished to the Trustee as provided in Section 7.01 and
     the names and addresses of Holders received by the Trustee in its capacity
     as Registrar. The Trustee may destroy any list furnished to it as provided
     in Section 7.01 upon receipt of a new list so furnished.

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

                                       57



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

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

          SECTION 7.03. Disclosure of Names and Addresses of Holders.

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

          SECTION 7.04. Reports by Trustee.

               (a) If required by TIA Section 313(a), within sixty (60) days
     after March 15 of each year commencing March 15, 2003, the Trustee shall
     transmit to the Holders, in the manner and to the extent provided in TIA
     Section 313(c), a brief report dated as of the preceding April 15. The
     Trustee shall also comply with TIA Section 313(b).

                                       58



          SECTION 7.05. Reports by Company.

          The Company shall:

               (a) file with the Trustee copies of all Exchange Act reports as
     required under Section 10.09;

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

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

     ARTICLE EIGHT: CONSOLIDATION, MERGER OR CONVEYANCE, TRANSFER OR LEASE

          SECTION 8.01. Company and Restricted Subsidiaries May Consolidate,
Merge, Transfer or Lease only on Certain Terms.

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

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

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

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

                   (iii) immediately before and immediately after giving pro
          forma effect to such transaction, or series of transactions
          (including, without limitation, any Indebtedness incurred or
          anticipated to be incurred in connection with or in

                                       59



          respect of such transaction or series of transactions), no Default or
          Event of Default shall have occurred and be continuing;

                   (iv)   the Company or the surviving entity (if the
          transaction or series of transactions involves the Company) shall
          immediately before and after giving effect to such transaction or
          series of transactions (including, without limitation, any
          Indebtedness incurred or anticipated to be incurred in connection with
          or in respect of the transaction or series of transactions) have a
          Consolidated Net Worth equal to or greater than the Consolidated Net
          Worth of the Company immediately prior to such transaction or series
          of transactions;

                   (v)    immediately after giving effect to such transaction or
          series of transactions on a pro forma basis, the Company or the
          surviving entity (if the transaction or series of transactions
          involves the Company) could incur at least $1.00 of additional
          Indebtedness pursuant to Section 10.10 (other than under clauses
          (b)(i) through (b)(viii) thereof);

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

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

                   (viii) if any property of the Company or any Restricted
          Subsidiary would thereupon become subject to any Lien, the provisions
          of Section 10.11 are complied with; and

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

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

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

                   (iii)  such transaction will not result in the loss of any
          gaming or other license necessary for the continued operation of any
          Restricted Subsidiary

                                       60



          as conducted immediately prior to such sale, assignment, conveyance,
          transfer or lease; provided, that in each such case the Company has
          delivered to the Trustee an Opinion of Counsel that all conditions
          precedent in this Indenture relating to any such consolidation,
          merger, sale, assignment, transfer, conveyance or lease have been
          complied with.

          SECTION 8.02. Successor Substituted.

               (a) Upon any consolidation of the Company with or merger of the
     Company with or into any other corporation or any conveyance, transfer or
     lease of the properties and assets of the Company substantially as an
     entirety to any Person in accordance with Section 8.01, the successor
     Person formed by such consolidation or into which the Company is merged or
     to which such conveyance, transfer or lease is made shall succeed to, and
     be substituted for, and may exercise every right and power of, the Company
     under this Indenture, the Notes and the Subsidiary Guarantees (if
     applicable) with the same effect as if such successor Person had been named
     as the Company herein and therein, and in the event of any such conveyance
     or transfer, the Company (which term shall for this purpose mean the Person
     named as the "Company" in the first paragraph of this Indenture or any
     successor Person which shall theretofore become such in the manner
     described in Section 8.01), except in the case of a lease, shall be
     discharged of all obligations and covenants under this Indenture, the Notes
     and the Subsidiary Guarantees (if applicable) and may be dissolved and
     liquidated.

               (b) Upon any consolidation of a Restricted Subsidiary that is a
     Subsidiary Guarantor with or merger of a Restricted Subsidiary that is a
     Subsidiary Guarantor with or into any other corporation or any conveyance,
     transfer or lease of the properties and assets of a Restricted Subsidiary
     that is a Subsidiary Guarantor substantially as an entirety to any Person
     in accordance with Section 8.01, the successor Person formed by such
     consolidation or into which such Restricted Subsidiary is merged or to
     which such conveyance, transfer or lease is made shall succeed to, and be
     substituted for, and may exercise every right and power of, such Restricted
     Subsidiary under this Indenture, the Notes and the Subsidiary Guarantees
     with the same effect as if such successor Person had been named as such
     Restricted Subsidiary therein, and in the event of any such conveyance or
     transfer, such Restricted Subsidiary, except in the case of a lease, shall
     be discharged of all obligations and covenants under this Indenture, the
     Notes and the Subsidiary Guarantees and may be dissolved and liquidated.

              ARTICLE NINE: SUPPLEMENTAL INDENTURES AND AMENDMENTS

          SECTION 9.01. Supplemental Indentures without the Consent of Holders.

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

                                       61



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

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

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

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

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

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

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

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

          SECTION 9.02.  Supplemental Indentures with the Consent of Holders.

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

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

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

                                       62



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

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

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

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

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

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

               (b)  In addition to the foregoing, no modification or amendment
     may, without the consent of at least 66 2/3 % of the aggregate principal
     amount of the Outstanding Notes, modify the terms of or release any of the
     Subsidiary Guarantees except as otherwise provided in Article Twelve or
     Section 10.18.

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

          SECTION 9.03.   Execution of Supplemental Indentures.

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

                                       63



          SECTION 9.04.  Effect of Supplemental Indenture.

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

          SECTION 9.05.  Conformity with Trust Indenture Act.

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

          SECTION 9.06.  Reference in Notes to Supplemental Indentures.

          Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes. Without limitation of Section 9.04, (x) in the case of any
Addendum to Subsidiary Guarantees, whether or not any or all new Notes are so
executed, authenticated and exchanged for previously Outstanding Notes, the
Subsidiary Guarantor added by such Addendum shall be obligated with respect to
its Subsidiary Guarantees as if all Outstanding Notes had been exchanged for
Notes executed by such new Subsidiary Guarantor, or (y) in the case of the
release of a Subsidiary Guarantor pursuant to the terms hereof, whether or not
any or all new Notes are so executed, authenticated and exchanged for previously
Outstanding Notes, such Subsidiary Guarantor shall be released from its
Subsidiary Guarantee as if all Outstanding Notes had been exchanged for Notes
not executed by such Subsidiary Guarantor.

          SECTION 9.07.  Notice of Supplemental Indentures.

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.02, the Company
shall give notice thereof to the Holders of each Outstanding Note affected, in
the manner provided for in Section 1.06, setting forth in general terms the
substance of such supplemental indenture.

                         ARTICLE TEN: CERTAIN COVENANTS

          SECTION 10.01. Payment of Principal, Premium, if any, Interest.

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

          SECTION 10.02. Maintenance of Office or Agency.

                                       64



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

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

          SECTION 10.03. Agency for Note Payments to Be Held in Trust.

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

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

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

               (a)  hold all sums held by it for the payment of the principal of
     (and premium, if any, on) or interest (including any Additional Interest)
     on Notes in trust for

                                       65



     the benefit of the Persons entitled thereto until such sums shall be paid
     to such Persons or otherwise disposed of as herein provided;

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

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

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

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

          SECTION 10.04. Corporate Existence.

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

                                       66



          SECTION 10.05. Payment of Taxes and other Claims.

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary and (b) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a lien upon the property of the
Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

          SECTION 10.06. Maintenance of Properties.

          The Company will cause all properties owned by the Company or any
Restricted Subsidiary or used or held for use in the conduct of its business or
the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order (reasonable wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Restricted Subsidiary and not disadvantageous in any
material respect to the Holders.

          SECTION 10.07. Maintenance of Insurance.

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

          SECTION 10.08. Statement by Officers as to Default.

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

               (b)  When any Default has occurred and is continuing under this
     Indenture, or if the trustee for or the holder of any other evidence of
     Indebtedness of the

                                       67



     Company or any Restricted Subsidiary gives any notice or takes any other
     action with respect to a claimed default, the Company shall deliver to the
     Trustee by registered or certified mail or by telegram, telex or facsimile
     transmission an Officers' Certificate specifying such event, notice or
     other action within five (5) Business Days of its occurrence.

          SECTION 10.09. Reports to Holders of Notes.

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

          SECTION 10.10. Limitation on Indebtedness.

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

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

                                       68



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

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

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

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

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

                    (iii) Indebtedness outstanding on the Issue Date;

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

                          (1)   the principal amount of FF&E Financing and
                    Capitalized Lease Obligations outstanding on April 23, 1999,
                    plus

                          (2)   $15.0 million, plus

                          (3)   $10.0 million times the number of Casinos
                    acquired or developed by the Company and its Restricted
                    Subsidiaries after April 23, 1999, plus

                          (4)   $7.5 million times the number of Casino Hotels
                    acquired or developed by the Company or its Restricted
                    Subsidiaries after April 23, 1999;

                    (v)   Indebtedness in respect of performance bonds, letters
          of credit, bankers' acceptances and surety and appeal bonds in the
          ordinary course of business, other than such Indebtedness outstanding
          on the Issue Date (or

                                       69



          refinancings thereof permitted under clause (vi) of this Section), in
          an amount not to exceed $15.0 million in the aggregate at any time
          outstanding; Interest Rate and Currency Protection Obligations entered
          into in connection with the incurrence of Indebtedness otherwise
          permitted under this Indenture; and Indebtedness arising under
          agreements providing for indemnification, adjustment of purchase price
          and similar obligations in connection with the disposition of property
          or assets.

                    (vi)  Indebtedness issued in exchange for or to repay,
          prepay, repurchase, redeem, defease, retire or refinance ("refinance")
          any Indebtedness (x) incurred pursuant to the provisions of Section
          (a) above or (y) permitted by clauses (ii) or (iii) above or this
          clause (vi) of this Section (b), provided that

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

                          (2)  the Indebtedness so issued

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

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

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

                    (vii) Indebtedness incurred by the Company and its
          Restricted Subsidiaries under one or more Credit Facilities in an
          aggregate principal amount at any one time outstanding not to exceed
          the greater of (1) $400.0 million and (2) 1.5 times the Consolidated
          Cash Flow of the Company and its Restricted Subsidiaries for the
          period consisting of the four full fiscal quarters for which financial
          statements are available that immediately precede the date on which
          the Indebtedness is incurred (less any Indebtedness incurred pursuant
          to this clause (vii) that is permanently prepaid, repaid, redeemed,
          purchased or retired with Net Cash Proceeds from any Asset Sale or
          Event of Loss pursuant to the terms of the covenant described in
          Section 10.14; and

                                       70



                    (viii) Indebtedness, other than Indebtedness permitted by
          clauses (i) through (vii) of this Section, which does not exceed $25.0
          million (less any Indebtedness incurred pursuant to this clause (viii)
          that is permanently prepaid, repaid, redeemed, purchased or retired
          with Net Cash Proceeds from any Asset Sale or Event of Loss pursuant
          to the terms of the covenant described in Section 10.14) in the
          aggregate at any time outstanding.

          SECTION 10.11. Limitation on Liens.

          The Company shall not and shall not cause or permit any Restricted
Subsidiary, directly or indirectly, to, create, incur, assume or suffer to exist
any Lien of any kind upon any of its property or assets (including, without
limitation, any income or profits) now owned or acquired by it after April 23,
1999 or any proceeds therefrom, unless the Notes are equally and ratably secured
(except that Liens securing Subordinated Indebtedness shall be expressly
subordinate to the Liens securing the Notes to the same extent such Subordinated
Indebtedness is subordinate to the Notes), other than:

               (a)  Liens existing on April 23, 1999;

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

               (c)  Liens securing FF&E Financing or Capitalized Lease
     Obligations permitted pursuant to clause (b)(iv) of Section 10.10; provided
     that

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

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

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

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

               (d)  Liens securing Indebtedness incurred pursuant to clause
     (b)(viii) of Section 10.10;

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

                                       71



     effect the replacement, extension or renewal, or change in any direct or
     contingent obligor) of the Indebtedness secured thereby; and

                (f) Permitted Liens.

        SECTION 10.12.    Limitation on Restricted Payments.

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

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

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

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

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

                    (ii)  an amount equal to the aggregate Net Cash Proceeds
        received by the Company from the issuance or sale (other than to a
        Subsidiary) of its Capital Stock (excluding Disqualified Stock, but
        including Capital Stock issued upon conversion of convertible
        Indebtedness and from the exercise of options, warrants or rights to
        purchase Capital Stock (other than Disqualified Stock) of the Company)
        on or after April 23, 1999, plus

                    (iii) to the extent not otherwise included in the Company's
        Consolidated Net Income, 100% of cash dividends, if applicable, or
        distributions or the amount of the cash principal and interest payments
        received since April 23, 1999 by the Company or any Restricted
        Subsidiary from any Unrestricted Subsidiary or in respect of any
        Investment constituting a Restricted Payment (other than dividends, if
        applicable, or distributions to pay obligations owed to a person other
        than the Company or any Restricted Subsidiary by or with respect to such
        Unrestricted Subsidiary, such as income taxes) until the entire amount
        of the Investment in such Unrestricted Subsidiary has been received or
        the entire amount of such Investment constituting a Restricted Payment
        has been returned, as the case may be, and 50% of such amounts
        thereafter;

                                       72



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

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

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

                (f) the repurchase of Capital Stock from directors, officers and
         employees (or their respective estates or beneficiaries) upon death,
         disability, retirement or termination of employment up to an amount not
         to exceed an aggregate of $2.0 million in any fiscal year of the
         Company, and

                (g) Permitted Investments; and

                (h) the incurrence, creation, assumption, suffering to exist of,
         or payment with respect to any Qualified Guarantee.

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

             With respect to any Qualified Guarantee:

             (1) if at any time the Company or its Restricted Subsidiaries cease
to control the day-to-day gaming operations of the entity that issued the
guaranteed Indebtedness, the aggregate principal amount of such Indebtedness
that is guaranteed pursuant to such Qualified Guarantee shall thereafter be
included in the calculation of the aggregate amount of Restricted Payments
available to be made pursuant to clause (c) of this Section; and

             (2) if the Company or its Restricted Subsidiaries retain control of
the day-to-day gaming operations of the entity that issued the guaranteed
Indebtedness, (x) any amounts actually paid by the Company or its Restricted
Subsidiaries with respect to such Qualified Guarantee shall thereafter be
included in the calculation of the aggregate amount of Restricted Payments
available to be made pursuant to clause (c) of this Section and (y) if and for
so long as an event of default occurs and is continuing with respect to such
guaranteed Indebtedness, the aggregate principal amount of such Indebtedness
that is guaranteed pursuant to the Qualified Guarantee shall be included in the
calculation of the aggregate amount of Restricted Payments available to be made
pursuant to clause (c) of this Section.

             SECTION 10.13. Limitation on Dividends and other Payment
Restrictions Affecting Restricted Subsidiaries.

                                       73



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

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

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

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

except, in each case, for

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

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

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

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

                (v)   any such contractual encumbrance in existence as of the
           Issue Date or imposed by or in connection with the incurrence of any
           FF&E Financing or Capitalized Lease Obligations permitted pursuant to
           clause (b)(iv) of Section 10.10, provided such encumbrance does not
           have the effect of restricting the payment of dividends to the
           Company or any Restricted Subsidiary or the payment of Indebtedness
           owed to the Company or any Restricted Subsidiary or reducing the
           amount of any such dividends or payments,

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

                                       74



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

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

                SECTION 10.14. Limitation on Asset Sales and Events of Loss.

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

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

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

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

                The Company and any Restricted Subsidiary may, on or before the
180th day after the date on which the Company or such Restricted Subsidiary
consummates an Asset Sale or suffers an Event of Loss, apply 100% of the Net
Cash Proceeds therefrom to either (x) prepay, repay, redeem or purchase (and
permanently reduce the commitments under) any Senior Indebtedness or (y) make a
Permitted Related Investment (or enter into a binding agreement to make a
Permitted Related Investment). The amount of such Net Cash Proceeds not so
applied either to prepay, repay, redeem or purchase any Senior Indebtedness or
make a Permitted Related Investment will constitute "Excess Sale/Loss Proceeds"
for purposes of the Repurchase Offer required by Section 11.10 (until used to
pay for Notes being repurchased pursuant to such Repurchase Offer or released
and retained by the Company pursuant to Section 11.10).

                SECTION 10.15. Limitation on Disposition of Stock of Restricted
Subsidiaries.

                The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, issue, transfer, convey, sell, lease or
otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to
any Person (other than to the Company or a wholly owned Subsidiary), unless (a)
(i) such transfer, conveyance, sale, lease or other disposition is of all of the
Capital Stock of such Restricted Subsidiary or (ii) after giving effect to such
transfer, conveyance, sale, lease or other disposition, the Company or the
applicable Subsidiary Guarantor remains the owner of a majority of the Capital
Stock of such Restricted Subsidiary and (b) the Net Cash Proceeds for such
transfer, conveyance, sale, lease or other disposition are applied in accordance
with Section 10.14 herein. The Company shall not permit any Restricted
Subsidiary to issue any Preferred Stock or other Capital Stock having a
preference as to dividends, upon liquidation or otherwise over the Capital Stock
of such Restricted Subsidiary owned, directly or indirectly by the Company.

                                       75



                SECTION 10.16. Limitation on Transactions with Affiliates.

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

                       (a) such transactions that are set forth in writing and
         are entered into in good faith and on terms that are no less favorable
         to the Company or such Restricted Subsidiary, as the case may be, than
         those that could have been obtained in a comparable transaction on an
         arm's-length basis from a Person not an Affiliate of the Company or
         such Restricted Subsidiary or, if in the reasonable opinion of a
         majority of the Independent directors of the Company, such standard is
         inapplicable to the subject Affiliate Transaction, then that such
         Affiliate Transaction is fair to the Company or the Restricted
         Subsidiary, as the case may be (or to the stockholders as a group in
         the case of a pro rata dividend or other distribution to stockholders
         permitted pursuant to Section 10.12), from a financial point of view,

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

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

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

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

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

                SECTION 10.17. Change in Nature of Business.

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

                                       76



          SECTION 10.18. Restricted and Unrestricted Subsidiaries; Subsidiary
Guarantors.

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

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

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

                         (1) the Company could incur $1.00 of Indebtedness
                   pursuant to Section 10.10 (other than under clauses (b)(i)
                   through (b)(viii) thereof),

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

                         (3) the Company could make, pursuant to the covenant
                   described under Section 10.12, the Restricted Payment arising
                   from the designation as described in the paragraph below and

                   (iii) all transactions between the Subsidiary to be so
          designated and its Affiliates remaining in effect are permitted
          pursuant to Section 10.16.

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

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

                   (i)   the sum of the Fair Market Value of the interest of the
          Company and any of its Restricted Subsidiaries in such Subsidiary on
          such date as determined in accordance with GAAP and the amount of any
          obligation of such

                                       77



          Subsidiary which the Company or any Restricted Subsidiary has
          guaranteed or for which it is in any other manner liable, and

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

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

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

                   (i)  such Indebtedness is permitted to be incurred under
          Section 10.10 (other than under clauses (b)(i) through (b)(vii)
          thereof), and

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

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

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

          SECTION 10.19. Stay, Extension and Usury Laws.

          Each of the Company and the Subsidiary Guarantors covenants (to the
extent permissible under applicable law) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law, wherever enacted,
now or at any time hereafter in force, that would prohibit or

                                       78



forgive the Company or the Subsidiary Guarantors from paying all or any portion
of the principal of, premium, if any, or interest (including any Additional
Interest) on the Notes and amounts from time to time payable under the
Subsidiary Guarantees, in each case as contemplated herein, or that may
materially affect the covenants or the performance of this Indenture or the
Subsidiary Guarantees in a manner inconsistent with the provisions of this
Indenture or the Subsidiary Guarantees.

          SECTION 10.20. Limitation on Other Senior Subordinated Indebtedness.

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

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

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

           ARTICLE ELEVEN: REDEMPTION OF AND REPURCHASE OF SECURITIES

          SECTION 11.01. Right of Redemption.

               (a) The Notes may be redeemed, at the election of the Company, as
     a whole or from time to time in part, at any time on or after March 15,
     2007, subject to the conditions and at the Redemption Prices specified in
     the form of Note, together with accrued interest to the Redemption Date.

               (b) In the event that the Company consummates a Qualified Public
     Equity Offering on or before March 15, 2005, the Company may redeem, at its
     option, up to 35% of the Outstanding Notes at a Redemption Price of 109.0%
     of the principal amount of the Notes so redeemed plus accrued and unpaid
     interest to the redemption date, provided that, after any such redemption,
     at least $130.0 million in principal amount of the Notes remains
     outstanding.

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

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

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

                    (1) the principal amount thereof, and

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

     together with, in either case, accrued and unpaid interest, if any, to the
     earlier of the date of redemption or the date of the finding of
     unsuitability, if any, by such Gaming Authority, which may be less than
     thirty (30) days following the notice of redemption, if so ordered by such
     Gaming Authority. The Company shall notify the Trustee in writing of any
     such redemption as soon as practicable. The Holder of Notes applying for a
     license, qualification or a finding of suitability is obligated to pay all
     costs of the licensure or investigation for such qualification or finding
     of suitability. All references in this paragraph (c) to this Section 11.01
     to a "Holder" shall include any beneficial owner of Notes.

          SECTION 11.02. Applicability of Article.

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

          SECTION 11.03. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Notes pursuant to Section
11.01 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least sixty (60) days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 11.04.

          SECTION 11.04. Selection by Trustee of Notes to Be Redeemed or
Repurchased.

          Except as contemplated by paragraph (c) of Section 11.01, if less than
all of the Outstanding Notes are to be redeemed or repurchased, the particular
Notes or portions thereof to be redeemed or repurchased shall be determined by
the Trustee on a pro rata basis, by lot or by such other method as the Trustee
shall deem to be fair and appropriate (subject to compliance with the
requirements of any securities exchange or trading system on which the Notes are
then listed or approved for trading) in principal amounts of $1,000 or integral
multiples thereof from the Outstanding Notes not previously called for
redemption or repurchase.

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

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

          SECTION 11.05. Notice of Redemption.

          Notice of redemption shall be given in the manner provided for in
Section 1.06 not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date, to each Holder of Notes to be redeemed. All notices of
redemption shall state:

               (a) the Redemption Date,

               (b) the Redemption Price,

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

               (d) that on the Redemption Date the Redemption Price (together
     with accrued interest, if any, to the Redemption Date payable as provided
     in Section 11.07) will become due and payable upon each such Note, or the
     portion thereof, to be redeemed, and that interest thereon will cease to
     accrue on and after said date, and

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

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

          SECTION 11.06. Deposit of Redemption Price.

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) in immediately
available funds an amount of money sufficient to pay the Redemption Price of,
and accrued interest on, all the Notes which are to be redeemed on that date.

          SECTION 11.07. Notes Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Notes so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date or the earlier date

                                       81



provided in paragraph (c) of Section 11.01), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Notes shall cease to bear interest. Upon surrender of any
such Note for redemption in accordance with said notice, such Note shall be paid
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date (or the earlier date provided in paragraph (c) of Section
11.01); provided, however, that installments of interest whose Interest Payment
Date is on or prior to the Redemption Date shall be payable to the Holders of
such Notes, or one or more Predecessor Notes registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.09.

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

          SECTION 11.08. Notes Redeemed in Part.

          Any Note which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 10.02 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Note so surrendered.

          SECTION 11.09. Change of Control Repurchase Offer.

          If a Change of Control of the Company shall occur, the Company shall
offer to repurchase (a "Change of Control Repurchase Offer") from all Holders of
the Notes in accordance with the procedures set forth in Section 11.11, and
shall purchase from Holders accepting such offer, Notes, at a purchase price
(payable in cash) equal to 101% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest to the Repurchase Date (as defined below),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in paragraph (c) of Section 11.11.

          SECTION 11.10. Asset Sale/Loss Proceeds Repurchase Offer.

          At each such time as the aggregate amount of Excess Sale/Loss Proceeds
equals $10.0 million, the Company shall offer to repurchase (an "Excess
Sale/Loss Proceeds Offer") from all Holders of the Notes in accordance with the
procedures set forth in Section 11.11, and shall purchase from Holders accepting
such offer, Notes up to a maximum principal amount (expressed as a multiple of
$1,000) equal to such Excess Sale/Loss Proceeds, less the accrued and unpaid
interest on such Notes, at a purchase price (payable in cash) equal to 100% of
the principal amount of the Notes plus accrued and unpaid interest, if any, to
the Repurchase Date, subject to satisfaction by or on behalf of the Holder of
the requirements set forth in paragraph (c) of Section 11.11. Each Excess
Sale/Loss Proceeds Offer shall remain open for a period of at

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least twenty (20) Business Days. To the extent an Excess Sale/Loss Proceeds
Offer is not fully subscribed to by the Holders of the Notes, the Company may
retain such unutilized portion of the Excess Sale/Loss Proceeds for any
application or use not prohibited by the terms of this Indenture. All funds
applied to repurchase Notes tendered pursuant to an Excess Sale/Loss Proceeds
Offer or withdrawn and retained by the Company as permitted herein shall no
longer constitute Excess Sale/Loss Proceeds.

          SECTION 11.11. Procedures for Offers to Repurchase Notes.

               (a)  Within five (5) days after (i) the occurrence of a Change of
     Control or (ii) each time the Excess Sale/Loss Proceeds aggregate $10.0
     million, as the case may be, the Company shall give written notice thereof
     to the Trustee. Within fifteen (15) days after the Company shall deliver
     such written notice to the Trustee, the Company will, or will cause the
     Trustee to, send to each Holder of Notes whose Notes have been selected by
     the Trustee to be offered to be repurchased by the Company, at its address
     appearing in the register, by registered or certified mail, telegraph,
     telefax, telex, cable or overnight delivery, a Change of Control Offer or
     Asset Sale/Loss Proceeds Offer, as applicable (each, a "Repurchase Offer"),
     to repurchase such Notes or a portion thereof determined in accordance with
     Section 11.04. The Trustee shall be under no obligation to ascertain the
     occurrence of any event obligating the Company to make a Repurchase Offer
     or to give notice with respect thereto other than as provided above upon
     receipt of written notice from the Company.

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

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

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

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

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

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

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

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

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

                    (ix)   the procedures for withdrawing a Repurchase Notice.

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

               (c)  A Holder may exercise its rights under Section 11.09 or
     11.10, as applicable, and this Section by delivering to the Paying Agent at
     the office of the Paying Agent a written notice of purchase (a "Repurchase
     Notice") at any time prior to the close of business on the third Business
     Day prior to the Purchase Date, stating:

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

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

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

           Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent at the office of the Paying Agent the Repurchase
Notice contemplated by this Section shall have the right to withdraw such
Repurchase Notice in accordance with Section 11.12.

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

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

                                       84



           SECTION 11.12. Effect of Repurchase Notice.

               (a)  Upon receipt by the Company or the Paying Agent of any
     Repurchase Notice, the Holder of the Note in respect of which such
     Repurchase Notice was given shall (unless such Repurchase Notice is
     withdrawn as specified in the following two paragraphs of this Section)
     thereafter be entitled to receive solely the applicable repurchase price
     with respect to such Note. Such repurchase price shall be paid to such
     Holder on the later of (x) the applicable Repurchase Date with respect to
     such Note (provided that the conditions of paragraph (c) of Section 11.11
     have been satisfied) and (y) the first Business Day following the date of
     delivery of such Note to the Paying Agent at the office of the Paying Agent
     by the Holder thereof in the manner required by paragraph (c) of Section
     11.11.

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

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

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

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

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

          SECTION 11.13. Deposit of Repurchase Price.

          No later than 10:00 a.m. (local time at the office of the Paying
Agent) on the Business Day immediately preceding the Repurchase Date, the
Company shall deposit with the Trustee or with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of the Company is acting as the Paying
Agent, shall segregate and hold in trust, or cause to be segregated and held in
trust, as provided in Section 10.03) an amount of cash sufficient to pay the
aggregate repurchase price of all the Notes of portions thereof that are to be
purchased as of the Repurchase Date. Upon such deposit or segregation, all Notes
of portions thereof that are to be purchased shall cease to bear interest after
the Repurchase Date.

          SECTION 11.14. Covenant to Comply with Securities Laws upon Repurchase
 of Notes.

                                       85



           In connection with any offer to repurchase or repurchase of Notes
under Section 11.09 or 11.10, the Company shall comply with all applicable
federal and state securities laws (including, without limitation, Exchange Act
Rule 14e-1) so as to permit the rights and obligations under Sections 11.09 and
11.10 to be exercised to the greatest extent practicable in the time and in the
manner specified in such Sections.

           SECTION 11.15. Repayment to the Company.

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

                           ARTICLE TWELVE: GUARANTEES

           SECTION 12.01. Subsidiary Guarantees.

           Subject to the provisions of Article Fourteen of this Indenture, the
Subsidiary Guarantors unconditionally and jointly and severally guarantee and
promise to pay to each Beneficiary, at any time while an Event of Default
exists, in lawful money of the United States of America, any and all Company
Obligations from time to time owed to the Beneficiaries, provided that the
Holders and the Trustee shall have the same remedies against the Subsidiary
Guarantors under the Subsidiary Guarantees as they have against the Company
under the Notes pursuant to Article Five. The term "Company Obligations" means
any and all present and future obligations and liabilities of the Company of
every type and description to the Beneficiaries under this Indenture and the
Notes, whether for principal, premium (if any) or interest (including any
Additional Interest), expenses, indemnities or other amounts, in each case
whether due or not due, absolute or contingent, voluntary or involuntary,
liquidated or unliquidated, determined or undetermined, now or hereafter
existing, renewed or restructured, whether or not from time to time decreased or
extinguished and later increased, created or incurred, whether or not arising
after the commencement of a proceeding under the Federal Bankruptcy Code
(including post-petition interest) and whether or not allowed or allowable as a
claim in any such proceeding, and whether or not recovery of any such obligation
or liability may be barred by a statute of limitations or such obligation or
liability may otherwise be unenforceable. All Company Obligations shall be
conclusively presumed to have been created in reliance on the Subsidiary
Guarantees. Each Subsidiary Guarantee is a continuing guaranty of the Company
Obligations and, except as otherwise provided in Section 10.18 or Section 12.01,
may not be revoked and shall not otherwise terminate unless and until any and
all Company Obligations have been indefeasibly paid and performed in full.

           SECTION 12.02. Nature of Subsidiary Guarantees.

           The liability of each Subsidiary Guarantor under its Subsidiary
Guarantee is independent of and not in consideration of or contingent upon the
liability of the Company or any other Subsidiary Guarantor and a separate action
or actions may be brought and prosecuted against any Subsidiary Guarantor,
whether or not any action is brought or prosecuted against the Company or any
other Subsidiary Guarantor or whether the Company or any other Subsidiary
Guarantor is joined in any such action or actions. The Subsidiary Guarantee
given by each

                                       86



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

           SECTION 12.03. Authorization.

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

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

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

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

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

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

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

                                       87



          SECTION 12.04. Certain Waivers.

          Each Subsidiary Guarantor waives:

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

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

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

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

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

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

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

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

          SECTION 12.05. No Subrogation; Certain Agreements.

               (a)  EACH SUBSIDIARY GUARANTOR WAIVES ANY AND ALL RIGHTS OF
     SUBROGATION, INDEMNITY OR REIMBURSEMENT, AND ANY AND ALL BENEFITS OF AND
     RIGHTS TO ENFORCE ANY POWER, RIGHT OR REMEDY THAT ANY BENEFICIARY MAY NOW
     OR HEREAFTER HAVE IN RESPECT OF THE OBLIGATIONS AGAINST THE COMPANY OR ANY
     OTHER SUBSIDIARY GUARANTOR (OTHER THAN RIGHTS OF CONTRIBUTION FROM

                                       88



     OTHER SUBSIDIARY GUARANTORS), AND ANY AND ALL OTHER RIGHTS AND CLAIMS (AS
     DEFINED IN THE FEDERAL BANKRUPTCY CODE) ANY SUBSIDIARY GUARANTOR MAY HAVE
     AGAINST THE COMPANY, UNDER APPLICABLE LAW OR OTHERWISE, AT LAW OR IN
     EQUITY, BY REASON OF ANY PAYMENT UNDER ITS SUBSIDIARY GUARANTEE, UNLESS AND
     UNTIL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL.

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

          SECTION 12.06. Bankruptcy; No Discharge.

               (a)  Without limiting Section 12.02, no Subsidiary Guarantee
     shall be discharged or otherwise affected by any bankruptcy, reorganization
     or similar proceeding commenced by or against the Company or any Subsidiary
     Guarantor, including (i) any discharge of, or bar or stay against
     collecting, all or any part of the Company Obligations in or as a result of
     any such proceeding, whether or not assented to by any Beneficiary, (ii)
     any disallowance of all or any portion of any Beneficiary's claim for
     repayment of the Company Obligations, (iii) any use of cash or other
     collateral in any such proceeding, (iv) any agreement or stipulation as to
     adequate protection in any such proceeding, (v) any failure by any
     Beneficiary to file or enforce a claim against the Company or any other
     obligor or its estate in any bankruptcy or reorganization case, (vi) any
     amendment, modification, stay or cure of any Beneficiary's rights that may
     occur in any such proceeding, (vii) any election by any Beneficiary under
     Section 1112(b)(2) of the Federal Bankruptcy Code, or (viii) any borrowing
     or grant of a Lien under Section 364 of the Federal Bankruptcy Code. Each
     Subsidiary Guarantor understands and acknowledges that by virtue of its
     Subsidiary Guarantee, it has specifically assumed any and all risks of any
     such proceeding with respect to the Company and each other Subsidiary
     Guarantor.

               (b)  Notwithstanding anything in this Article Twelve to the
     contrary, any Event of Default under clause (g) or (h) of Section 5.01 of
     this Indenture shall render all Company Obligations automatically due and
     payable for purposes of the Subsidiary Guarantees, without demand on the
     part of the Trustee or any Holder.

               (c)  Notwithstanding anything to the contrary herein contained,
     the Subsidiary Guarantees shall continue to be effective or be reinstated,
     as the case may be, if at any time any payment, or any part thereof, of any
     or all of the Company Obligations is rescinded, invalidated, declared to be
     fraudulent or preferential or otherwise required to be restored or returned
     by any Beneficiary in connection with any bankruptcy, reorganization or
     similar proceeding involving the Company, any Subsidiary Guarantor or
     otherwise, or if any Beneficiary elects to return any such payment or
     proceeds or any

                                       89



     part thereof in its sole discretion, all as though such payment had not
     been made or such proceeds not been received.

          SECTION 12.07. Severability of Void Obligations under Subsidiary
Guarantees.

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

          SECTION 12.08. Right of Contribution.

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

          As used in this Section, "Net Worth" means, with respect to any
Subsidiary Guarantor, the amount, as of any date of calculation by which the sum
of a Person's assets (including subrogation indemnity, contribution
reimbursement and similar rights that such Subsidiary Guarantor may have),
determined on the basis of a "fair valuation" or their "fair salable value"
(whichever is the applicable test under Section 548 and other relevant
provisions of the Federal Bankruptcy Code and the relevant state fraudulent
conveyance or transfer laws) is greater than the amount that will be required to
pay all of such Person's debts, in each case matured or unmatured, contingent or
otherwise, as of the date of calculation but excluding liabilities arising under
the Subsidiary Guarantee and excluding, to the maximum extent permitted by
Applicable Law with the objective of avoiding rendering such Person insolvent,
liabilities subordinated to the Company Obligations arising out of loans or
advances made to such Person by any other Person. "Maximum Net Worth" means,
with respect to any Subsidiary Guarantor, the greatest of the Net Worth
calculated as of the following dates: (A) the date on which the Subsidiary
Guarantor becomes a Subsidiary Guarantor hereunder, (B) the date on which such
Subsidiary Guarantor expressly reaffirms the Subsidiary Guarantee, (C) the date
on which demand for payment is made on such Subsidiary Guarantor hereunder, (D)
the date on which payment is made by such Subsidiary Guarantor hereunder or (E)
the date on which any judgment, order or decree is entered requiring such
Subsidiary Guarantor to make payment hereunder or in respect hereof. The meaning
of the terms "fair valuation" and "fair salable value" and the calculation of
assets and liabilities shall be determined and made in accordance with the
relevant provisions of the Federal Bankruptcy Code and applicable state
fraudulent conveyance or transfer laws.

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          SECTION 12.09. Additional Subsidiary Guarantors.

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

          SECTION 12.10. Release of a Subsidiary Guarantor.

               (a)  In the event of (i) a sale or other disposition of all or
     substantially all of the assets of any Subsidiary Guarantor or the sale of
     a Subsidiary Guarantor by way of merger, consolidation or otherwise, that,
     in each case, complies with the provisions set forth in Section 10.14 of
     this Indenture, (ii) a Subsidiary Guarantor becoming an Unrestricted
     Subsidiary pursuant to the terms of this Indenture or (iii) a sale or other
     disposition of all of the Capital Stock of any Subsidiary Guarantor that
     complies with the provisions set forth in Section 10.14 of this Indenture,
     then such Subsidiary Guarantor or the Person acquiring such assets, as
     applicable, shall be immediately released and relieved of any obligations
     under its Subsidiary Guarantee without any further action, provided that
     the Company complies with the provisions of the covenant described in
     Section 10.14 of this Indenture. Upon release of any Subsidiary Guarantor
     from its Subsidiary Guarantee pursuant to the terms of this Indenture, each
     other Subsidiary Guarantor not so released shall remain liable for the full
     amount of principal of, and interest on, the Notes as and to the extent
     provided in this Indenture.

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

              ARTICLE THIRTEEN: DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 13.01. Company's Option to Effect Defeasance or Covenant
Defeasance.

          The Company may, at its option by Board Resolution, at any time, with
respect to the Notes, elect to have either Section 13.02 or Section 13.03 be
applied to all Outstanding Notes upon compliance with the conditions set forth
below in this Article Thirteen.

          SECTION 13.02. Defeasance and Discharge.

          Upon the Company's exercise under Section 13.01 of the option
applicable to this Section 13.02, the Company shall be deemed to have been
immediately discharged from its obligations with respect to all Outstanding
Notes, subject to satisfaction of the conditions set forth in Section 13.04
(hereinafter, "Defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by

                                       91



the Outstanding Notes, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 13.05 and the other Sections of this Indenture
referred to in clauses (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Outstanding Notes to receive, solely from the trust fund described in
Section 13.04 and as more fully set forth in such Section, payments in respect
of the principal of (and premium, if any, on) and interest (including any
Additional Interest) on such Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Sections 3.04, 3.05, 3.06, 10.02
and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (d) this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 13.02
notwithstanding the prior exercise of its option under Section 13.03 with
respect to the Notes.

          SECTION 13.03. Covenant Defeasance.

          Upon the Company's exercise under Section 13.01 of the option
applicable to this Section 13.03, the Company shall be immediately released from
its obligations under any covenant or obligation contained in Section 8.01 and
Sections 10.05 through 10.20 with respect to the Outstanding Notes, subject to
the satisfaction of the conditions set forth below (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants
or obligation, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such Covenant Defeasance means that, with
respect to the Outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant or obligation, whether directly or indirectly, by reason of
any reference elsewhere this Indenture or the Notes to any such covenant or
obligation or by reason of any reference in any such covenant or obligation in
any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 5.01(c), (d), (e), (f), (i) and (j), but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.

          SECTION 13.04. Conditions to Defeasance or Covenant Defeasance.

          The following shall be the conditions to application of either Section
13.02 or Section 13.03 to the Outstanding Notes:

               (a)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 6.07 who shall agree to comply with the provisions of this
     Article Thirteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Notes, (i) money in
     an amount, or (ii) United States Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one (1) day before
     the due date of any payment, money

                                       92



     in an amount, or (iii) a combination thereof, sufficient, in the opinion of
     a nationally recognized firm of independent public accountants expressed in
     a written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, the principal of (and premium, if any, on)
     and interest (including any Additional Interest) on the Outstanding Notes
     on the Stated Maturity (or Redemption Date, if applicable) of such
     principal (and premium, if any) or Interest Payment Date of such
     installment of interest; provided that the Trustee shall have been
     irrevocably instructed to apply such money or the proceeds of such United
     States Government Obligations to said payments of principal (premium, if
     any) and interest (including any Additional Interest) with respect to the
     Notes. Before such a deposit, the Company may give to the Trustee, in
     accordance with Section 11.03 hereof, a notice of its election to redeem
     all of the Outstanding Notes at a future date in accordance with Article
     Eleven hereof, which notice shall be irrevocable. Such irrevocable
     redemption notice, if given, shall be given effect in applying the
     foregoing.

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

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

               (d)  In the case of an election under Section 13.02, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (i)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (ii) there has been a change in the applicable
     federal income tax law, in either case to the effect that, and based
     thereon such opinion shall confirm that, the Holders of the Outstanding
     Notes will not recognize income, gain or loss for federal income tax
     purposes as a result of such Defeasance and will be subject to federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such defeasance had not occurred.

               (e)  In the case of an election under Section 13.03, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of the Outstanding Notes will not recognize income, gain
     or loss for federal income tax purposes as a result of such Covenant
     Defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such covenant defeasance had not occurred.

               (f)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the Defeasance under Section
     13.02 or the Covenant Defeasance under Section 13.03 (as the case may be)
     have been complied with.

          SECTION 13.05. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

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          Subject to the provisions of the last paragraph of Section 10.03, all
money and United States Government Obligations (including the proceeds thereof)
deposited with the Trustee, collectively with any other qualifying trustee, for
purposes of this Section 13.05, the "Trustee") pursuant to Section 13.04 in
respect of the Outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest (including any Additional Interest) but such
money need not be segregated from other funds except to the extent required by
law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Notes.

          Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or United States Government Obligations held by it as provided
in Section 13.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance, as applicable, in accordance with this Article Thirteen.

          SECTION 13.06. Reinstatement.

          If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 13.05 by reason of any order or judgment of any court or
Governmental Authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.02 or 13.03, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
13.05; provided, however, that if the Company makes any payment of principal of
(or premium, if any, on) or interest (including any Additional Interest) on any
Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

          SECTION 13.07. Counterparts.

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

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                        ARTICLE FOURTEEN: SUBORDINATION

          SECTION 14.01. Agreement to Subordinate

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

          SECTION 14.02. Liquidation; Dissolution; Bankruptcy

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

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

                    (ii)  until Senior Indebtedness is paid in full, any
          distribution to which Holders of Notes would be entitled but for this
          provision shall be made to

                                       95



          the holders of Senior Indebtedness as their interests may appear,
          except that holders of the Notes may receive Capital Stock or any
          securities described in paragraph (a)(i) above.

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

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

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

          SECTION 14.03. Default on Designated Senior Indebtedness

          During the continuance of any default in the payment of the Designated
Senior Indebtedness of the Company or a Subsidiary Guarantor at maturity or
pursuant to which the maturity thereof may immediately be accelerated beyond the
applicable grace period, no payment or distribution of any assets of the Company
or such Subsidiary Guarantor of any kind or character (excluding any payment or
distribution provided for by a plan of reorganization giving effect to these
subordination provisions of certain permitted equity or securities that are
subordinated to the Senior Indebtedness or securities exchanged for Senior
Indebtedness pursuant to a plan of reorganization to at least the same extent as
the Notes and which have a term which exceeds the term of such Senior
Indebtedness and other than payments from trusts previously created pursuant to
the provisions described in Article Thirteen) shall be made to the Holders on
account of the principal of, premium, if any, or interest (including Additional
Interest) on or any other amounts payable with respect thereto, or the purchase,
redemption or other acquisition of, the Notes or such Subsidiary Guarantee,
respectively, unless and until such default has been cured or waived or has
ceased to exist or such Designated Senior Indebtedness shall have been
discharged or paid in full.

          During the continuance of any non-payment default with respect to any
Designated Senior Indebtedness of the Company or a Subsidiary Guarantor pursuant
to which the maturity thereof may be accelerated (in accordance with its terms a
"Non-payment

                                       96



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

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

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

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

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

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

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

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

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

          A Non-payment Default with respect to Designated Senior Indebtedness
that existed or was continuing on the date of commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall not give rise to the commencement of a second
Payment Blockage Period, whether or not within a

                                       97



period of 365 consecutive days, unless such Non-payment Default has been cured
or waived for a period of not less than 90 consecutive days and subsequently
recurs.

          SECTION 14.04. Acceleration of the Notes

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

          SECTION 14.05. When Distribution Must Be Paid Over

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

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

          SECTION 14.06. Notice by the Company and Subsidiary Guarantors

          The Company and the Subsidiary Guarantors shall promptly notify the
Trustee and the Paying Agent of any facts known to them that would cause a
payment of any obligations with respect to the Notes to violate this Article
Fourteen, but failure to give such notice shall not affect the subordination of
the Notes to the Senior Indebtedness as provided in this Article Fourteen.
                                                        --------

          SECTION 14.07. Subrogation

          After all Senior Indebtedness is irrevocably paid in full in cash or
cash equivalents satisfactory to the holders thereof and until the Notes are
paid in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the
             ---- -----

                                       98



rights of holders of Senior Indebtedness to receive distributions applicable to
Senior Indebtedness to the extent that distributions otherwise payable to the
Holders have been applied to the payment of Senior Indebtedness. A distribution
made under this Article Fourteen to holders of Senior Indebtedness that
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on the Notes.

          SECTION 14.08. Relative Rights

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

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

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

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

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

          SECTION 14.09. Subordination May Not Be Impaired by the Company and
Subsidiary Guarantors

          No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company, the Subsidiary Guarantors or any
Holder or by the failure of the Company, the Subsidiary Guarantors or any Holder
to comply with this Indenture.

          SECTION 14.10. Distribution or Notice to Representative

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

          Upon any payment or distribution of assets of the Company referred to
in this Article Fourteen, the Trustee and the Holders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other Indebtedness of the
Company or Subsidiary

                                       99



Guarantors, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Fourteen.

          SECTION 14.11. Rights of Trustee and Paying Agent

          Notwithstanding the provisions of this Article Fourteen or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office prior to the date of such payment written notice of facts
that would cause the payment of any obligations with respect to the Notes to
violate this Article Fourteen. Nothing in this Article Fourteen shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 6.06 hereof.

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

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

          SECTION 14.12. Authorization to Effect Subordination

          Each Holder of a Note by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Fourteen, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 5.04 hereof at least 30 days before the expiration of the
time to file such claim, the agents of the lenders under the Bank Credit
Facility are hereby authorized to file an appropriate claim for and on behalf of
the Holders of the Notes.

          SECTION 14.13. Modification of terms of Senior Indebtedness

          Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including without limitation the waiver of default

                                      100



thereunder, may be made or done all without notice to or assent from the holders
of the Notes or the Trustee.

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

                                      101



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

                           ISLE OF CAPRI CASINOS, INC.


                           By:  /s/ Allan B. Solomon
                                ------------------------------------------------
                                Name:  Allan B. Solomon
                                Title: Executive Vice President and Secretary

                           STATE STREET BANK AND TRUST COMPANY, as Trustee


                           By:  /s/ Cauna M. Silva
                                ------------------------------------------------
                                Name:  Cauna M. Silva
                                Title: Vice President

                           RIVERBOAT CORPORATION OF MISSISSIPPI


                           By:  /s/ Allan B. Solomon
                                ------------------------------------------------
                                Name:  Allan B. Solomon
                                Title: Executive Vice President and Secretary

                           RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG


                           By:  /s/ Allan B. Solomon
                                ------------------------------------------------
                                Name:  Allan B. Solomon
                                Title: Executive Vice President and Secretary

                           RIVERBOAT SERVICES, INC.


                           By:  /s/ Allan B. Solomon
                                ------------------------------------------------
                                Name:  Allan B. Solomon
                                Title: Executive Vice President and Secretary

                                      102



                        CSNO, L.L.C.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        LOUISIANA RIVERBOAT GAMING PARTNERSHIP


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        ST. CHARLES GAMING COMPANY, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        IOC HOLDINGS, L.L.C.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        GRAND PALAIS RIVERBOAT, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        LRGP HOLDINGS, L.L.C.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                                       103



                        PPI, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        ISLE OF CAPRI CASINO COLORADO, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        ISLE OF CAPRI CASINO-TUNICA, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        IOC-COAHOMA, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        IOC-NATCHEZ, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                        IOC-LULA, INC.


                        By:  /s/ Allan B. Solomon
                             ---------------------------------------------------
                             Name:  Allan B. Solomon
                             Title: Executive Vice President and Secretary

                                      104



                          IOC BOONVILLE, INC.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                          IOC-KANSAS CITY, INC.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                          ISLE OF CAPRI BETTENDORF, L.C.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                          ISLE OF CAPRI MARQUETTE, INC.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                          IOC-DAVENPORT, INC.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                          GEMINI, INC.


                          By:  /s/ Allan B. Solomon
                               -------------------------------------------------
                               Name:  Allan B. Solomon
                               Title: Executive Vice President and Secretary

                                      105



                             LL HOLDING CORPORATION


                             By:  /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                                      106



                                    EXHIBIT A
                                    ---------

                        Form of Transfer Restricted Note

                                                                CUSIP No.

                                                                  ISIN

                                 (Face of Note)

                      9% SENIOR SUBORDINATED NOTES DUE 2012

No. __________                                                      $___________

                           ISLE OF CAPRI CASINOS, INC.

as obligor, promises to pay to _________ or registered assigns, the principal
sum of $[_______] on March 15, 2012.

Interest Payment Dates: March 15 and September 15 (each an "Interest Payment
Date").

Record Dates: March 1 and September 1 (whether or not a Business Day) (each a
"Regular Record Date").

     Reference is hereby made to the further provisions of this Note Certificate
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 duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
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 corporate seal.

Dated: March 27, 2002

                                                 ISLE OF CAPRI CASINOS, INC.

     [SEAL]

                                                 By:  __________________________
                                                      Name:
                                                      Title:

                                      A-1



Trustee's Certificate of Authentication:

This is one of the Notes referred to in the within-named Indenture.

State Street Bank and Trust Company, as Trustee

By:______________________
     Authorized Signatory

                                      A-2



                                 (Back of Note)

                  9% Series A Senior Subordinated Note due 2012

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OR A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./1/

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE
SELLER BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT

______________________
/1/  This is to be included only if the Note is in global form.

                                      A-3



PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, RESALE,
ASSIGNMENT, PLEDGE OR TRANSFER PURSUANT TO CLAUSES (c) OR (d) ABOVE TO REQUIRE
THE DELIVERY OF AN OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY)
OF COUNSEL SATISFACTORY TO THE COMPANY, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY, (2) TO THE COMPANY OR ITS SUBSIDIARIES. OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

     1. 9% SENIOR SUBORDINATED NOTE DUE 2012. This Note is one of a duly
authorized issue of securities of Isle of Capri Casinos, Inc., a Delaware
corporation (the "Company"), designated as its 9% Senior Subordinated Notes due
2012 (herein called the "Notes"), which have been issued under the Indenture (as
defined below). Capitalized terms not defined herein have the meaning given to
them in the Indenture.

     2. INTEREST. The Company promises to pay interest on the principal amount
of the Notes represented by this Note Certificate at the rate per annum shown
above from March 27, 2002 until maturity and shall pay Additional Interest, if
any, payable pursuant to Section 2.5 of the Registration Rights Agreement
referred to below. The Company shall pay interest (including Additional
Interest, if any) semiannually on each Interest Payment Date commencing
September 15, 2002 to the holders of record (each a "Holder") of Outstanding
Notes on the immediately preceding Regular Record Date. Interest on the Notes
represented by this Note Certificate will accrue from the most recent date to
which interest has been paid or, if no interest has been paid on such Notes,
from the first date on which the Notes represented by this Note Certificate was
originally issued. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. To the extent lawful, the Company shall pay interest on
overdue installments of interest at the rate borne by the Notes.

     3. METHOD OF PAYMENT. The Company shall pay interest on the Notes (except
Defaulted Interest, which shall be payable as specified in the Indenture) and
Additional Interest, if any, to Persons who are registered Holders of Notes at
the close of business on the Regular Record Date for the Interest Payment Date
even if Notes are canceled after the Regular Record Date and on or before the
Interest Payment Date. If the Company and a Person registered as a Holder shall
so agree, such Holder shall not be required to surrender the Notes to collect
principal payments and premium payments, if any. Payment of the principal of and
premium, if any, interest and Additional Interest, if any, on the Notes will be
made at the office or agency of the Company maintained for that purpose in the
City of New York, or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company (i) by check mailed to the address of the Person entitled
thereto as such address shall appear on the Note Register or (ii) by wire
transfer to an account maintained by the payee located in the United States.

                                      A-4



     4. GUARANTEES. The payment of the Notes represented by this Note
Certificate is guaranteed pursuant to the Subsidiary Guarantees by the
Subsidiary Guarantors.

     5. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     6. INDENTURE. The Company issued the Notes under an Indenture dated as of
March 27, 2002 (the "Indenture"), by and among the Company, as Issuer, Riverboat
Corporation of Mississippi ("RCM"), Riverboat Corporation of
Mississippi-Vicksburg ("RCM-Vicksburg"), Riverboat Services, Inc. ("RSI"), CSNO,
L.L.C. ("CSNO"), Louisiana Riverboat Gaming Partnership ("LRGP"), St. Charles
Gaming Company, Inc. ("SCGC"), IOC Holdings, L.L.C. ("IOCH"), Grand Palais
Riverboat, Inc. ("GPRI"), LRGP Holdings, L.L.C. ("LRGP Holdings"), P.P.I., Inc.
("PPI"), Isle of Capri Casino Colorado, Inc. ("Isle Colorado"), Isle of Capri
Casino - Tunica, Inc. ("Isle - Tunica"), IOC-Coahoma, Inc. ("IOC-Coahoma"),
IOC-Natchez, Inc. ("Isle-Natchez"), IOC-Lula, Inc. ("Isle-Lula"), IOC Boonville,
Inc. ("Isle-Boonville"), IOC-Kansas City, Inc. ("Isle-Kansas City"), Isle of
Capri Bettendorf, L.C. ("Isle-Bettendorf"), Isle of Capri Marquette, Inc.
("Isle-Marquette"), IOC-Davenport, Inc. ("Isle-Davenport"), LL Holding
Corporation ("LLHC") and Gemini, Inc. ("Gemini" and together with RCM,
RCM-Vicksburg, RSI, CSNO, LRGP, SCGC, IOCH, GPRI, LRGP Holdings, PPI, Isle -
Tunica, IOC-Coahoma, Isle-Natchez, Isle-Lula, Isle-Boonville, Isle-Kansas City,
Isle-Bettendorf, Isle-Marquette and Isle-Davenport and LLHC, the "Subsidiary
Guarantors"), and State Street Bank and Trust Company, as Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 as in effect on the
date of the Indenture. The Notes are subject to, and qualified by, all such
terms, certain of which are summarized herein, and Holders are referred to the
Indenture (and all indentures supplemental thereto) and the Trust Indenture Act
of 1939, as amended, for a statement of such terms. The Notes are unsecured
obligations of the Company.

     7. OPTIONAL REDEMPTION. (a) The Company may redeem all the Notes, in whole
or in part, at any time on or after March 15, 2007 at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest to the redemption date, if redeemed during the 12-month period
beginning on March 15 of the years indicated below:

                       Year                              Percentage
                       ----                              ----------

                       2007                                104.500%

                       2008                                103.000%

                       2009                                101.500%

               2010 and thereafter                         100.000%

     (b) In the event that the Company consummates a Qualified Public Equity
Offering on or before March 15, 2005, the Company may redeem, at its option, up
to 35% of the Outstanding

                                      A-5



Notes at a redemption price of 109.00% of the principal amount of the Notes so
redeemed plus accrued and unpaid interest to the redemption date, provided that,
after any such redemption and all redemptions earlier effected pursuant to this
Section 7(b), no more than 35% of the aggregate principal amount of Notes have
been redeemed pursuant to this Section 7(b).

     (c) The Company may redeem (a "Gaming Redemption") the Notes of any Holder
if any Gaming Authority requires that a Holder or a beneficial owner of Notes
must be licensed, qualified or found suitable under any applicable gaming law
and such Holder or beneficial owner fails to apply for a license, qualification,
or a finding of suitability within 30 days after being requested to do so in
such circumstance by the Gaming Authority or by the Company pursuant to an order
of the Gaming Authority, or if such Holder or such beneficial owner is not so
licensed, qualified or found suitable, the Company shall have the right, at its
option:

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

          (2) to redeem the Notes of such Holder or beneficial owner at a
     Redemption Price equal to the lesser of:

                  (a) the principal amount thereof, and

                  (b) the price at which such Holder or beneficial owner
                      acquired the Notes,

together with, in each case, plus accrued and unpaid interest, if any, to the
earlier of the Redemption Date or the date of denial of such license,
qualification or finding of unsuitability, if any, by such Gaming Authority,
which may be less than 30 days following the Notice of Redemption, if so ordered
by such Gaming Authority.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed by first class
mail not less than 30 days nor more than 60 days (or, in the case of a Gaming
Redemption, up to 30 days) before the redemption or purchase date to each Holder
of Notes at its registered address. On and after the Redemption Date, interest
shall cease to accrue on the Notes or portions thereof called for redemption
pursuant to the optional and mandatory redemption provisions and not forwarded
for redemption.

     Interest installments whose Interest Payment Date is on or prior to the
Redemption Date will be payable to the Holders of such Notes, or one or more
Predecessor Notes, of record at the close of business on the relevant Record
Date referred to on the face hereof.

     9. REPURCHASE OFFERS. Upon the occurrence of a Change of Control, the
Company shall be obligated to offer to repurchase this Note at a purchase price
(payable in cash) in an amount equal to 101% of the principal amount thereof
plus accrued and unpaid interest thereon to the Redemption Date.

     At each such time as the amount of Excess Sale/Loss Proceeds aggregates
$10.0 million, the Company shall make an Excess Sale/Loss Proceeds Offer to
repurchase, from all Holders,

                                      A-6



Notes up to a maximum principal amount (expressed as a multiple of $1,000) equal
to such Excess Sale/Loss Proceeds, less the accrued and unpaid interest on such
Notes, at a purchase price (payable in cash) in an amount equal to 100% of the
principal amount of the Notes plus accrued and unpaid interest to the repurchase
date.

     10. SELECTION OF NOTES REDEEMED OR REPURCHASED IN PART. If less than all of
the Outstanding Notes are to be redeemed or repurchased, the particular Notes or
portions thereof to be redeemed shall be determined by the Trustee on a pro rata
basis, by lot or by any other method determined by the Trustee to be fair and
appropriate, provided that no Notes in a principal amount of $1,000 or less
shall be redeemed or repurchased in part. In the event of redemption or
repurchase of this Note in part only, a new Note or Notes for the portion not
redeemed or repurchased hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.

     11. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples thereof. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition to transfer, the Note Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Note Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption in whole or in part, or with
respect to which a Repurchase Notice has been given. Also, it need not exchange
or register the transfer of any Notes for a period of 15 days before the mailing
of a notice of redemption or Repurchase Offer with respect to such Notes. Prior
to the time of due presentment of this Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any agent shall be affected by notice to the contrary.

     12. PERSONS DEEMED OWNERS. The registered holder of a Note may be treated
as its owner for the purpose of receiving payment and, subject to the exception
set forth under the caption "Method of Payment" above, interest and for all
other purposes.

     13. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or
the Notes may be amended with the consent of the Holders of at least a majority
in principal amount of the Outstanding Notes, and any past default may be waived
with the consent of the Holders of a majority in principal amount of the
Outstanding Notes, except a default in the payment of the principal of or
interest on any Note, or in respect of a covenant or a provision which cannot be
modified without the consent of all Holders. Without the consent of any Holder
of the Notes, the Indenture, the Notes or the Subsidiary Guarantees may be
amended, waived or supplemented for certain specified purposes, including, among
other things, to cure ambiguities, defects or inconsistencies, to add to the
covenants of the Company and the Subsidiary Guarantors for the benefit of the
Holders, to surrender any right or power conferred upon Company or a Subsidiary
Guarantor, to add additional Events of Default, to appoint a successor Trustee,
to add a Subsidiary Guarantor or to release a Subsidiary Guarantor under certain
circumstances, or to comply with any requirement to effect the qualification of
the Indenture

                                      A-7



under the Trust Indenture Act or any registration or qualification of the Notes
under securities laws.

     14. DEFAULTS AND REMEDIES. Subject to certain exceptions, if an Event of
Default occurs, then the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes may, by written notice, and the
Trustee upon the request of the Holders of not less than 25% in aggregate
principal amount of the Outstanding Notes is obligated to, declare the principal
of and accrued interest on all the Notes to be due and payable immediately,
provided that so long as the Bank Credit Facility is in effect, such
acceleration shall not be effective until the earlier of (i) five business days
following the delivery of notice of acceleration to the agent under the Bank
Credit Facility and (ii) the acceleration of any Indebtedness under the Bank
Credit Facility. In the case of an Event of Default arising from certain events
of bankruptcy or insolvency, then the principal of and accrued interest on all
the Outstanding Notes will become due and payable without any declaration or
other act on the part of the Trustee or any Holder. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnification satisfactory to it before it enforces the Indenture or
the Notes. Subject to certain limitations, Holders of a majority in principal
amount of the Outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal (premium, if any) or interest
(or in the payment of any Note repurchase price) if it determines that
withholding notice is in their interests. The Company must furnish quarterly and
annual compliance certificates to the Trustee.

     15. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions
for the defeasance at any time of (a) the entire indebtedness of the Company on
this Note and (b) certain restrictive covenants and the related Defaults and
Events of Default, upon compliance by the Company with certain conditions set
forth therein, which provisions apply to this Note.

     16. SUBORDINATION. The payment of principal of, premium, if any, and
interest (including Additional Interest) on the Notes will be subordinated in
right of payment to the prior payment in full of Senior Indebtedness as set
forth in Article Fourteen of the Indenture.

     17. TRUSTEE DEALINGS WITH THE COMPANY. The Indenture contains certain
limitations on the rights of the Trustee, should it become a creditor of the
Company, to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90 days
or resign.

     18. NO RECOURSE AGAINST OTHERS. A director, officer, employee, stockholder
or incorporator, as such, of any Person party to the Indenture, the Notes or the
Subsidiary Guarantees shall not have any liability for any obligations of such
Person under such documents or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the Notes.

                                      A-8



     19. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of an authorized officer of the Trustee.

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

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                           Isle of Capri Casinos, Inc.
                              1641 Popps Ferry Road
                            Biloxi, Mississippi 39532
                          Attn: Chief Financial Officer

                                      A-9



                                 ASSIGNMENT FORM
                                 ---------------

     To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

________________________________________________________________________________

       (Insert assignee's social security or tax identification number.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint:

________________________________________________________________________________

agent to transfer this Note on the books

of the Company. The agent may substitute

another to act for him or her.


Date: ________________________________

Signed: ______________________________

(Sign exactly as your name appears on
the face of this Note)

Signature Guarantee:



______________________________________

NOTICE: The signature must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

                                      A-10



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 1109 or Section 1110 of the Indenture and Paragraph 9 of
this Note, check the box:

                [_]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 1109 or Section 1110 of the Indenture or Paragraph 9
of this Note, state the amount:

                $____________________________________
                  (in an integral multiple of $1000)



Date: _______________________________


Signed:______________________________
(Sign exactly as your name appears on
the face of this Note)

Signature Guarantee:



_____________________________________

NOTICE: The signature must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

                                      A-11



                  SCHEDULE OF EXCHANGES OF CERTIFICATED NOTE/2/

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



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


_____________________
/2/ This is to be included only if the Notes is in global form.

                                      A-12



                                    EXHIBIT B
                                    ---------

                              Form of Exchange Note

                                                              CUSIP No.

                                                              ISIN

                                 (Face of Note)

                      9% SENIOR SUBORDINATED NOTES DUE 2012

No. _____                                                           $___________

                           ISLE OF CAPRI CASINOS, INC.

as obligor, promises to pay to __________ or registered assigns, the principal
sum of $[__________] on, March 15, 2012.

Interest Payment Dates: March 15 and September 15 (each an "Interest Payment
Date").

Record Dates: March 1 and September 1 (whether or not a Business Day) (each a
"Regular Record Date").

          Reference is hereby made to the further provisions of this Note
Certificate 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 duly executed
by the Trustee referred to on the reverse hereof by manual signature, this Note
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 corporate seal.

Dated:    March 27, 2002

                                        ISLE OF CAPRI CASINOS, INC.
         [SEAL]

                                        By:  ___________________________________
                                             Name:
                                             Title:

                                      B-1



Trustee's Certificate of Authentication:

This is one of the Notes referred to in the
within-named Indenture.

State Street Bank and Trust Company, as Trustee

By:________________________________
         Authorized Signatory

                                      B-2



                                 (Back of Note)

                  9% Series A Senior Subordinated Note due 2012

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./3/

          1. 9% SENIOR SUBORDINATED NOTE DUE 2012. This Note is one of a duly
authorized issue of securities of Isle of Capri Casinos, Inc., a Delaware
corporation (the "Company"), designated as its 9% Senior Subordinated Notes due
2012 (herein called the "Notes"), which have been issued under the Indenture (as
defined below). Capitalized terms not defined herein have the meaning given to
them in the Indenture.

          2. INTEREST. The Company promises to pay interest on the principal
amount of the Notes represented by this Note Certificate at the rate per annum
shown above from March 27, 2002 until maturity and shall pay Additional
Interest, if any, payable pursuant to Section 2.5 of the Registration Rights
Agreement referred to below. The Company shall pay interest (including
Additional Interest, if any) semiannually on each Interest Payment Date
commencing September 15, 2002 to the holders of record (each a "Holder") of
Outstanding Notes on the immediately preceding Regular Record Date. Interest on
the Notes represented by this Note Certificate will accrue from the most recent
date to which interest has been paid or, if no interest has been paid on such
Notes, from the first date on which the Notes represented by this Note
Certificate was originally issued. Interest will be computed on the basis of a
360-day year of twelve 30-day months. To the extent lawful, the Company shall
pay interest on overdue installments of interest at the rate borne by the Notes.

_________________
/3/      This is to be included only if the Note is global form.

                                      B-3



          3. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except Defaulted Interest, which shall be payable as specified in the
Indenture) and Additional Interest, if any, to Persons who are registered
Holders of Notes at the close of business on the Regular Record Date for the
Interest Payment Date even if Notes are canceled after the Regular Record Date
and on or before the Interest Payment Date. If the Company and a Person
registered as a Holder shall so agree, such Holder shall not be required to
surrender the Notes to collect principal payments and premium payments, if any.
Payment of the principal of (and premium, if any,) interest and Additional
Interest, if any, on the Notes will be made at the office or agency of the
Company maintained for that purpose in the City of New York, or at such other
office or agency of the Company as may be maintained for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company (i) by check mailed
to the address of the Person entitled thereto as such address shall appear on
the Note Register or (ii) by wire transfer to an account maintained by the payee
located in the United States.

          4. GUARANTEES. The payment of the Notes represented by this Note
Certificate is guaranteed pursuant to the Subsidiary Guarantees by the
Subsidiary Guarantors.

          5. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

          6. INDENTURE. The Company issued the Notes under an Indenture dated as
of March 27, 2002 (the "Indenture"), by and among the Company, as Issuer,
Riverboat Corporation of Mississippi ("RCM"), Riverboat Corporation of
Mississippi-Vicksburg ("RCM-Vicksburg"), Riverboat Services, Inc. ("RSI"), CSNO,
L.L.C. ("CSNO"), Louisiana Riverboat Gaming Partnership ("LRGP"), St. Charles
Gaming Company., Inc. ("SCGC"), IOC Holdings, L.L.C. ("IOCH"), Grand Palais
Riverboat, Inc. ("GPRI"), LRGP Holdings, L.L.C. ("LRGP Holdings"), P.P.I., Inc.
("PPI"), ASMI Management, Inc. ("ASMI"), Isle of Capri Casino Colorado, Inc.
("Isle Colorado"), Isle of Capri Casino - Tunica, Inc. ("Isle - Tunica"),
IOC-Coahoma, Inc. ("IOC-Coahoma"), IOC-Natchez, Inc. ("Isle-Natchez"), IOC-Lula,
Inc. ("Isle-Lula"), IOC Boonville, Inc. ("Isle-Boonville"), IOC-Kansas City,
Inc. ("Isle-Kansas City"), Isle of Capri Bettendorf, L.C. ("Isle-Bettendorf"),
Isle of Capri Marquette, Inc. ("Isle-Marquette"), IOC-Davenport, Inc.
("Isle-Davenport"), LL Holding Corporation ("LLHC") and Gemini, Inc. ("Gemini"
and together with RCM, RCM-Vicksburg, RSI, CSNO, LRGP, SCGC, IOCH, GPRI, LRGP
Holdings, PPI, Isle - Tunica, IOC-Coahoma, Isle-Natchez, Isle-Lula,
Isle-Boonville, Isle-Kansas City, Isle-Bettendorf, Isle-Marquette and
Isle-Davenport and LLHC, the "Subsidiary Guarantors"), and State Street Bank and
Trust Company, as Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture. The Notes are
subject to, and qualified by, all such terms, certain of which are summarized
herein, and Holders are referred to the Indenture (and all indentures
supplemental thereto) and the Trust Indenture Act of 1939, as amended, for a
statement of such terms. The Notes are unsecured obligations of the Company
limited to $200.0 million in aggregate principal amount.

                                       B-4



          7. OPTIONAL REDEMPTION. (a) The Company may redeem all the Notes, in
whole or in part, at any time on or after March 15, 2007 at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest to the redemption date, if redeemed during the
12-month period beginning on March 15 of the years indicated below:

                        Year                       Percentage
                        ----                       ----------

                        2007                        104.500%

                        2008                        103.000%

                        2009                        101.500%

                 2010 and thereafter                100.000%

          (b) In the event that the Company consummates a Qualified Public
Equity Offering on or before March 15, 2005, the Company may redeem, at its
option, up to 35% of the Outstanding Notes at a redemption price of 109.00% of
the principal amount of the Notes so redeemed plus accrued and unpaid interest
to the redemption date, provided that, after any such redemption and all
redemptions earlier effected pursuant to this Section 7(b), no more than 35% of
the aggregate principal amount of Notes have been redeemed pursuant to this
Section 7(b).

          (c) The Company may redeem (a "Gaming Redemption") the Notes of any
Holder if any Gaming Authority requires that a Holder or a beneficial owner of
Notes must be licensed, qualified or found suitable under any applicable gaming
law and such Holder or beneficial owner fails to apply for a license,
qualification, or a finding of suitability within 30 days after being requested
to do so in such circumstance by the Gaming Authority or by the Company pursuant
to an order of the Gaming Authority, or if such Holder or such beneficial owner
is not so licensed, qualified or found suitable, the Company shall have the
right, at its option:

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

               (2) to redeem the Notes of such Holder or beneficial owner at a
          Redemption Price equal to the lesser of:

                    (a) the principal amount thereof, and

                    (b) the price at which such Holder or beneficial owner
               acquired the Notes,

together with, in each case, plus accrued and unpaid interest, if any, to the
earlier of the Redemption Date or the date of denial of such license,
qualification or finding of unsuitability, if

                                      B-5



any, by such Gaming Authority, which may be less than 30 days following the
Notice of Redemption, if so ordered by such Gaming Authority.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed by first class
mail not less than 30 days nor more than 60 days (or, in the case of a Gaming
Redemption, up to 30 days) before the redemption or purchase date to each Holder
of Notes at its registered address. On and after the Redemption Date, interest
shall cease to accrue on the Notes or portions thereof called for redemption
pursuant to the optional and mandatory redemption provisions and not forwarded
for redemption.

     Interest installments whose Interest Payment Date is on or prior to the
Redemption Date will be payable to the Holders of such Notes, or one or more
Predecessor Notes, of record at the close of business on the relevant Record
Date referred to on the face hereof.

     9. REPURCHASE OFFERS. Upon the occurrence of a Change of Control, the
Company shall be obligated to offer to repurchase this Note at a purchase price
(payable in cash) in an amount equal to 101% of the principal amount thereof
plus accrued and unpaid interest thereon to the Redemption Date.

     At each such time as the amount of Excess Sale/Loss Proceeds aggregates
$10.0 million, the Company shall make an Excess Sale/Loss Proceeds Offer to
repurchase, from all Holders, Notes up to a maximum principal amount (expressed
as a multiple of $1,000) equal to such Excess Sale/Loss Proceeds, less the
accrued and unpaid interest on such Notes, at a purchase price (payable in cash)
in an amount equal to 100% of the principal amount of the Notes plus accrued and
unpaid interest to the repurchase date.

     10. SELECTION OF NOTES REDEEMED OR REPURCHASED IN PART. If less than all of
the Outstanding Notes are to be redeemed or repurchased, the particular Notes or
portions thereof to be redeemed shall be determined by the Trustee on a pro rata
basis, by lot or by any other method determined by the Trustee to be fair and
appropriate, provided that no Notes in a principal amount of $1,000 or less
shall be redeemed or repurchased in part. In the event of redemption or
repurchase of this Note in part only, a new Note or Notes for the portion not
redeemed or repurchased hereof shall be issued in the name of the Holder hereof
upon the cancellation hereof.

     11. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples thereof. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition to transfer, the Note Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Note Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption in whole or in part, or with
respect to which a Repurchase Notice has been given. Also, it need not exchange
or register the transfer of any Notes for a period of 15 days before the mailing
of a notice of redemption or Repurchase Offer with respect to such Notes. Prior
to the time of due presentment of this Note 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 Note is registered as the owner hereof for all
purposes,

                                      B-6



whether or not this Note is overdue, and neither the Company, the Trustee nor
any agent shall be affected by notice to the contrary.

     12. PERSONS DEEMED OWNERS. The registered holder of a Note may be treated
as its owner for the purpose of receiving payment and, subject to the exception
set forth under the caption "Method of Payment" above, interest and for all
other purposes.

     13. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or
the Notes may be amended with the consent of the Holders of at least a majority
in principal amount of the Outstanding Notes, and any past default may be waived
with the consent of the Holders of a majority in principal amount of the
Outstanding Notes, except a default in the payment of the principal of or
interest on any Note, or in respect of a covenant or a provision which cannot be
modified without the consent of all Holders. Without the consent of any Holder
of the Notes, the Indenture, the Notes or the Subsidiary Guarantees may be
amended, waived or supplemented for certain specified purposes, including, among
other things, to cure ambiguities, defects or inconsistencies, to add to the
covenants of the Company and the Subsidiary Guarantors for the benefit of the
Holders, to surrender any right or power conferred upon Company or a Subsidiary
Guarantor, to add additional Events of Default, to appoint a successor Trustee,
to add a Subsidiary Guarantor or to release a Subsidiary Guarantor under certain
circumstances, or to comply with any requirement to effect the qualification of
the Indenture under the Trust Indenture Act or any registration or qualification
of the Notes under securities laws.

     14. DEFAULTS AND REMEDIES. Subject to certain exceptions, if an Event of
Default occurs, then the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes may, by written notice, and the
Trustee upon the request of the Holders of not less than 25% in aggregate
principal amount of the Outstanding Notes is obligated to, declare the principal
of and accrued interest on all the Notes to be due and payable immediately,
provided that so long as the Bank Credit Facility is in effect, such
acceleration shall not be effective until the earlier of (i) five business days
following the delivery of notice of acceleration to the agent under the Bank
Credit Facility and (ii) the acceleration of any Indebtedness under the Bank
Credit Facility. In the case of an Event of Default arising from certain events
of bankruptcy or insolvency, then the principal of and accrued interest on all
the Outstanding Notes will become due and payable without any declaration or
other act on the part of the Trustee or any Holder. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnification satisfactory to it before it enforces the Indenture or
the Notes. Subject to certain limitations, Holders of a majority in principal
amount of the Outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal (premium, if any) or interest
(or in the payment of any Note repurchase price) if it determines that
withholding notice is in their interests. The Company must furnish quarterly and
annual compliance certificates to the Trustee.

     15. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions
for the defeasance at any time of (a) the entire indebtedness of the Company on
this Note and (b) certain restrictive covenants and the related Defaults and
Events of Default, upon

                                      B-7



compliance by the Company with certain conditions set forth therein, which
provisions apply to this Note.

     16. SUBORDINATION. The payment of principal of, premium, if any, and
interest (including Additional Interest) on the Notes will be subordinated in
right of payment to the prior payment in full of Senior Indebtedness as set
forth in Article Fourteen of the Indenture.

     17. TRUSTEE DEALINGS WITH THE COMPANY. The Indenture contains certain
limitations on the rights of the Trustee, should it become a creditor of the
Company, to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90 days
or resign.

     18. NO RECOURSE AGAINST OTHERS. A director, officer, employee, stockholder
or incorporator, as such, of any Person party to the Indenture, the Notes or the
Subsidiary Guarantees shall not have any liability for any obligations of such
Person under such documents or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the Notes.

     19. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of an authorized officer of the Trustee.

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

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                           Isle of Capri Casinos, Inc.
                              1641 Popps Ferry Road
                           Biloxi, Mississippi 39532
                           Attn: Chief Financial Officer

                                      B-8



                                 ASSIGNMENT FORM
                                 ---------------

     To assign this Note, fill in the form below:

I or we assign and transfer this Note to:
________________________________________________________________________________
        (Insert assignee's social security or tax identification number.)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint:

________________________________________________________________________________

agent to transfer this Note on the books

of the Company. The agent may substitute

another to act for him or her.

Date: ______________________________________

Signed: ____________________________________
(Sign exactly as your name appears on
the face of this Note)

Signature Guarantee:


____________________________________________

NOTICE: The signature must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

                                      B-9



                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 1109 or Section 1110 of the Indenture and Paragraph 9 of this Note,
check the box:

               [_]

     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 1109 or Section 1110 of the Indenture or Paragraph 9
of this Note, state the amount:

               $_______________________________________________________
                       (in an integral multiple of $1000)


Date:______________________________________


Signed:____________________________________
(Sign exactly as your name appears on
the face of this Note)


Signature Guarantee:


___________________________________________

NOTICE: The signature must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

                                      B-10



                  SCHEDULE OF EXCHANGES OF CERTIFICATED NOTE/4/

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



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





__________________________
/4/ This is to be included only if the Note is global from


                                      B-11



                                    EXHIBIT C
                                    ---------

                           Form of Senior Subordinated

                              Subsidiary Guarantee

                           FORM OF SENIOR SUBORDINATED

                              SUBSIDIARY GUARANTEE

          The Subsidiary Guarantors listed below (hereinafter referred to as
"Subsidiary Guarantors," which term includes any successor or assign under the
Indenture dated as of March 27, 2002 (the "Indenture"), by and among Isle of
Capri Casinos, Inc. (the "Company") and Riverboat Corporation of Mississippi,
Riverboat Corporation of Mississippi-Vicksburg, Riverboat Services, Inc., CSNO,
L.L.C., Louisiana Riverboat Gaming Partnership, St. Charles Gaming Co., Inc.,
IOC Holdings, LLC, Grand Palais Riverboat, Inc., LRGP Holdings, L.L.C., PPI,
Inc., Isle of Capri Casino Colorado, Inc., Isle of Capri Casino-Tunica, Inc.,
IOC-Coahoma, Inc., IOC-Natchez, Inc., IOC-Lula, Inc., IOC Boonville, Inc.,
IOC-Kansas City, Inc., Isle of Capri Bettendorf, L.C., Isle of Capri Marquette,
Inc., IOC-Davenport, Inc., LL Holding Corporation and Gemini, Inc. as subsidiary
guarantors (the "Subsidiary Guarantors"), and State Street Bank and Trust
Company, as trustee (the "Trustee"), have jointly, severally, fully and
unconditionally guaranteed (i) the due and punctual payment of the principal of,
premium, if any, and interest (including Additional Interest) on the Company's
9% Senior Subordinated Notes due 2012 (the "Notes"), whether at Stated Maturity,
by acceleration or otherwise, the due and punctual payment of interest on the
overdue principal and interest, if any, of the Notes, to the extent lawful, and
the due and punctual performance of all other obligations of the Company to the
Holders of Notes or the Trustee, all subject to the terms and limitations set
forth in Article Twelve and Article Fourteen of the Indenture, (ii) in case of
any extension of time of payment or renewal of any Notes or any such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise, and (iii) the payment of any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Subsidiary Guarantee
subject to Article Fourteen of the Indenture.

          No director, officer, employee, stockholder or incorporator, as such,
past, present or future, of any Subsidiary Guarantor shall have any liability
under its Subsidiary Guarantee herein by reason of his, her or its status as
such director, officer, employee, stockholder or incorporator.

          These Subsidiary Guarantees are continuing guarantees and, except as
otherwise provided in Section 10.18(c) or Section 12.10 of the Indenture, shall
remain in full force and effect and shall be binding upon the Subsidiary
Guarantors and their successors and assigns until full and final payment of all
of the Company's Obligations and shall inure to the benefit of the successors
and assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred

                                      C-1



upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

          The obligations of the Subsidiary Guarantors hereunder are
subordinated to all Senior Indebtedness of the Subsidiary Guarantors as set
forth in the Indenture.

          These are guarantees of payment and not of collectability.

          These Subsidiary Guarantees shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which these
Subsidiary Guarantees are noted shall have been executed by the Trustee under
the Indenture by the manual signature of an authorized officer.

          THE TERMS OF ARTICLE TWELVE AND ARTICLE FOURTEEN OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.

          Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

                                      C-2



          IN WITNESS WHEREOF, the parties hereto have caused this Subsidiary
Guarantee to be executed as of the day and year first above written.

                                            ISLE OF CAPRI CASINOS, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            RIVERBOAT CORPORATION OF
                                            MISSISSIPPI


                                            By: ________________________________
                                                Name:
                                                Title:

                                            RIVERBOAT CORPORATION OF
                                            MISSISSIPPI-VICKSBURG


                                            By: ________________________________
                                                Name:
                                                Title:

                                            RIVERBOAT SERVICES, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            CSNO, L.L.C


                                            By: ________________________________
                                                Name:
                                                Title:

                                            LOUISIANA RIVERBOAT GAMING
                                            PARTNERSHIP


                                            By: ________________________________
                                                Name:
                                                Title:

                                            ST. CHARLES GAMING COMPANY, INC.



                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC HOLDINGS, L.L.C.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            GRAND PALAIS RIVERBOAT, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            LRGP HOLDINGS, L.L.C


                                            By: ________________________________
                                                Name:
                                                Title:

                                            PPI, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            ISLE OF CAPRI CASINO COLORADO, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            ISLE OF CAPRI CASINO-TUNICA, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC-COAHOMA, INC.



                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC - NATCHEZ, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC - LULA, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC - BOONVILLE, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC - KANSAS CITY, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

                                            ISLE OF CAPRI BETTENDORF, L.C.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            ISLE OF CAPRI MARQUETTE, INC.


                                            By: ________________________________
                                                Name:
                                                Title:

                                            IOC - DAVENPORT, INC.



                                            By: ________________________________
                                                Name:
                                                Title:

                                            GEMINI, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

                                            LL HOLDING CORPORATION

                                            By: ________________________________
                                                Name:
                                                Title:

EX-4.4

                                                                     EXHIBIT 4.4
                       ___________________________________

                          Registration Rights Agreement

                           Dated as of March 27, 2002

                                      among

                          Isle of Capri Casinos, Inc.,

         the Subsidiary Guarantors listed on the Signature pages hereof

                                       and

               Dresdner Kleinwort Wasserstein - Grantchester, Inc.

                            CIBC World Markets Corp.

                         Deutsche Banc Alex. Brown Inc.

                                       and

                      Credit Lyonnais Securities (USA) Inc.

                       ___________________________________



                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is made and
entered into this 27th day of March, 2002, among Isle of Capri Casinos, Inc., a
Delaware corporation (the "Company"), Riverboat Corporation of Mississippi, a
Mississippi corporation ("RCM"), Riverboat Corporation of Mississippi-Vicksburg,
a Mississippi corporation ("RCM-Vicksburg"), Riverboat Services, Inc., an Iowa
corporation ("RSI"), CSNO, L.L.C., a Louisiana limited liability company
("CSNO"), Louisiana Riverboat Gaming Partnership, a Louisiana general
partnership ("LRGP"), St. Charles Gaming Company, Inc., a Louisiana corporation
("SCGC"), IOC Holdings, L.L.C., a Louisiana limited liability company ("IOCH"),
Grand Palais Riverboat, Inc., a Louisiana corporation ("GPRI"), LRGP Holdings,
L.L.C., a Louisiana limited liability company ("LRGP Holdings"), PPI, Inc., a
Florida corporation ("PPI"), Isle of Capri Casino Colorado, Inc., a Colorado
corporation ("Isle Colorado"), Isle of Capri Casino-Tunica, Inc., a Mississippi
corporation ("Isle-Tunica"), IOC-Coahoma, Inc., a Mississippi corporation
("IOC-Coahoma"), IOC-Natchez, Inc., a Mississippi Corporation ("Isle-Natchez"),
IOC-Lula, Inc., a Mississippi corporation ("Isle-Lula"), IOC- Boonville, Inc., a
Nevada corporation ("Isle-Boonville"), IOC-Kansas City, Inc., a Missouri
corporation ("Isle-Kansas City"), Isle of Capri Bettendorf, L.C., an Iowa
limited liability company ("Isle-Bettendorf"), Isle of Capri Marquette, Inc., an
Iowa corporation ("Isle-Marquette"), IOC-Davenport, Inc., an Iowa corporation
("Isle-Davenport"), LL Holding Corporation ("LLHC") and Gemini, Inc., a Nevada
corporation ("Gemini" and together with RCM, RCM-Vicksburg, RSI, CSNO, LRGP,
SCGC, IOCH, GPRI, LRGP Holdings, PPI, Isle Colorado, Isle-Tunica, IOC-Coahoma,
IOC-Natchez, IOC-Lula, IOC-Boonville, IOC-Kansas City, Isle-Bettendorf,
Isle-Marquette, Isle-Davenport and LLHC, the "Subsidiary Guarantors"), Dresdner
Kleinwort Wasserstein-Grantchester, Inc. ("Wasserstein"), on its own behalf and
as representative of CIBC World Markets Corp. ("CIBC"), Deutsche Banc Alex.
Brown Inc.("Deutsche Banc") and Credit Lyonnais Securities (USA) Inc. ("Credit
Lyonnais") (collectively, the "Initial Purchasers").

          This Agreement is made pursuant to the Purchase Agreement, dated March
21, 2002 among the Company, the Subsidiary Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of an aggregate of $200,000,000 in principal amount of the
Company's 9% Senior Subordinated Notes due 2012, Series A (the "Notes"), which
are guaranteed by the Subsidiary Guarantors. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary
Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions.
               -----------

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

          "1933 Act" shall mean the Securities Act of 1933, as amended from time
           --------
to time.



          "1934 Act" shall mean the Securities Exchange Act of l934, as amended
           --------
from time to time.

          "Broker Prospectus Period" shall mean a period of at least 365 days
           ------------------------
after the consummation of the Exchange Offer during which the Company shall make
a prospectus meeting the requirements of the 1933 Act available to all
Participating Broker-Dealers for use in connection with any resale of any
Exchange Notes acquired in the Exchange Offer.

          "Closing Date" shall mean the Closing Time as defined in the Purchase
           ------------
Agreement.

          "Company" shall have the meaning set forth in the preamble and shall
           -------
also include the Company's successors.

          "Depositary" shall mean The Depository Trust Company, or any other
           ----------
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

          "Exchange Notes" shall mean the 9% Senior Subordinated Notes due 2012,
           --------------
Series B issued by the Company and guaranteed by the Subsidiary Guarantors under
the Indenture containing terms identical to the Notes in all material respects
(except for references to certain interest rate provisions, restrictions on
transfers and restrictive legends), to be offered to Holders of Notes in
exchange for Transfer Restricted Notes pursuant to the Exchange Offer.

          "Exchange Offer" shall mean the exchange offer by the Company and the
           --------------
Subsidiary Guarantors of Exchange Notes for Transfer Restricted Notes pursuant
to Section 2.1 hereof.

          "Exchange Offer Registration" shall mean a registration under the 1933
           ---------------------------
Act effected pursuant to Section 2.1 hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
           -------------------------------------
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

          "Exchange Period" shall have the meaning set forth in Section 2.1
           ---------------
hereof.

          "Holder" shall mean an Initial Purchaser, for so long as it owns any
           ------
Transfer Restricted Notes, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Transfer Restricted Notes
under the Indenture and each Participating Broker-Dealer that holds Exchange
Notes for so long as such Participating Broker-Dealer is required to deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Notes.

          "Indenture" shall mean the Indenture relating to the Notes, dated as
           ---------
of March 27, 2002, between the Company, the Subsidiary Guarantors, and State
Street Bank and Trust

                                        2



Company, as trustee, as the same may be amended, supplemented, waived or
otherwise modified from time to time in accordance with the terms thereof.

          "Initial Purchaser" or "Initial Purchasers" shall have the meaning set
           -----------------      ------------------
forth in the preamble.

          "Majority Holders" shall mean the Holders of a majority of the
           ----------------
aggregate principal amount of Outstanding (as defined in the Indenture) Transfer
Restricted Notes; provided that whenever the consent or approval of Holders of a
                  --------
specified percentage of Transfer Restricted Notes is required hereunder,
Transfer Restricted Notes held by the Company and other obligors on the Notes or
any Affiliate (as defined in the Indenture) of the Company or any Subsidiary
Guarantor shall be disregarded in determining whether such consent or approval
was given by the Holders of such required percentage amount.

          "Notes" shall have the meaning set forth in the preamble hereof.
           -----

          "Participating Broker-Dealer" shall mean any of Wasserstein, CIBC,
           ---------------------------
Deutsche Banc and Credit Lyonnais and any other broker-dealer which makes a
market in the Notes and exchanges Transfer Restricted Notes in the Exchange
Offer for Exchange Notes.

          "Person" shall mean an individual, partnership (general or limited),
           ------
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

          "Private Exchange" shall have the meaning set forth in Section 2.1
           ----------------
hereof.

          "Private Exchange Notes" shall have the meaning set forth in Section
           ----------------------
2.1 hereof.

          "Prospectus" shall mean the prospectus included in a Registration
           ----------
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Transfer Restricted Notes covered by a Shelf Registration Statement, and
by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the preamble.
           ------------------

          "Registration Expenses" shall mean any and all expenses incident to
           ---------------------
performance of or compliance by the Company and the Subsidiary Guarantors with
this Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. (the "NASD") registration and
filing fees, including, if applicable, the fees and expenses of any "qualified
independent underwriter" that is required to be retained by any holder of
Transfer Restricted Notes in accordance with the rules and regulations of the
NASD, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of the NASD
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the Exchange Notes
or Transfer Restricted Notes and any filings with the NASD), (iii) all expenses
of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any

                                        3



Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all fees
and expenses incurred in connection with the listing, if any, of any of the
Transfer Restricted Notes on any securities exchange or exchanges, (v) all
rating agency fees, (vi) the fees and disbursements of counsel for the Company
and the Subsidiary Guarantors and of the independent public accountants of the
Company and the Subsidiary Guarantors, including the expenses of any special
audits or "cold comfort" letters required by or incident to such performance and
compliance, (vii) the fees and expenses of the Trustee (including the reasonable
fees and disbursements of its counsel), and any escrow agent or custodian, and
(viii) any fees and disbursements of the underwriters customarily required to be
paid by issuers or sellers of securities and the fees and expenses of any
special experts retained by the Company and the Subsidiary Guarantors in
connection with any Registration Statement, but excluding underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of Transfer Restricted Notes by a Holder. Notwithstanding the foregoing, except
as specifically provided above, the Company and the Subsidiary Guarantors shall
not be responsible for the fees and expenses of the Initial Purchasers in
connection with the Exchange Offer, or the fees and expenses of counsel to the
Initial Purchasers in connection therewith.

          "Registration Statement" shall mean any registration statement of the
           ----------------------
Company which covers any of the Exchange Notes or Transfer Restricted Notes
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission or any
           ---
successor agency or government body performing the functions currently performed
by the United States Securities and Exchange Commission.

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------
Section 2.2 hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------
statement of the Company pursuant to the provisions of Section 2.2 of this
Agreement which covers Transfer Restricted Notes or Private Exchange Notes on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may
be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

          "Transfer Restricted Notes" shall mean the Notes and, if issued, the
           -------------------------
Private Exchange Notes; provided, however, that Notes and, if issued, the
Private Exchange Notes, shall cease to be Transfer Restricted Notes when (i)
such Transfer Restricted Note has been exchanged by a person (other than a
Participating Broker-Dealer) for an Exchange Note in the Exchange Offer, (ii)
following the exchange by a Participating Broker-Dealer in the Exchange Offer of
a Transfer Restricted Note for an Exchange Note, the date on which such Exchange
Note is sold to a purchaser who received from such Participating Broker-Dealer
on or prior to the date of such

                                        4



sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, as amended or supplemented, (iii) such Transfer Restricted Note has
been effectively registered under the 1933 Act and disposed of in accordance
with the Shelf Registration Statement, (iv) such Transfer Restricted Note is
eligible for distribution to the public pursuant to Rule l44(k) (or any similar
provision then in force, but not Rule 144A) under the 1933 Act, or (v) such
Transfer Restricted Note ceases to be outstanding.

          "Trustee" shall mean the trustee with respect to the Notes under the
           -------
Indenture.

          2.   Registration Under the 1933 Act.

          2.1  Exchange Offer. The Company and the Subsidiary Guarantors shall,
               --------------
for the benefit of the Holders, at the Company's and Subsidiary Guarantors'
cost, (A) file the Exchange Offer Registration Statement with the SEC on or
prior to the 75/th/ day following the Closing Date, which Exchange Offer
Registration Statement shall be on an appropriate form under the 1933 Act and
shall relate to a proposed Exchange Offer and the issuance and delivery to the
Holders who so elect, in exchange for the Transfer Restricted Notes (other than
Private Exchange Notes), of a like principal amount of Exchange Notes, (B) use
their best efforts to have the Exchange Offer Registration Statement declared
effective by the SEC under the 1933 Act on or prior to the 120/th/ day following
the Closing Date, (C) commence the Exchange Offer promptly after the Exchange
Offer Registration Statement is declared effective, (D) keep the Exchange Offer
open for acceptance for not less than 20 business days after notice thereof is
mailed to Holders (or longer if required by applicable law) (such period
referred to herein as the "Exchange Period") and consummate the Exchange Offer
no later than 30 business days following the date on which the Exchange Offer
Registration Statement is declared effective by the SEC, (E) use their best
efforts to issue, promptly after the end of the Exchange Period, Exchange Notes
in exchange for all Notes that have been properly tendered for exchange during
the Exchange Period and (F) use their best efforts to maintain the effectiveness
of the Exchange Offer Registration Statement during the Exchange Period and
thereafter until such time as the Company has issued Exchange Notes in exchange
for all Transfer Restricted Notes that have been properly tendered for exchange
during the Exchange Period. The Exchange Notes will be issued under the
Indenture. Upon the effectiveness of the Exchange Offer Registration Statement,
the Company and the Subsidiary Guarantors shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
eligible and electing to exchange Transfer Restricted Notes for Exchange Notes
(assuming that such Holder makes certain representations and warranties to the
Company, including representations that (a) it is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, (b) any Exchange
Notes to be received by it will be acquired in the ordinary course of its
business, (c) if such Holder is not a broker-dealer, that it is not engaged in,
and does not intend to engage in, the distribution of the Exchange Notes, (d) if
such Holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Transfer Restricted Notes acquired as a result of
market-making or other trading activities, that such broker-dealer will deliver
a prospectus in connection with any resale of such Exchange Notes, and (e) it
has no arrangements or understandings with any Person to participate in the
distribution of the Transfer Restricted Notes or the Exchange Notes) to transfer
such Exchange Notes from and after their receipt without any limitations or
restrictions under the 1933 Act and under state securities or blue sky laws.

                                        5



          In connection with the Exchange Offer, the Company and the Subsidiary
Guarantors shall additionally:

          (a) utilize the services of the Depositary for the Exchange Offer;

          (b) permit Holders to withdraw tendered Transfer Restricted Notes at
     any time prior to 5:00 p.m. (Eastern Standard Time), on the last business
     day of the Exchange Period, by sending to the institution specified in the
     notice, a telegram, telex, facsimile transmission or letter setting forth
     the name of such Holder, the principal amount of Transfer Restricted Notes
     delivered for exchange, and a statement that such Holder is withdrawing
     such Holder's election to have such Notes exchanged;

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

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

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

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

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

                (i) accept for exchange all Transfer Restricted Notes duly
     tendered and not validly withdrawn pursuant to the Exchange Offer in
     accordance with the terms

                                        6



     of the Exchange Offer Registration Statement and the letter of transmittal
     which shall be an exhibit thereto;

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

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

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

          Interest on each Exchange Security and Private Exchange Security,
including Additional Interest, will accrue from the last date on which interest
was paid on the Transfer Restricted Notes surrendered in exchange therefor or,
if no interest has been paid on the Transfer Restricted Notes, from the Closing
Date. The Company shall inform the Initial Purchasers of the names and addresses
of the Holders to whom the Exchange Offer is made, and the Initial Purchasers
shall have the right, but not the obligation, to contact such Holders and
otherwise facilitate the tender of Transfer Restricted Notes in the Exchange
Offer.

          2.2  Shelf Registration. If,
               ------------------

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

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

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

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

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

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

               (iv)   the holders of a majority in aggregate principal amount of
     the Transfer Restricted Notes are not eligible to participate in the
     Exchange Offer and to receive Exchange Notes that they may resell to the
     public without volume restrictions

                                        7



     under the 1933 Act and without similar restrictions under applicable blue
     sky or state securities laws,

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

               (a)  use their best efforts to file with the SEC on or prior to
          the 60/th/ day after such filing obligation arises and thereafter
          shall use their best efforts to cause to be declared effective no
          later than 120 days after such filing obligation arises, a Shelf
          Registration Statement relating to the offer and sale of the Transfer
          Restricted Notes by the Holders from time to time in accordance with
          the methods of distribution elected by the Holders of a majority in
          aggregate principal amount of Transfer Restricted Notes participating
          in the Shelf Registration and set forth in such Shelf Registration
          Statement; provided, however, that, if the obligation to file the
          Shelf Registration Statement arises because the Exchange Offer has not
          been consummated within 150 days after the Closing Date, the Company
          and Subsidiary Guarantors shall use their best efforts to file the
          Shelf Registration Statement on or prior to the 181/st/ day following
          the Closing Date,

               (b)  use their best efforts to keep the Shelf Registration
          Statement continuously effective, supplemented and amended (including
          through a post-effective amendment on Form S-3 if the Company is
          eligible to use such Form) in order to permit the Prospectus forming
          part thereof to be usable by Holders for a period of two years from
          the date the Shelf Registration Statement is declared effective by the
          SEC, or for such shorter period that will terminate when all Transfer
          Restricted Notes covered by the Shelf Registration Statement have been
          sold pursuant to the Shelf Registration Statement or cease to be
          outstanding or otherwise to be Transfer Restricted Notes (the
          "Effectiveness Period"); provided, however, that the Effectiveness
          Period in respect of the Shelf Registration Statement shall, upon
          written request to the Company, be extended to the extent required to
          permit dealers to comply with the applicable prospectus delivery
          requirements of Rule 174 under the 1933 Act and as otherwise provided
          herein, and

               (c)  notwithstanding any other provisions hereof, use their best
          efforts to ensure that (i) any Shelf Registration Statement and any
          amendment thereto and any Prospectus forming part thereof and any
          supplement thereto complies in all material respects with the 1933 Act
          and the rules and regulations thereunder, (ii) any Shelf Registration
          Statement and any amendment thereto does not, when it becomes
          effective, contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading and (iii) any Prospectus
          forming part of any Shelf Registration Statement, and any supplement
          to such Prospectus (as amended or supplemented from time to time),
          does not include an untrue statement of a material fact or omit to
          state a material fact necessary in order to make the statements, in
          light of the circumstances under which they were made, not misleading.

                                        8



          The Company and the Subsidiary Guarantors shall not permit any
securities other than Transfer Restricted Notes to be included in the Shelf
Registration Statement. The Company and the Subsidiary Guarantors further agree,
if necessary, to supplement or amend the Shelf Registration Statement, as
required by Section 3(b) below, and to furnish to the Holders of Transfer
Restricted Notes copies of any such supplement or amendment promptly after its
being used or filed with the SEC.

          2.3  Expenses. The Company and the Subsidiary Guarantors shall pay all
               --------
Registration Expenses in connection with the registration pursuant to Section
2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Transfer Restricted Notes pursuant to the Shelf Registration Statement.

          2.4  Effectiveness.
               -------------

          (a)  The Company and the Subsidiary Guarantors will be deemed not to
     have used their best efforts to cause the Exchange Offer Registration
     Statement or the Shelf Registration Statement, as the case may be, to
     become, or to remain, effective during the requisite period if either the
     Company or any Subsidiary Guarantor voluntarily takes any action that
     would, or omits to take any action which omission would, result in any such
     Registration Statement not being declared effective, or in the Holders of
     Transfer Restricted Notes covered thereby not being able to exchange or
     offer and sell such Transfer Restricted Notes during that period as and to
     the extent contemplated hereby, unless such action is required by
     applicable law, in each case other than under the circumstances described
     in paragraphs 3(e)(iii), (iv), (v) or (vi) below.

          (b)  An Exchange Offer Registration Statement pursuant to Section 2.1
     hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof
     will not be deemed to have become effective unless it has been declared
     effective by the SEC; provided, however, that if, after it has been
     declared effective, the offering of Transfer Restricted Notes pursuant to
     an Exchange Offer Registration Statement or a Shelf Registration Statement
     is interfered with by any stop order, injunction or other order or
     requirement of the SEC or any other governmental agency or court, such
     Registration Statement will not be effective during the period of such
     interference, until the offering of Transfer Restricted Notes pursuant to
     such Registration Statement may legally resume.

          2.5  Additional Interest. In the event that either,
               -------------------

          (a)  the Exchange Offer Registration Statement is not filed with the
     SEC on or prior to the 75th calendar day following the Closing Date, or a
     Shelf Registration Statement is not filed with the SEC prior to the dates
     specified for such filing in Section 2.2 hereof;

          (b)  the Exchange Offer Registration Statement has not been declared
     effective by the SEC under the 1933 Act on or prior to the 120th calendar
     day following the Closing Date, or a Shelf Registration Statement is not
     declared effective by the SEC under the 1933 Act on or prior to the 120/th/
     day after such filing obligation arises,

                                        9



          (c) the Exchange Offer is not consummated within 150 days following
     the Closing Date,

          (d) a Shelf Registration Statement is declared effective but
     thereafter, during the period for which the Company and the Subsidiary
     Guarantors are required to maintain the effectiveness of such Shelf
     Registration Statement, it ceases to be effective or usable in connection
     with the resale of the Notes covered by such Shelf Registration Statement,
     or

          (e) the Exchange Offer Registration Statement is declared effective,
     but thereafter, during the Broker Prospectus Period, it ceases to be
     effective (or the Company or any Subsidiary Guarantor restricts the use of
     the prospectus included therein) (each such event referred to in these
     clauses (a) through (e) above, a "Registration Default"),

then, the interest rate borne by the Transfer Restricted Notes shall be
increased by one-quarter of one percent (0.25%) per annum with respect to the
first 90-day period (or portion thereof) while a Registration Default is
continuing immediately following the occurrence of such Registration Default,
which rate will increase by an additional one quarter of one percent (0.25%) per
annum at the beginning of each subsequent 90-day period (or portion thereof)
while a Registration Default is continuing until all Registration Defaults have
been cured, provided that the maximum aggregate increase in the interest rate on
the Transfer Restricted Notes will in no event exceed one percent (1.00%) per
annum (the "Additional Interest"). Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate on
the Transfer Restricted Notes will revert to the original rate. Notwithstanding
the foregoing, any Registration Default specified in clause (a), (b) or (c) of
this Section that relates to the Exchange Offer Registration Statement or the
Exchange Offer shall be deemed cured at such time as the Shelf Registration
Statement is declared effective by the SEC, or earlier upon the cure of the
Registration Default described therein.

          If the Shelf Registration Statement is unusable by the Holders whose
Transfer Restricted Notes are covered thereby for any reason, and the aggregate
number of days in any consecutive twelve-month period for which the Shelf
Registration Statement shall not be usable exceeds 30 days in the aggregate,
then the interest rate borne by such Holders' Notes will be increased by
one-quarter of one percent (0.25%) per annum for the first 90-day period (or
portion thereof) beginning on the 31st day in any consecutive twelve-month
period that such Shelf Registration Statement ceases to be usable, which rate
shall be increased by an additional one-quarter of one percent (0.25%) per annum
at the beginning of each subsequent 90-day period (or portion thereof) in any
consecutive twelve-month period during which the Shelf Registration Statement is
unusable, provided that the maximum aggregate increase in the interest rate on
such Holder's Notes will in no event exceed one percent (1.00%) per annum. Any
amounts payable under this paragraph shall also be deemed "Additional Interest"
for purposes of this Agreement. Upon any such Shelf Registration Statement once
again becoming usable, the interest rate borne by the Notes will be reduced to
the original interest rate if no other Registration Default shall be continuing
at such time. Additional Interest shall be computed based on the actual number
of days elapsed in each 90-day period in which the Shelf Registration Statement
is unusable.

                                       10



          The Company shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Any Additional Interest due
shall be payable on each interest payment date to the Holder of Notes with
respect to which Additional Interest is due and owing. Each obligation to pay
Additional Interest shall be deemed to accrue from and including the day
following the applicable Event Date.

          3. Registration Procedures.

          In connection with the obligations of the Company and the Subsidiary
Guarantors with respect to Registration Statements pursuant to Sections 2.1 and
2.2 hereof, the Company and the Subsidiary Guarantors shall:

          (a) prepare and file with the SEC a Registration Statement, within the
     relevant time period specified in Section 2, on the appropriate form under
     the 1933 Act, which form (i) shall be selected by the Company, (ii) shall,
     in the case of a Shelf Registration, be available for the sale of the
     Transfer Restricted Notes by the selling Holders thereof, (iii) shall
     comply as to form in all material respects with the requirements of the
     applicable form and include or incorporate by reference all financial
     statements required by the SEC to be filed therewith or incorporated by
     reference therein, and (iv) shall comply in all respects with the
     requirements of Regulation S-T under the 1933 Act;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary under
     applicable law to keep such Registration Statement effective for the
     applicable period; and cause each Prospectus to be supplemented by any
     required prospectus supplement, and as so supplemented to be filed pursuant
     to Rule 424 (or any similar provision then in force) under the 1933 Act and
     comply with the provisions of the 1933 Act, the 1934 Act and the rules and
     regulations thereunder applicable to them with respect to the disposition
     of all securities covered by each Registration Statement during the
     applicable period in accordance with the intended method or methods of
     distribution by the selling Holders thereof (including sales by any
     Participating Broker-Dealer);

          (c) in the case of a Shelf Registration, (i) notify each Holder of
     Transfer Restricted Notes to be covered thereby, at least five business
     days prior to filing, that a Shelf Registration Statement with respect to
     such Transfer Restricted Notes is being filed and advising such Holders
     that the distribution of such Transfer Restricted Notes will be made in
     accordance with the method selected by a majority in aggregate principal
     amount of the Holders of Transfer Restricted Notes participating in the
     Shelf Registration; (ii) furnish to each Holder of Transfer Restricted
     Notes to be covered thereby and to each underwriter of an underwritten
     offering of Transfer Restricted Notes, if any, without charge, as many
     copies of each Prospectus, including each preliminary Prospectus, and any
     amendment or supplement thereto and such other documents as such Holder or
     underwriter may reasonably request, including financial statements and
     schedules and, if the Holder so requests, all exhibits in order to
     facilitate the public sale or other disposition of the Transfer Restricted
     Notes; and (iii) hereby consent to the use of the Prospectus or any
     amendment or supplement thereto by each of the selling Holders of

                                       11



     Transfer Restricted Notes in connection with the offering and sale of the
     Transfer Restricted Notes covered by the Prospectus or any amendment or
     supplement thereto;

          (d) use their best efforts to register or qualify the Transfer
     Restricted Notes under all applicable state securities or "blue sky" laws
     of such jurisdictions as any Holder of Transfer Restricted Notes covered by
     a Registration Statement and each underwriter of an underwritten offering
     of Transfer Restricted Notes shall reasonably request by the time the
     applicable Registration Statement is declared effective by the SEC, and do
     any and all other acts and things which may be reasonably necessary or
     advisable to enable each such Holder and underwriter to consummate the
     disposition in each such jurisdiction of such Transfer Restricted Notes
     owned by such Holder; provided, however, that the Company and the
     Subsidiary Guarantors shall not be required to (i) qualify as a foreign
     corporation or as a dealer in securities in any jurisdiction where they
     would not otherwise be required to qualify but for this Section 3(d), or
     (ii) take any action which would subject them to general service of process
     or taxation in any such jurisdiction where they are not then so subject;

          (e) notify promptly each Holder of Transfer Restricted Notes under a
     Shelf Registration or any Participating Broker-Dealer who has notified the
     Company that it is utilizing the Exchange Offer Registration Statement as
     provided in paragraph (f) below and, if requested by such Holder or
     Participating Broker-Dealer, confirm such advice in writing promptly (i)
     when a Registration Statement has become effective and when any
     post-effective amendments and supplements to a Registration Statement have
     become effective, (ii) of any request by the SEC or any state securities
     authority for post-effective amendments and supplements to a Registration
     Statement and Prospectus or for additional information after the
     Registration Statement has become effective, (iii) of the issuance by the
     SEC or any state securities authority of any stop order suspending the
     effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
     between the effective date of a Registration Statement and the closing of
     any sale of Transfer Restricted Notes covered thereby, the representations
     and warranties of the Company and the Subsidiary Guarantors contained in
     any underwriting agreement, securities sales agreement or other similar
     agreement, if any, relating to the offering cease to be true and correct in
     all material respects, (v) of the happening of any event or the discovery
     of any facts during the period a Shelf Registration Statement is effective
     which makes any statement made in such Registration Statement or the
     related Prospectus untrue in any material respect or which requires the
     making of any changes in such Registration Statement or Prospectus in order
     to make the statements therein not misleading, (vi) of the receipt by the
     Company of any notification with respect to the suspension of the
     qualification of the Transfer Restricted Notes or the Exchange Notes, as
     the case may be, for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose and (vii) of any
     determination by the Company that a post-effective amendment to such
     Registration Statement would be appropriate;

          (f) in the case of the Exchange Offer Registration Statement (i)
     include in the Exchange Offer Registration Statement a section entitled
     "Plan of Distribution" which section shall be in customary form, and which
     shall contain a summary statement of the

                                       12



     positions taken or policies made by the staff of the SEC with respect to
     the potential "underwriter" status of any broker-dealer that holds Transfer
     Restricted Notes acquired for its own account as a result of market-making
     activities or other trading activities and that will be the beneficial
     owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
     to be received by such broker-dealer in the Exchange Offer, whether such
     positions or policies have been publicly disseminated by the staff of the
     SEC or such positions or policies, represent the prevailing views of the
     staff of the SEC, including a statement that any such broker-dealer who
     receives Exchange Notes for Transfer Restricted Notes pursuant to the
     Exchange Offer may be deemed a statutory underwriter and must deliver a
     prospectus meeting the requirements of the 1933 Act in connection with any
     resale of such Exchange Notes, (ii) furnish to each Participating
     Broker-Dealer who has delivered to the Company the notice referred to in
     Section 3(e), without charge, as many copies of each Prospectus included in
     the Exchange Offer Registration Statement, including any preliminary
     prospectus, and any amendment or supplement thereto, as such Participating
     Broker-Dealer may reasonably request, (iii) hereby consent to the use of
     the Prospectus forming part of the Exchange Offer Registration Statement or
     any amendment or supplement thereto, by any Person subject to the
     prospectus delivery requirements of the SEC, including all Participating
     Broker-Dealers, in connection with the sale or transfer of the Exchange
     Notes covered by the Prospectus or any amendment or supplement thereto, and
     (iv) include in the transmittal letter or similar documentation to be
     executed by an exchange offeree in order to participate in the Exchange
     Offer (x) the following provision:

          "If the exchange offeree is a broker-dealer holding Transfer
          Restricted Notes acquired for its own account as a result of
          market-making activities or other trading activities, it will deliver
          a prospectus meeting the requirements of the 1933 Act in connection
          with any resale of Exchange Notes received in respect of such Transfer
          Restricted Notes pursuant to the Exchange Offer;" and

          (y) a statement to the effect that by a broker-dealer's making the
          acknowledgment described in clause (x) and by delivering a Prospectus
          in connection with the exchange of Transfer Restricted Notes, the
          broker-dealer will not be deemed to admit that it is an underwriter
          within the meaning of the 1933 Act;

          (g) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of a Registration Statement at the earliest
     possible moment;

          (h) in the case of a Shelf Registration, furnish to each Holder of
     Transfer Restricted Notes, and each underwriter, if any, without charge, at
     least one conformed copy of each Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules (without documents incorporated therein by reference and all
     exhibits thereto, unless requested);

          (i) in the case of a Shelf Registration, cooperate with the selling
     Holders of Transfer Restricted Notes to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Notes to be
     sold and not bearing any restrictive legends;

                                       13



     and enable such Transfer Restricted Notes to be in such denominations
     (consistent with the provisions of the Indenture) and registered in such
     names as the selling Holders or the underwriters, if any, may reasonably
     request at least three business days prior to the closing of any sale of
     Transfer Restricted Notes;

          (j) in the case of a Shelf Registration, upon the occurrence of any
     event or the discovery of any facts, each as contemplated by Sections
     3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the
     occurrence of such an event, use their best efforts to prepare a supplement
     or post-effective amendment to the Registration Statement or the related
     Prospectus or any document incorporated therein by reference or file any
     other required document so that, as thereafter delivered to the purchasers
     of the Transfer Restricted Notes or Participating Broker-Dealers, such
     Prospectus will not contain at the time of such delivery any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading or will remain so qualified. At such time as such
     public disclosure is otherwise made or the Company determines that such
     disclosure is not necessary, in each case to correct any misstatement of a
     material fact or to include any omitted material fact, the Company and the
     Subsidiary Guarantors agree promptly to notify each Holder of such
     determination and to furnish each Holder such number of copies of the
     Prospectus as amended or supplemented, as such Holder may reasonably
     request;

          (k) in the case of a Shelf Registration, a reasonable time prior to
     the filing of any Registration Statement, any Prospectus, any amendment to
     a Registration Statement or amendment or supplement to a Prospectus,
     provide copies of such document to the Initial Purchasers on behalf of such
     Holders; and make representatives of the Company and the Subsidiary
     Guarantors as shall be reasonably requested by the Holders of Transfer
     Restricted Notes, or the Initial Purchasers on behalf of such Holders,
     available for discussion of such document;

          (l) obtain a CUSIP number for all Exchange Notes, Private Exchange
     Notes or Transfer Restricted Notes, as the case may be, not later than the
     effective date of a Registration Statement, and provide the Trustee with
     certificates for the Exchange Notes, Private Exchange Notes or the Transfer
     Restricted Notes, as the case may be, in a form eligible for deposit with
     the Depositary;

          (m) (i) cause the Indenture to be qualified under the TIA in
     connection with the registration of the Exchange Notes or Transfer
     Restricted Notes, as the case may be, (ii) cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     the Indenture to be so qualified in accordance with the terms of the TIA
     and (iii) execute, and use their best efforts to cause the Trustee to
     execute, all documents as may be required to effect such changes, and all
     other forms and documents required to be filed with the SEC to enable the
     Indenture to be so qualified in a timely manner;

          (n) in the case of a Shelf Registration, enter into agreements
     (including underwriting agreements) and take all other customary and
     appropriate actions in order to

                                       14



expedite or facilitate the disposition of such Transfer Restricted Notes and if
so requested by the holders of such Transfer Restricted Notes and in such
connection whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration:

     (i)     make such representations and warranties to the Holders of such
Transfer Restricted Notes and the underwriters, if any, as the Company and the
Subsidiary Guarantors are able to make, in form, substance and scope as are
customarily made by issuers to underwriters in similar underwritten offerings as
may be reasonably requested by them;

     (ii)    in connection with an underwritten registration, obtain opinions of
counsel to the Company and the Subsidiary Guarantors and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the holders of a majority
in principal amount of the Transfer Restricted Notes being sold) addressed to
each selling Holder and the underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or underwritten
offerings and such other matters as may be reasonably requested by such Holders
and underwriters;

     (iii)   in connection with an underwritten registration, obtain "cold
comfort" letters and updates thereof from the Company's and the Subsidiary
Guarantor's independent certified public accountants (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements are,
or are required to be, included in the Registration Statement) addressed to the
underwriters, if any, and use reasonable efforts to have such letter addressed
to the selling Holders of Transfer Restricted Notes (to the extent consistent
with Statement on Auditing Standards No. 72 of the American Institute of
Certified Public Accountants), such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters to
underwriters in connection with similar underwritten offerings;

     (iv)    enter into a securities sales agreement with the Holders and an
agent of the Holders providing for, among other things, the appointment of such
agent for the selling Holders for the purpose of soliciting purchases of
Transfer Restricted Notes, which agreement shall be in form, substance and scope
customary for similar offerings;

     (v)     if an underwriting agreement is entered into, cause the same to set
forth indemnification provisions and procedures substantially equivalent to the
indemnification provisions and procedures set forth in Section 4 hereof with
respect to the underwriters and all other parties to be indemnified pursuant to
said Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and

     (vi)    deliver such documents and certificates as may be reasonably
requested and as are customarily delivered in similar offerings to the Holders
of a

                                       15



     majority in principal amount of the Transfer Restricted Notes being sold
     and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Shelf Registration
Statement (and each post-effective amendment thereto) and (ii) each closing
under any underwriting or similar agreement as and to the extent required
thereunder;

          (o)   in the case of a Shelf Registration or if a Prospectus is
     required to be delivered by any Participating Broker-Dealer in the case of
     an Exchange Offer, make available for inspection by representatives of the
     Holders of the Transfer Restricted Notes, any underwriters participating in
     any disposition pursuant to a Shelf Registration Statement, any
     Participating Broker-Dealer and any counsel or accountant retained by any
     of the foregoing, all non-confidential financial and other records,
     pertinent corporate documents and properties of the Company or any
     Subsidiary Guarantor reasonably requested by any such persons, and cause
     the respective officers, directors, employees, and any other agents of the
     Company and the Subsidiary Guarantors to supply all information reasonably
     requested by any such representative, underwriter, special counsel or
     accountant in connection with a Registration Statement, and make such
     representatives of the Company and the Subsidiary Guarantors available for
     discussion of such documents as shall be reasonably requested by such
     persons;

                (i)  If so requested by the Initial Purchasers, in the case of
     an Exchange Offer Registration Statement, a reasonable time prior to filing
     of any Exchange Offer Registration Statement, any Prospectus forming a part
     thereof, any amendment to an Exchange Offer Registration Statement or
     amendment or supplement to such Prospectus, provide copies of such document
     to the Initial Purchasers and to counsel to the Holders of Transfer
     Restricted Notes; and

                (ii) in the case of a Shelf Registration, a reasonable time
     prior to filing any Shelf Registration Statement, any Prospectus forming a
     part thereof, any amendment to such Shelf Registration Statement or
     amendment or supplement to such Prospectus, provide copies of such
     documents to the Initial Purchasers, if so requested, to the Holders of
     Transfer Restricted Notes to be covered thereby, to counsel for such
     Holders designated by them and to the underwriter or underwriters of an
     underwritten offering of such Transfer Restricted Notes, if any, make such
     changes in any such document prior to the filing thereof relating to such
     Holders or such Transfer Restricted Notes as the counsel to the Holders or
     the underwriter or underwriters reasonably request and not file any such
     document in a form to which the holders of a majority in aggregate
     principal amount of Transfer Restricted Notes covered by such Shelf
     Registration Statement, counsel for such Holders of the Transfer Restricted
     Notes covered by such Shelf Registration Statement, or any underwriter
     shall not have previously been advised and furnished a copy of or to which
     the Majority Holders of Transfer Restricted Notes covered by such Shelf
     Registration Statement, counsel to such Holders or Transfer Restricted
     Notes or any underwriter shall reasonably object, and make the
     representatives of the Company and the Subsidiary Guarantors available for
     discussion of such document as shall be reasonably requested by such
     Holders of Transfer Restricted Notes, the counsel for such Holders of
     Transfer Restricted Notes or any underwriter;

                                       16



          (p)   in the case of a Shelf Registration, use their best efforts
     to cause all Transfer Restricted Notes to be listed on any securities
     exchange on which similar debt securities issued by the Company and the
     Subsidiary Guarantors are then listed if requested by the Holders of a
     majority in aggregate principal amount of such Transfer Restricted
     Securities covered by such Shelf Registration Statement, or if requested by
     the underwriter or underwriters of an underwritten offering of Transfer
     Restricted Notes, if any;

          (q)   in the case of a Shelf Registration, use their best efforts
     to cause the Transfer Restricted Notes to be rated by the appropriate
     rating agencies, if so requested by the Holders of a majority in aggregate
     principal amount of the Transfer Restricted Notes covered by such Shelf
     Registration Statement, or if requested by the underwriter or underwriters
     of an underwritten offering of Transfer Restricted Notes, if any;

          (r)   otherwise comply with all applicable rules and regulations of
     the SEC and make available to their security holders, as soon as reasonably
     practicable, an earnings statement covering at least 12 months which shall
     satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
     thereunder; and

          (s)   cooperate and assist in any filings required to be made with the
     NASD and, in the case of a Shelf Registration, in the performance of any
     due diligence investigation by any underwriter and its counsel (including
     any "qualified independent underwriter" that is required to be retained in
     accordance with the rules and regulations of the NASD).

          In the case of a Shelf Registration Statement, the Company and the
Subsidiary Guarantors may (as a condition to such Holder's participation in the
Shelf Registration) require each Holder of Transfer Restricted Notes to furnish
to the Company and Subsidiary Guarantors such information regarding the Holder
and the proposed distribution by such Holder of such Transfer Restricted Notes
as the Company and Subsidiary Guarantors may from time to time reasonably
request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company or any Subsidiary Guarantor of
the happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(v) hereof, such Holder will forthwith discontinue
disposition of Transfer Restricted Notes pursuant to a Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(k) hereof, and, if so directed by the
Company and Subsidiary Guarantors, such Holder will deliver to the Company and
Subsidiary Guarantors (at its expense) all copies in such Holder's possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Transfer Restricted Notes current at the time of
receipt of such notice.

          If any of the Transfer Restricted Notes covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
underwriter or underwriters and manager or managers that will manage such
offering will be selected by the Majority Holders of such Transfer Restricted
Notes to be included in such offering and shall be acceptable to the

                                       17



Company and Subsidiary Guarantors. No Holder of Transfer Restricted Notes may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Notes on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

          4     Indemnification; Contribution.

          (a)   The Company and the Subsidiary Guarantors agree to indemnify and
     hold harmless the Initial Purchasers and each of their affiliates and any
     other Person under common control with the Initial Purchasers, each Holder,
     each Participating Broker-Dealer, each Person who participates as an
     underwriter (any such Person being an "Underwriter") and each Person, if
     any, who controls any Holder or Underwriter within the meaning of Section
     15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                (i)    against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, arising out of any untrue statement or
     alleged untrue statement of a material fact contained in any Registration
     Statement (or any amendment or supplement thereto) pursuant to which
     Exchange Notes or Transfer Restricted Notes were registered under the 1933
     Act, including all documents incorporated therein by reference, or the
     omission or alleged omission therefrom of a material fact required to be
     stated therein or necessary to make the statements therein not misleading,
     or arising out of any untrue statement or alleged untrue statement of a
     material fact contained in any Prospectus (or any amendment or supplement
     thereto) or the omission or alleged omission therefrom of a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

                (ii)   against any and all loss, liability, claim, damage and
     expense whatsoever, as incurred, to the extent of the aggregate amount paid
     in settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     4(d) below) any such settlement is effected with the written consent of the
     Company and the Subsidiary Guarantors; and

                (iii)  against any and all expense whatsoever, as incurred
     (including the fees and disbursements of counsel chosen by any indemnified
     party), reasonably incurred in investigating, preparing or defending
     against any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission, to the extent that any such expense
     is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information

                                       18



furnished to the Company by the Holder or underwriter expressly for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto); and provided, further, that the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Holder or Participating Broker-Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the Notes concerned, to the
extent that a prospectus relating to such Notes was required to be delivered by
such Holder or Participating Broker-Dealer under the 1933 Act in connection with
such purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the sale of such Notes to such person, a
copy of such prospectus if the Company had previously furnished copies thereof
to such Holder or Participating Broker-Dealer.

          (b)   Each Holder severally, but not jointly, agrees to indemnify and
     hold harmless the Company, the Subsidiary Guarantors, the Initial
     Purchasers, each Underwriter and the other selling Holders, and each of
     their respective directors and officers, and each Person, if any, who
     controls the Company, any Subsidiary Guarantor, the Initial Purchasers, any
     Underwriter or any other selling Holder within the meaning of Section 15 of
     the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
     liability, claim, damage and expense described in the indemnity contained
     in Section 4(a) hereof, as incurred, but only with respect to untrue
     statements or omissions, or alleged untrue statements or omissions, made in
     the Shelf Registration Statement (or any amendment thereto) or any
     Prospectus included therein (or any amendment or supplement thereto) in
     reliance upon and in conformity with written information with respect to
     such Holder furnished to the Company and the Subsidiary Guarantors by such
     Holder expressly for use in the Shelf Registration Statement (or any
     amendment thereto) or such Prospectus (or any amendment or supplement
     thereto); provided, however, that no such Holder shall be liable for any
     claims hereunder in excess of the amount of net proceeds received by such
     Holder from the sale of Transfer Restricted Notes pursuant to such Shelf
     Registration Statement.

          (c)   Each indemnified party shall give notice as promptly as
     reasonably practicable to each indemnifying party of any action or
     proceeding commenced against it in respect of which indemnity may be sought
     hereunder, but failure so to notify an indemnifying party shall not relieve
     such indemnifying party from any liability hereunder to the extent it is
     not materially prejudiced as a result thereof and in any event shall not
     relieve it from any liability which it may have otherwise than on account
     of this indemnity agreement. An indemnifying party may participate at its
     own expense in the defense of such action; provided, however, that counsel
     to the indemnifying party shall not (except with the consent of the
     indemnified party) also be counsel to the indemnified party. In no event
     shall the indemnifying party or parties be liable for the fees and expenses
     of more than one counsel (in addition to any local counsel) separate from
     their own counsel for all indemnified parties in connection with any one
     action or separate but similar or related actions in the same jurisdiction
     arising out of the same general allegations or circumstances. No
     indemnifying party shall, without the prior written consent of the
     indemnified parties, settle or compromise or consent to the entry of any
     judgment with respect to any litigation, or any investigation or proceeding
     by any governmental agency or body, commenced or threatened, or any claim
     whatsoever in

                                       19



      respect of which indemnification or contribution could be sought under
      this Section 4 (whether or not the indemnified parties are actual or
      potential parties thereto), unless such settlement, compromise or consent
      (i) includes an unconditional release of each indemnified party from all
      liability arising out of such litigation, investigation, proceeding or
      claim and (ii) does not include a statement as to or an admission of
      fault, culpability or a failure to act by or on behalf of any indemnified
      party.

          (d)  If the indemnification provided for in this Section 4 is for any
      reason unavailable to or insufficient to hold harmless an indemnified
      party in respect of any losses, liabilities, claims, damages or expenses
      referred to therein, then each indemnifying party shall contribute to the
      aggregate amount of such losses, liabilities, claims, damages and expenses
      incurred by such indemnified party, as incurred, in such proportion as is
      appropriate to reflect the relative fault of the Company and the
      Subsidiary Guarantors, on the one hand, and the Holders and the Initial
      Purchasers, on the other hand, in connection with the statements or
      omissions which resulted in such losses, liabilities, claims, damages or
      expenses, as well as any other relevant equitable considerations.

          The relative fault of the Company and the Subsidiary Guarantors on the
one hand and the Holders and the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company, the
Subsidiary Guarantors, the Holders or the Initial Purchasers and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          The Company, the Subsidiary Guarantors, the Holders and the Initial
Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 4 were determined by pro rata allocation (even if the
Initial Purchasers were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this Section 4. The aggregate amount of losses,
liabilities, claims, damages and expenses incurred by an indemnified party and
referred to above in this Section 4 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating,
preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

          No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company or any Subsidiary
Guarantor, and each Person, if any, who controls the Company or any Subsidiary
Guarantor within the meaning of Section 15 of the 1933 Act or

                                       20



Section 20 of the 1934 Act shall have the same rights to contribution as the
Company and the Subsidiary Guarantors. The Initial Purchasers' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the principal amount of Notes set forth opposite their respective names in
Schedule A to the Purchase Agreement and not joint.

          5.   Miscellaneous.
               -------------

          5.1  Rule 144 and Rule 144A. For so long as the Company and the
               ----------------------
Subsidiary Guarantors are subject to the reporting requirements of Section 13 or
15 of the 1934 Act, the Company and the Subsidiary Guarantors covenant that they
will file the reports required to be filed by them under the 1933 Act and
Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by
the SEC thereunder. If the Company and the Subsidiary Guarantors cease to be so
required to file such reports, the Company and Subsidiary Guarantors covenant
that they will upon the request of any Holder of Transfer Restricted Notes (a)
make publicly available such information as is necessary to permit sales
pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a
prospective purchaser as is necessary to permit sales pursuant to Rule 144A
under the 1933 Act and take such further action as any Holder of Transfer
Restricted Notes may reasonably request, and (c) take such further action that
is reasonable in the circumstances, in each case, to the extent required from
time to time to enable such Holder to sell its Transfer Restricted Notes without
registration under the 1933 Act within the limitation of the exemptions provided
by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to
time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time
to time, or (iii) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder of Transfer Restricted Notes, the Company and the
Subsidiary Guarantors will deliver to such Holder a written statement as to
whether they have complied with such requirements.

          5.2  No Inconsistent Agreements. The Company and the Subsidiary
               --------------------------
Guarantors have not entered into, and the Company and the Subsidiary Guarantors
will not after the date of this Agreement enter into, any agreement which is
inconsistent with the rights granted to the Holders of Transfer Restricted Notes
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not and will not for the term of this
Agreement in any way conflict with the rights granted to the holders of the
Company's or Subsidiary Guarantors' other issued and outstanding securities
under any such agreements.

          5.3  Amendments and Waivers. The provisions of this Agreement,
               ----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company and the Subsidiary Guarantors have obtained
the written consent of Holders of at least a majority in aggregate principal
amount of the outstanding Transfer Restricted Notes affected by such amendment,
modification, supplement, waiver or departure.

          5.4  Notices. All notices and other communications provided for or
               -------
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially, and until so changed, is the address set

                                       21



forth in the Purchase Agreement with respect to the Initial Purchasers; and (b)
if to the Company and the Subsidiary Guarantors, initially at the Company's
address set forth in the Purchase Agreement, and thereafter at such other
address of which notice is given in accordance with the provisions of this
Section 5.4.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

          5.5  Successor and Assigns. This Agreement shall inure to the benefit
               ---------------------
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Notes in violation of the terms of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Notes, in any
manner, whether by operation of law or otherwise, such Transfer Restricted Notes
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Transfer Restricted Notes such person shall be conclusively deemed
to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

          5.6  Third Party Beneficiaries. The Initial Purchasers (even if the
               -------------------------
Initial Purchasers are not Holders of Transfer Restricted Notes) shall be third
party beneficiaries to the agreements made hereunder between the Company and the
Subsidiary Guarantors, on the one hand, and the Holders, on the other hand, and
shall have the right to enforce such agreements directly to the extent they deem
such enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Transfer Restricted Notes shall be a third
party beneficiary to the agreements made hereunder between the Company and the
Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights
hereunder.

          5.7  Specific Enforcement. Without limiting the remedies available to
               --------------------
the Initial Purchasers and the Holders, the Company and the Subsidiary
Guarantors acknowledge that any failure by the Company or the Subsidiary
Guarantors to comply with their obligations under Sections 2.1 through 2.4
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it would not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically

                                       22



enforce the Company's and Subsidiary Guarantors' obligations under Sections 2.1
through 2.4 hereof.

          5.8  Restriction on Resales. Until the expiration of two years after
               ----------------------
the original issuance of the Notes and the Guarantees, the Company and the
Subsidiary Guarantors will not, and will cause their "affiliates" (as such term
is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Notes and
Guarantees which are "restricted securities" (as such term is defined under Rule
144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Notes and Subsidiary Guarantees submit
such Notes and Subsidiary Guarantees to the Trustee for cancellation.

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

          5.10 Headings. The headings in this Agreement are for convenience of
               --------
reference only and shall not limit or otherwise affect the meaning hereof.

          5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
               -------------
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

          5.12 Severability. In the event that any one or more of the provisions
               ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       23



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                           Very truly yours,

                           ISLE OF CAPRI CASINOS, INC.

                           By:    /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                           RIVERBOAT CORPORATION OF MISSISSIPPI

                           By:    /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                           RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG

                           By:    /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                           RIVERBOAT SERVICES, INC.

                           By:    /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                           CSNO, L.L.C.

                           By:    /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name:  Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                                      S-1



                             LOUISIANA RIVERBOAT GAMING
                             PARTNERSHIP

                             By: /s/ Allan B. Solomon
                                 ---------------------------------------------
                                 Name: Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                             ST. CHARLES GAMING COMPANY, INC.

                             By: /s/ Allan B. Solomon
                                 ----------------------------------------------
                                 Name: Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                             IOC HOLDINGS, L.L.C.

                             By: /s/ Allan B. Solomon
                                 ----------------------------------------------
                                 Name:  Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                             GRAND PALAIS RIVERBOAT, INC.

                             By: /s/ Allan B. Solomon
                                 ----------------------------------------------
                                 Name: Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                             LRGP HOLDINGS, L.L.C.

                             By: /s/ Allan B. Solomon
                                 ----------------------------------------------
                                 Name: Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                             PPI, INC.

                             By: /s/ Allan B. Solomon
                                 ----------------------------------------------
                                 Name: Allan B. Solomon
                                 Title: Executive Vice President and Secretary

                                      S-2



                              ISLE OF CAPRI CASINO COLORADO, INC.

                              By: /s/ Allan B. Solomon
                                  ----------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                              ISLE OF CAPRI CASINO-TUNICA, INC.

                              By: /s/ Allan B. Solomon
                                  ---------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                              IOC-COAHOMA, INC.

                              By: /s/ Allan B. Solomon
                                  ---------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                              IOC-NATCHEZ, INC.

                              By: /s/ Allan B. Solomon
                                  ---------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                              IOC-LULA, INC.

                              By: /s/ Allan B. Solomon
                                  ---------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                              IOC BOONVILLE, INC.

                              By: /s/ Allan B. Solomon
                                  ---------------------------------------------
                                  Name: Allan B. Solomon
                                  Title: Executive Vice President and Secretary

                                      S-3



                            IOC-KANSAS CITY, INC.

                            By: /s/ Allan B. Solomon
                                ------------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                            ISLE OF CAPRI BETTENDORF, L.C.

                            By: /s/ Allan B. Solomon
                                -----------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                            ISLE OF CAPRI MARQUETTE, INC.

                            By: /s/ Allan B. Solomon
                                -----------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                            IOC-DAVENPORT, INC.

                            By: /s/ Allan B. Solomon
                                -----------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                            GEMINI, INC.

                            By: /s/ Allan B. Solomon
                                -----------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                            LL HOLDING CORPORATION

                            By: /s/ Allan B. Solomon
                                -----------------------------------------------
                                Name: Allan B. Solomon
                                Title: Executive Vice President and Secretary

                                       S-4



CONFIRMED AND ACCEPTED,
    as of the date first above written:

DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.
CIBC WORLD MARKETS CORP.
DEUTSCHE BANC ALEX.BROWN INC.
CREDIT LYONNAIS SECURITIES (USA) INC.

BY: DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.



By: /s/ James C. Kingsbery
    ----------------------------------
    Name: James C. Kingsbery
    Title: Chief Operating Officer

                                      S-5

EX-4.5B

                                                                   Exhibit 4.5 B

                          FIRST SUPPLEMENTAL INDENTURE

     This FIRST SUPPLEMENTAL INDENTURE, dated as of September 16,1999 (the
"First Supplemental indenture"), is by and among Isle of Capri Casinos. Inc., a
 ----------------------------
Delaware Corporation (the "Company"); Riverboat Corporation of Mississippi, a
                           -------
Mississippi corporation: Riverboat Corporation of Mississippi-Vicksburg, a
Mississippi corporation; Riverboat Services, Inc., an Iowa corporation; CSNO,
Inc., a Louisiana corporation; Louisiana Riverboat Gaming Partnership, a
Louisiana partnership: St. Charles Gaming Company, Inc., a Louisiana
corporation; LRG Hotels. L.L.C., a Louisiana limited liability company; Grand
Palais Riverboat, Inc., a Louisiana corporation; LRGP Holdings, Inc., a
Louisiana corporation: PPI, Inc., a Florida corporation: Isle of Capri Casino
Colorado, Inc., a Colorado corporation: Isle of Capri Hotels Bossier City,
L.L.C., a Louisiana limited liability company; Isle of Capri Casino-Tunica,
Inc., a Mississippi corporation; and IOC-Coahoma, Inc., a Mississippi
corporation (collectively, the "Subsidiary Guarantors"), any other person that
                                ---------------------
may from time to time become a party to the Indenture (as defined below)
pursuant to its terms and State Street Bank and Trust Company, as trustee (the
"Trustee").
 -------

                                    RECITALS

     A. The Company the Subsidiary Guarantors and the Trustee are parties to
that certain Indenture, dated as of April 23, 1999 (the "Indenture"), governing
                                                         ---------
the Company's 8 1/4% Senior Subordinated Notes due 2009. Series A, which have
been issued under the Indenture (the "Transfer Restricted Notes"), and the
                                      -------------------------
Company's 8 3/4% Senior Subordinated Notes due 2009, Series B, to be issued in
exchange for the Transfer Restricted Notes (the "Exchange Notes" and together
                                                 --------------
with the Transfer Restricted Notes, the "Notes").
                                         -----

     B. Section 901 of the Indenture expressly provides, among other things,
that without the consent of any Holder, the Company and the Subsidiary
Guarantors, when authorized by a Board Resolution, and the Trustee, may enter
into a supplemental indenture to cure any ambiguity or to correct any provision
in the Indenture, provided that such action shall not adversely affect the
interests of the Holders in any material respect.

     C. The Company and the Subsidiary Guarantors desire to amend Exhibit B to
the Indenture to cure ambiguities and to correct certain provisions contained
therein, and such amendment shall not adversely affect the interests of the
Holders in any material respect.

     NOW, THEREFORE, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes issued under the Indenture
from and after the date of this First Supplemental Indenture, as follows:

     1. Definitions. Capitalized terms used in this First Supplemental Indenture
        -----------
(including capitalized terms used in the Recitals to this First Supplemental
Indenture) that are not otherwise defined shall have the meanings ascribed to
such terms in the Indenture.




     2. Replacement of Exhibit B of the Indenture. Exhibit B to the Indenture is
        -----------------------------------------
hereby deleted in its entirety and replaced by Exhibit B to this First
                                               ---------
Supplemental Indenture.

     3. Effect on Indenture. Except as expressly modified by this First
        -------------------
Supplemental Indenture, all of the terms and provisions of the Indenture shall
remain in full force and effect.

     4. Recitals; Reliance. The Recitals to this First Supplemental Indenture
        ------------------
shall be deemed to be representations of the Company and the Trustee accepts no
responsibility for such Recitals. In accordance with Section 903 of the
Indenture, the Trustee has entered into this First Supplemental Indenture in
reliance on an Opinion of Counsel stating that the execution of this First
Supplemental Indenture is authorized or permitted by the Indenture and that the
Indenture, as amended by this First Supplemental Indenture, constitutes the
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against each of them in accordance with its terms.

     5. Counterparts. This First Supplemental Indenture may be executed in
        ------------
several counterparts, all of which together shall constitute one agreement
binding on all parties, notwithstanding that all parties have not signed the
same counterpart.

     6. Governing Law. This First Supplemental Indenture shall be governed by
        -------------
and construed in accordance with, the laws of the State of New York without
giving effect to the applicable principles of conflict of laws.

                                     *****

                                       2



     IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have
caused this First Supplemental Indenture to be duly executed as of the day and
year first above written

                                               ISLE OF CAPRI CASINOS, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               STATE STREET BANK AND TRUST
                                               COMPANY, as Trustee


                                               By: /s/ STEVE CIMALORE
                                                  ------------------------------
                                                  Name:STEVE CIMALORE
                                                  Title:VICE PRESIDENT


                                               RIVERBOAT CORPORATION OF
                                               MISSISSIPPI


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               RIVERBOAT CORPORATION OF
                                               MISSISSIPPI-VICKSBURG


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               RIVERBOAT SERVICES, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:



                                               CSNO, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               LOUSIANA RIVERBOAT GAMING
                                               PARTNERSHIP


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               ST.CHARLES GAMING COMPANY,INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               LRG HOTELS, LLC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               GRAND PALAIS RIVERBOAT, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               LRGP HOLDINGS, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:



                                               PPI, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               ISLE OF CAPRI CASINO-TUNICA, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               ISLE OF CAPRI CASINO-TUNICA, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                               IOC-COAHOMA, INC.


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:


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


                                               By: /s/ Allan B. Solomon
                                                  ------------------------------
                                                  Name:
                                                  Title:

EX-4.5C

                                                                   Exhibit 4.5 C

                          SECOND SUPPLEMENTAL INDENTURE

          This SECOND SUPPLEMENTAL INDENTURE, dated as of April 30, 20O1, (the
"Second Supplement Indenture"), is by and among Isle of Capri Casinos, Inc., a
 ---------------------------
Delaware Corporation (the "Company"); Riverboat Corporation of Mississippi, a
                           -------
Mississippi corporation; Riverboat Corporation of Mississippi-Vicksburg, a
Mississippi corporations; Riverboat Services, Inc., an Iowa corporation; CSNO,
L.L.C., a Louisiana limited liability company; Louisiana Riverboat Gaming
Partnership, a Louisiana partnership; St. Charles Gaming Company, Inc., a
Louisiana corporation; Grand Palais Riverboat, Inc., a Louisiana corporation;
LRGP Holdings, L.L.C., a Louisiana limited liability company; PPL, Inc., a
Florida corporation; Isle of Capri Casino Colorado, Inc., a Colorado
corporation; Isle of Capri Casino-Tunica, Inc., a Mississippi corporation;
IOC-Coahoma, Inc., a Mississippi corporation; IOC Holdings, L.L.C., a Louisiana
limited liability company (collectively, the "Subsidiary Guarantors"), any other
                                              ---------------------
person that may from time to time become a party to the Indenture (as defined
below) pursuant to its terms and State Street Bank and Trust Company, as trustee
(the "Trustee").
      -------

                                    RECITALS

          A. The Company, the Subsidiary Guarantors (or their predecessors and
LRG Hotels, L.L.C.) and the Trustee arc parties to that certain Indenture, dated
as of April 23, 1999, as amended by that certain First Supplemental Indenture
dated as of September 16, 1999 (as amended, the "Indenture"), governing the
                                                 ---------
Company's 8 3/4% Senior Subordinated Notes due 2009, Series A, which have been
issued under the Indenture (the "Transfer Restricted Notes"), and the Company's
                                 -------------------------
8 3/4% Senior Subordinated Notes due 2009, Series B, to be issued in exchange
for the Transfer Restricted Notes (the "Exchange Notes" and together with the
                                        --------------
Transfer Restricted Notes, the "Notes").
                                -----

          B. Section 901 of the Indenture expressly provides, among other
things, that without the consent of any Holder, the Company and the Subsidiary
Guarantors, when authorized by a Board Resolution, and the Trustee, may enter
into a supplemental indenture to evidence the succession of another Person to a
Subsidiary Guarantor and the assumption by any such successor of the covenants
of such Subsidiary Guarantor contained in the Indenture and in the Subsidiary
Guarantees.

          C. Section 801(b) of the Indenture expressly provides, among other
things, that a Restricted Subsidiary may merge into another Restricted
Subsidiary if the conditions set forth therein are met.

          D. The Company and the Subsidiary Guarantors desire to supplement the
Indenture to reflect the mergers effective April 29, 2001, of the following
Restricted Subsidiaries into the following Restricted Subsidiaries; CSNO, Inc.,
into CSNO, L.L.C.; LRGP Holdings, Inc., into LRGP Holdings, L.L,C.; and LRG
Hotels, L.L.C., into IOC Holdings, L.L.C.




                                      -2-

          NOW, THEREFORE, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Notes issue under the Indenture
from and after the date of this Second Supplemental Indenture, as follows:

          1. Definition. Capitalized terms used in this Second Supplemental
             ----------
Indenture (including capitalized terms used in the Recitals to this Second
Supplemental Indenture) that are not otherwise defined shall have the meanings
ascribed to such terms in the Indenture.

          2. New subsidiary Guarantors. In accordance with Section 801(b),
             -------------------------
Section 101B(f) and Section 1209 of the Indenture, CSNO, L.L.C., LRGP Holdings,
L.L.C., and IOC Holdings, L.L.C., each shall be a Restricted Subsidiary and a
Subsidiary Guarantor and each has executed an Addendum to Subsidiary Guarantee.
Each of CSNO, L.L.C., LRGP Holdings, L.L.C., and IOC Holdings, L.L.C. hereby
assumes all of the obligations under the Notes, the Subsidiary Guarantees and
the Indenture of the former Restricted Subsidiary which has been merged into
such surviving Restricted Subsidiary as recited above.

          3. Effect on Indenture. Except as expressly modified by this Second
             -------------------
Supplemental Indenture, all of the terms and provisions of the Indenture shall
remain in full force and effect.

          4. Recitals; Reliance. The Recitals to this Second Supplemental
             ------------------
Indenture shall be deemed to be representations of the Company and the Trustee
accepts no responsibility for such Recitals. In accordance with Section 903 of
the Indenture, the Trustee has entered into this Second Supplemental Indenture
in reliance as an Opinion of Counsel stating that the execution of this Second
Supplemental Indenture is authorized or permitted by the Indenture and that the
Indenture as amended by this Second Supplemental Indenture, constitutes the
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against each of them in accordance with its terms.

          5. Counterparts. This Second Supplemental Indenture may be executed in
             ------------
several counterparts, all of which together shall constitute one agreement
binding on all parties notwithstanding that all parties have not signed the same
counterpart.

          6. Governing Law. This Second Supplemental Indenture shall be governed
             -------------
by and construed is accordance with the laws of the State of New York without
giving effect to the applicable principles of conflict of laws.



                                      -3-

          IN WITNESS WHEREOF, the parties to this Second Supplemental Indenture
have caused this Second Supplemental Indenture to be duly executed as of the day
and year first above written.

                                            ISLE OF CAPRI CASINOS, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            STATE STREET BANK AND TRUST
                                            COMPANY, as Trustee


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


                                            RIVERBOAT CORPORATION OF MISSISSIPPI


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            RIVERBOAT CORPORATION OF
                                            MISSISSIPPI-VICKSBURG


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President



                                      -4-

                                            RIVERBOAT SERVICES, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            CSNO, L.L.C.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            LOUISIANA RIVERBOAT
                                            GAMING PARTNERSHIP


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            ST. CHARLES GAMING COMPANY, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President



                                      -5-

                                            GRAND PALAIS RIVERBOAT, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            LRGP HOLDINGS, L.L.C.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            PPI, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            ISLE OF CAPRI CASINO COLORADO, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President



                                      -6-

                                            ISLE OF CAPRI CASINO-TUNICA, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            IOC-COAHOMA, INC.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President


                                            IOC HOLDINGS, L.L.C.


                                            By:
                                                -------------------------------
                                                Name:  Allan B. Solomon
                                                Title: Executive Vice President

EX-5.1

                                                                     Exhibit 5.1

                            MAYER, BROWN, ROWE & MAW

                            190 SOUTH LA SALLE STREET

                          CHICAGO, ILLINOIS 60603-3441

                                                                  MAIN TELEPHONE
                                                                  (312) 782-0600
                                                                     MAIN FAX
                                                                  (312) 701-7711

                              ______________, 2002

Isle of Capri Casinos, Inc.
1641 Popps Ferry Road
Biloxi, Mississippi 39532


       Re:  Registration Statement on Form S-4 Relating
            to 9% Senior Subordinated Notes Due 2012

Ladies and Gentlemen:

     We have acted as counsel to Isle of Capri Casinos, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of a registration statement on Form S-4, File
No. 333-     (the "Registration Statement") relating to an offer to exchange
the "Exchange Offer") the Company's registered 9% Senior Subordinated Notes due
2012 (the "New Notes") and the related guarantees (the "Subsidiary Guarantees")
of certain subsidiaries of the Company listed on Annex A to this opinion (the
"Subsidiary Guarantors"). The New Notes will be offered in exchange for any and
all of the Company's outstanding unregistered 9% Senior Subordinated Notes due
2009 (the "Old Notes"). The Old Notes were issued, and the New Notes will be
issued, under an Indenture, dated as of March 27, 2002 (the "Indenture"), among
the Company, the Subsidiary Guarantors and State Street Bank and Trust Company,
as trustee (the "Trustee").

       In rendering the opinions set forth below, we have examined and relied
upon such documents, corporate records, certificates of public officials and
certificates as to factual matters executed by officers of the Company and the
Subsidiary Guarantors as we have deemed necessary or appropriate. We have
assumed the authenticity, accuracy and completeness of all documents, records
and certificates submitted to us as originals, the conformity to the originals
of all documents, records and certificates submitted to us as copies and the
authenticity, accuracy and completeness of the originals of all documents,
records and certificates submitted to us as copies. We have also assumed the
legal capacity and genuineness of the signatures of persons signing all
documents in connection with the opinions set forth below.

Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that:



      Mayer, Brown, Rowe & Maw is a U.S. General Partnership. We Operate in
           Combination with our Associated English Partnership in the
                             Offices Listed Below.

    Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
                 Manchester New York Palo Alto Paris Washington
INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Nader y Rojas, S.C.

CHDB02 4732926.1 040802 0909C  99525693



MAYER, BROWN, ROWE & MAW



              , 2002
- --------------

Page 2

         1. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the New Notes have been duly authorized by all necessary action on
the part of the Company, when executed and authenticated by the Trustee in
accordance with their terms and the terms of the Indenture and delivered in
exchange for the Old Notes pursuant to the Indenture and the Exchange Offer, the
New Notes will be legally issued and valid and binding obligations of the
Company enforceable in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief regardless of whether considered in a proceeding in equity or at law.

         2. Assuming the Registration Statement (including any amendments
thereto) shall become effective under the Securities Act and the execution and
delivery of the Subsidiary Guarantees has been duly authorized by all necessary
corporate action on the part of the Subsidiary Guarantors, when executed and
authenticated by the Trustee in accordance with its terms and the terms of the
Indenture, and delivered pursuant to the Indenture and the Exchange Offer, the
Subsidiary Guarantees will be the legally issued and valid and binding
obligation of the Subsidiary Guarantors enforceable in accordance with their
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance laws) and by general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law.

         Our opinion as to enforceability of the New Notes and the Subsidiary
Guarantees is subject to the qualification that certain provisions thereof may
be unenforceable in whole or in part under the laws of the State of Delaware and
New York, as applicable, but the inclusion of any such provision will not affect
the validity of the New Notes or the Subsidiary Guarantees and each of them
contain legally adequate provisions for the realization of the principal legal
rights and benefits afforded thereby. We express no opinion concerning federal
or state securities laws.

         We are qualified to practice law in the State of Illinois and we do not
purport to be experts on the law of any other jurisdiction other than the
federal laws of the United States of America. In rendering our opinions with
respect to the New Notes and the Subsidiary Guarantees, we have assumed with
your permission, and without independent investigation, that the applicable laws
of the State of New York are identical in all relevant respects to the
substantive laws of the State of Illinois. We express no opinion and make no
representation with respect to the law of any other jurisdiction.

CHDB02 4732926.1 040802 0909C  99525693



MAYER, BROWN, ROWE & MAW



              , 2002
- --------------

Page 3

       This opinion is for your benefit and it may not be reprinted, reproduced
or distributed to any other person for any purpose without our prior written
consent, except that we hereby consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus which is filed as part of the
Registration Statement, and to the filing of this opinion as an exhibit to such
Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.

       Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company, the Subsidiary Guarantors or any other person, or any
other document or agreement involved with the transactions contemplated by the
Exchange Offer. We assume no obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinions expressed herein.



                                                        Very truly yours,



                                                        Mayer, Brown, Rowe & Maw


PWT/mrm



                                                                         ANNEX A

                              SUBSIDIARY GUARANTORS

CSNO, L.L.C., a Louisiana limited liability company

Gemini, Inc., a Nevada corporation

Grand Palais Riverboat, Inc., a Louisiana corporation

IOC-Boonville, Inc., a Nevada corporation

IOC-Coahoma, Inc., a Mississippi corporation

IOC-Davenport, Inc., an Iowa corporation

IOC-Kansas City, Inc., a Missouri corporation

IOC Holdings, LLC, a Louisiana limited liability company

IOC-Lula, Inc., a Mississippi corporation

IOC-Natchez, Inc., a Mississippi corporation

Isle of Capri Bettendorf, LC, an Iowa limited liability company

Isle of Capri Casino-Tunica, Inc., a Mississippi corporation

Isle of Capri Casino Colorado, Inc., a Colorado corporation

Isle of Capri Marquette, Inc., an Iowa corporation

LL Holding Corporation, a Nevada corporation

Louisiana Riverboat Gaming Partnership, a Louisiana partnership

LRGP Holdings, L.L.C., a Louisiana limited liability company

PPI, Inc., a Florida corporation

Riverboat Corporation of Mississippi, a Mississippi corporation

Riverboat Corporation of Mississippi-Vicksburg, a Mississippi corporation

Riverboat Services, Inc., an Iowa corporation

St. Charles Gaming Company, Inc., a Louisiana corporation

EX-10.27

                                                                   Exhibit 10.27

                                  $500,000,000
                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           DATED AS OF APRIL 26, 2002

                                      AMONG

                          ISLE OF CAPRI CASINOS, INC.,
                                  as Borrower,

                           THE LENDERS LISTED HEREIN,
                                   as Lenders,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                   as Administrative Agent and Issuing Lender,

              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
                    and DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            as Co-Syndication Agents,

                                       and

                       CREDIT LYONNAIS LOS ANGELES BRANCH,
                           WELLS FARGO BANK, N.A. and
                     THE CIT GROUP/EQUIPMENT FINANCING, INC.

                           as Co-Documentation Agents

                                  ARRANGED BY:

                            CIBC WORLD MARKETS CORP.




                                TABLE OF CONTENTS



                                                                                                    Page
                                                                                               
Section 1.   DEFINITIONS..........................................................................    2

       1.1   Certain Defined Terms................................................................    2

       1.2   Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement...   34

       1.3   Other Definitional Provisions and Rules of Construction..............................   34

Section 2.   AMOUNTS AND TERMS OF COMMITMENTS AND LOANS...........................................   35

       2.1   Commitments; Making of Loans; the Register; Notes....................................   35

       2.2   Interest on the Loans................................................................   41

       2.3   Fees.................................................................................   45

       2.4   Repayments, Prepayments and Reductions in Loans and Revolving Loan Commitments;
             General Provisions Regarding Payments; Application of Proceeds of Collateral
             and Payments Under Subsidiary Guaranty...............................................   46

       2.5   Use of Proceeds......................................................................   53

       2.6   Special Provisions Governing LIBOR Loans.............................................   53

       2.7   Increased Costs; Taxes; Capital Adequacy.............................................   56

       2.8   Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of Lender.........   60

Section 3.   LETTERS OF CREDIT....................................................................   62

       3.1   Issuance of Letters of Credit and Lenders' Purchase of Participations Therein........   62

       3.2   Letter of Credit Fees................................................................   64

       3.3   Drawings and Reimbursement of Amounts Paid Under Letters of Credit...................   65

       3.4   Obligations Absolute.................................................................   67

       3.5   Indemnification; Nature of Issuing Lenders' Duties...................................   68

       3.6   Increased Costs and Taxes Relating to Letters of Credit..............................   69

Section 4.   CONDITIONS TO LOANS AND LETTERS OF CREDIT............................................   71

       4.1   Conditions to Term Loans and Revolving Loans.........................................   71

       4.2   Conditions to All Loans..............................................................   78


                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                               
      4.3    Conditions to Letters of Credit......................................................   78

Section 5.   BORROWER'S REPRESENTATIONS AND WARRANTIES............................................   79

      5.1    Organization, Powers, Qualification, Good Standing, Businessand Subsidiaries.........   79

      5.2    Authorization of Borrowing, etc......................................................   80

      5.3    Financial Condition..................................................................   82

      5.4    No Material Adverse Change; No Restricted Junior Payments............................   82

      5.5    Title to Properties; Liens; Real Property............................................   82

      5.6    Litigation; Adverse Facts............................................................   83

      5.7    Payment of Taxes.....................................................................   84

      5.8    Performance of Agreements; Materially Adverse Agreements; Material Contracts.........   84

      5.9    Governmental Regulation..............................................................   84

      5.10   Securities Activities................................................................   85

      5.11   Employee Benefit Plans...............................................................   85

      5.12   Certain Fees.........................................................................   85

      5.13   Environmental Protection.............................................................   86

      5.14   Employee Matters.....................................................................   87

      5.15   Solvency.............................................................................   87

      5.16   Matters Relating to Collateral.......................................................   87

      5.17   Disclosure...........................................................................   88

      5.18   Mortgage Taxes.......................................................................   89

Section 6.   BORROWER'S AFFIRMATIVE COVENANTS.....................................................   89

      6.1    Financial Statements and Other Reports...............................................   89

      6.2    Corporate Existence, etc.............................................................   95

      6.3    Payment of Taxes and Claims; Tax Consolidation.......................................   95

      6.4    Maintenance of Properties; Insurance.................................................   96

      6.5    Inspection Rights....................................................................   98


                                       -ii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                              
      6.6    Compliance with Laws, etc.; Maintenance of Gaming and Liquor Licenses................   98

      6.7    Environmental Review and Investigation, Disclosure, Etc.; Borrower's Actions
             Regarding Hazardous Materials Activities, Environmental Claims and Violations
             of Environmental Laws................................................................   98

      6.8    Execution of Subsidiary Guaranty and Personal Property Collateral Documents
             by Certain Subsidiaries and Future Subsidiaries......................................  101

      6.9    Conforming Leasehold Interests; Matters Relating to Additional Real Property
             Collateral; Additional Ship Mortgages....... ........................................  102

      6.10   Deposit Accounts and Cash Management Systems.........................................  103

      6.11   Post-Closing Landlord Consent and Estoppels..........................................  103

Section 7.   BORROWER'S NEGATIVE COVENANTS........................................................  103

      7.1    Indebtedness.........................................................................  104

      7.2    Liens and Related Matters............................................................  105

      7.3    Investments..........................................................................  106

      7.4    Contingent Obligations...............................................................  107

      7.5    Restricted Junior Payments...........................................................  108

      7.6    Financial Covenants..................................................................  109

      7.7    Restriction on Fundamental Changes; Asset Sales and Permitted Acquisitions...........  110

      7.8    Consolidated Capital Expenditures....................................................  112

      7.9    Restriction on Leases................................................................  113

      7.10   Sales and Lease-Backs................................................................  113

      7.11   Sale or Discount of Receivables......................................................  113

      7.12   Transactions with Shareholders and Affiliates........................................  114

      7.13   Disposal of Subsidiary Stock.........................................................  114

      7.14   Conduct of Business..................................................................  114

      7.15   Amendments of Documents Relating to Subordinated Indebtedness; Designation of
             "Designated Senior Indebtedness".....................................................  114

      7.16   Fiscal Year..........................................................................  115


                                       -iii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                              
Section 8.   EVENTS OF DEFAULT....................................................................  115

      8.1    Failure to Make Payments When Due....................................................  115

      8.2    Default in Other Agreements..........................................................  115

      8.3    Breach of Certain Covenants..........................................................  116

      8.4    Breach of Warranty...................................................................  116

      8.5    Other Defaults Under Loan Documents..................................................  116

      8.6    Involuntary Bankruptcy; Appointment of Receiver, etc.................................  116

      8.7    Voluntary Bankruptcy; Appointment of Receiver, etc...................................  116

      8.8    Judgments and Attachments............................................................  117

      8.9    Dissolution..........................................................................  117

      8.10   Employee Benefit Plans...............................................................  117

      8.11   Change of Control....................................................................  117

      8.12   Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of Obligations...  117

      8.13   Loss of Gaming Licenses..............................................................  118

Section 9.   ADMINISTRATIVE AGENT.................................................................  119

      9.1    Appointment..........................................................................  119

      9.2    Powers and Duties; General Immunity..................................................  120

      9.3    Representations and Warranties; No Responsibility For Appraisal of Creditworthiness..  122

      9.4    Right to Indemnity...................................................................  122

      9.5    Successor Administrative Agent.......................................................  122

      9.6    Collateral Documents and Guaranties..................................................  123

      9.7    Co-Syndication Agent and Co-Documentation Agent......................................  123

      9.8    Administrative Agent May File Proofs of Claim........................................  124

Section 10.  MISCELLANEOUS........................................................................  124

     10.1    Assignments and Participations in Loans and Letters of Credit........................  124

     10.2    Expenses.............................................................................  128

     10.3    Indemnity............................................................................  129


                                       -iv-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                    Page
                                                                                              
     10.4    Set-Off; Security Interest in Deposit Accounts.......................................  130

     10.5    Ratable Sharing......................................................................  130

     10.6    Amendments and Waivers...............................................................  131

     10.7    Independence of Covenants............................................................  132

     10.8    Notices; Effectiveness of Signatures.................................................  132

     10.9    Survival of Representations, Warranties and Agreements...............................  133

     10.10   Failure or Indulgence Not Waiver; Remedies Cumulative................................  133

     10.11   Marshalling; Payments Set Aside......................................................  134

     10.12   Severability.........................................................................  134

     10.13   Obligations Several; Independent Nature of Lenders' Rights...........................  134

     10.14   Headings.............................................................................  134

     10.15   Applicable Law.......................................................................  134

     10.16   Successors and Assigns...............................................................  135

     10.17   Consent to Jurisdiction and Service of Process.......................................  135

     10.18   Waiver of Jury Trial.................................................................  136

     10.19   Confidentiality......................................................................  136

     10.20   Lead Arranger, Co-Documentation Agent, and Co-Syndication Agent......................  137

     10.21   Counterparts; Effectiveness..........................................................  137

     10.22   Gaming Laws..........................................................................  138


                                       -v-



                                    EXHIBITS

I        FORM OF NOTICE OF BORROWING

II       FORM OF NOTICE OF CONVERSION/CONTINUATION

III      FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT

IV       FORM OF TERM NOTE

V        FORM OF REVOLVING NOTE

VI       INTENTIONALLY DELETED

VII      FORM OF COMPLIANCE CERTIFICATE

VIII     FORM OF OPINION OF COUNSEL TO LOAN PARTIES

IX       FORM OF OPINION OF O'MELVENY & MYERS LLP

X        FORM OF ASSIGNMENT AGREEMENT

XI       FORM OF SOLVENCY CERTIFICATE

XII      FORM OF SUBSIDIARY GUARANTY

XIII     FORM OF SECURITY AGREEMENT

XIV      FORM OF MORTGAGE

XV       FORM OF ACKNOWLEDGEMENT AND CONSENT

XVI      FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT

XVII-A   FORM OF INSTRUMENT OF JOINDER

XVII-B   FORM OF NOTICE TO LENDERS

XVII-C   FORM OF OFFICER'S CERTIFICATE

XVIII    FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT

XIX      FORM OF CERTIFICATE RE NON-DOMESTIC BANK STATUS

                                       -vi-



                                    SCHEDULES

1.1(a)   EXCLUDED LEASES

4.1F     REFINANCED INDEBTEDNESS

4.1H     EFFECTIVE DATE MORTGAGED PROPERTIES

4.1J     SHIP MORTGAGES

5.1      CORPORATE AND CAPITAL STRUCTURE, MANAGEMENT, AND
         RESTRICTED AND UNRESTRICTED SUBSIDIARIES OF BORROWER

5.2C     GOVERNMENTAL CONSENTS

5.5      REAL PROPERTY

5.8      MATERIAL CONTRACTS

5.11     CERTAIN EMPLOYEE BENEFIT PLANS

5.14     COLLECTIVE BARGAINING AGREEMENTS

6.10     DEPOSIT ACCOUNTS

7.1      CERTAIN EXISTING INDEBTEDNESS AND CAPITAL LEASES

7.2      CERTAIN EXISTING LIENS

7.3      CERTAIN EXISTING INVESTMENTS

7.4      CERTAIN EXISTING CONTINGENT OBLIGATIONS

                                       -vii-



                           ISLE OF CAPRI CASINOS, INC.

                                  $500,000,000
                           SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

          This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of April
26, 2002 and entered into by and among ISLE OF CAPRI CASINOS, INC., a Delaware
corporation (the "Borrower"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a "Lender" and
collectively as "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as
agent for the Lenders (in such capacity, the "Administrative Agent") and as an
issuing lender with respect to Letters of Credit (in such capacity, the "Issuing
Lender"), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as
co-syndication agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as co-syndication
agent (in such capacities, the "Co-Syndication Agents"), CREDIT LYONNAIS LOS
ANGELES BRANCH, as co-documentation agent, WELLS FARGO BANK, N.A., as
co-documentation agent and THE CIT GROUP/EQUIPMENT FINANCING, INC., as
co-documentation agent (in such capacities, the "Co-Documentation Agents"), and
CIBC WORLD MARKETS CORP., as lead arranger (in such capacity, the "Lead
Arranger").

                                 R E C I T A L S
                                 - - - - - - - -

          WHEREAS, Borrower, Administrative Agent and certain lenders are party
to the Existing Credit Agreement (capitalized terms used herein without
definition are defined in subsection 1.1 of this Agreement);

          WHEREAS, Borrower desires to refinance substantially all of Borrower's
existing indebtedness under the Existing Credit Agreement through the credit
facilities contemplated hereby and the Net Debt Proceeds from the issuance of
certain Subordinated Notes under the New Subordinated Note Indenture (the
"Refinancing");

          WHEREAS, Borrower, lenders under the Existing Credit Agreement, and
Lenders desire to amend and restate the Existing Credit Agreement in its
entirety to (i) terminate all commitments of lenders under the Existing Credit
Agreement to make loans, (ii) provide for new credit facilities to Borrower, and
(iii) make certain other amendments to the terms and provisions of the Existing
Credit Agreement, all on the terms and conditions set forth in this Agreement;

          WHEREAS, Borrower intends to use all of the proceeds of the credit
facilities extended under this Agreement on the Effective Date to fund the
Refinancing and pay the Transaction Costs;

          WHEREAS, Borrower has agreed to continue to secure its Obligations
hereunder and under the other Loan Documents and all of Borrower's Restricted
Subsidiaries have agreed to continue to guarantee the Obligations of Borrower
hereunder and under the other Loan Documents and to continue to secure such
guarantees; and



          WHEREAS, it is the intent of the parties that this Agreement shall not
cause a novation of any of the indebtedness or obligations of Borrower under the
Existing Credit Agreement or other loan documents executed in connection
therewith (collectively, the "Existing Loan Documents"), nor shall it
extinguish, discharge, terminate or impair Borrower's indebtedness or
obligations or Administrative Agent's or any Lender's rights or remedies under
the Existing Credit Agreement and the other Existing Loan Documents; provided,
however, all such indebtedness, obligations, rights and remedies shall be on the
terms and conditions of, and as set forth in, this Agreement, the Notes and the
other Loan Documents. In addition, this Agreement shall not release, limit or
impair in any way the priority of any security interests and liens held by
Administrative Agent for the benefit of the Lenders against any assets of
Borrower or the Restricted Subsidiaries arising under the Existing Credit
Agreement or the other Existing Loan Documents.

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Lenders and Administrative
Agent agree that the Existing Credit Agreement is hereby amended and restated to
read in its entirety as follows:

Section 1. DEFINITIONS

1.1 Certain Defined Terms.
    ---------------------

          The following terms used in this Agreement shall have the following
meanings:

          "Acknowledgement and Consent" means the Acknowledgement and Consent
Agreement delivered by the Subsidiary Guarantors on the Effective Date,
substantially in the form of Exhibit XV annexed hereto.
                             ----------

          "Additional Mortgaged Property" has the meaning assigned to that term
in subsection 6.9B.

          "Additional Mortgage" means any Mortgage delivered with respect to an
Additional Mortgaged Property.

          "Adjusted LIBOR" means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBOR Loan, the rate per annum obtained by
dividing (x) the rate of interest equal to (a) the rate per annum determined on
the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period and
appearing on Telerate Screen 3750 at or about 11:00 A.M., London time, two
Business Days prior to the commencement of such Interest Period, or (b) if such
a rate does not appear on Telerate Screen 3750, the average of the rates per
annum at which Dollar deposits in immediately available funds are offered to
CIBC in the interbank LIBOR market as at or about 10:00 A.M. (New York City
time) two Business Days prior to the beginning of such Interest Period for
delivery on the first day of such Interest Period, and for a period
approximately equal to such Interest Period, by (y) a percentage equal to 100%
                                             --
minus the stated maximum rate (expressed as a percentage) of all reserve
- -----
requirements (including any marginal, emergency, supplemental, special or other
reserves) applicable on such Interest Rate Determination Date to

                                       2



any member bank of the Federal Reserve System in respect of "Eurocurrency
liabilities" as defined in Regulation D (or any successor category of
liabilities under Regulation D).

          "Administrative Agent" has the meaning assigned to that term in the
introduction to this Agreement and also means any successor Administrative Agent
appointed pursuant to subsection 9.5A.

          "Administrative Agent's Office" means (i) the office of Administrative
Agent located at CIBC, 425 Lexington Avenue, New York, NY 10017, or (ii) such
other office of Administrative Agent as may from time to time hereafter be
designated as such in a written notice delivered by Administrative Agent to
Borrower and each Lender.

          "Affected Lender" has the meaning assigned to that term in subsection
2.6C.

          "Affected Loans" has the meaning assigned to that term in subsection
2.6C.

          "Affiliate", as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

          "Agreement" means this Second Amended and Restated Credit Agreement
dated as of April 26, 2002.

          "Airplane" means the King Air 200 airplane owned by Borrower on the
Effective Date.

          "Applicable Base Rate Margin" means, as at any date of determination,
with respect to any Type of Loan that is a Base Rate Loan, a percentage per
annum equal to the Applicable LIBOR Margin for such Type of Loan less 1.00%.

          "Applicable LIBOR Margin" means, as at any date of determination:

          (x) with respect to Revolving Loans that are LIBOR Loans, a percentage
     per annum as set forth below opposite the applicable Consolidated Total
     Leverage Ratio:

     Consolidated Total Leverage Ratio        Applicable LIBOR Margin
     ------------------------------------     -----------------------

     greater than or equal to 4.50:1.00                2.75%

     less than 4.50:1.00 but greater than
     or equal to 4.00:1.00                             2.50%

     less than 4.00:1.00 but greater than
     or equal to 3.50:1.00                             2.25%

                                       3



     less than 3.50:1.00 but greater than
     or equal to 3.00:1.00                             2.00%

     less than 3.00:1.00 but greater than              1.75%
     or equal to 2.50:1:00.

     less than 2.50:1.00                               1.50%

          and (y) with respect to Term Loans that are LIBOR Loans, a percentage
     per annum equal to 2.50%.

provided that until the first Margin Reset Date, the Consolidated Total Leverage
- --------
Ratio shall be deemed to equal 4.50:1.00 for purposes of calculating the
Applicable LIBOR Margin.

          "Approved Fund" means any fund that invests (in whole or in part) in
commercial loans or any other fund that is managed or advised by a Lender, the
same investment advisor as such Lender or by an Affiliate of such Lender or
investment advisor.

          "Asset Sale" means the sale (in any single transaction or related
series of transactions) by Borrower or any of its Restricted Subsidiaries to any
Person other than Borrower or any of its Restricted Subsidiaries of (i) any of
the Capital Stock of any of Borrower's Subsidiaries, (ii) substantially all of
the assets of any division or line of business of Borrower or any of its
Subsidiaries, or (iii) any other assets (whether tangible or intangible) of
Borrower or any of its Subsidiaries (other than (a) gaming equipment sold in the
ordinary course of business to the extent the proceeds of such sale are promptly
reinvested in other gaming equipment, and (b) any such other assets to the
extent that the aggregate value of such assets sold in any single transaction or
related series of transactions is equal to $4,000,000 or less).

          "Assets Held for Sale or Development" means (i) the FFC Preferred
Stock, (ii) the Airplane, (iii) the Real Estate Options, (iv) the Cripple Creek
Land, and (v) the Discontinued Assets.

          "Assignment Agreement" means an Assignment Agreement in substantially
the form of Exhibit X annexed hereto.
            ---------

          "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy".

          "Base Rate" means, at any time, the higher of (x) the Reference Rate,
or (y) the rate which is 0.50% in excess of the Federal Funds Effective Rate.

          "Base Rate Loans" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

                                       4



          "Bettendorf Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in
Bettendorf, Iowa.

          "Biloxi Gaming Facilities" means the Gaming Facilities owned, leased,
operated or used by Borrower or its Restricted Subsidiaries in Biloxi,
Mississippi.

          "Biloxi Leasehold Property" means the approximately 8 acres of
Leasehold Property leased from the City of Biloxi and the Biloxi Port Commission
in Harrison County, Mississippi, and used in connection with the Isle of Capri
Crowne Plaza Resort located at the Biloxi Gaming Facilities.

          "Black Hawk Transaction" means the acquisition of 100% of the equity
interests in ICBH and/or the refinancing of ICBH's existing indebtedness,
including, without limitation, under that certain Credit Agreement dated as of
November 16, 2001 among ICBH, CIBC, as administrative agent, and certain other
parties named therein.

          "Boonville Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in
Boonville, Missouri.

          "Borrower" has the meaning assigned such term in the introduction to
this Agreement.

          "Bossier City Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in Bossier
City, Louisiana.

          "Business Day" means (i) any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required
by law or other governmental action to close, and (ii) with respect to all
notices, determinations, fundings and payments in connection with the Adjusted
LIBOR or any LIBOR Loan, any day that (a) is a Business Day described in clause
(i) above, and (b) is a day for trading by and between banks in Dollar deposits
in the London Interbank Market.

          "Capital Lease", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

          "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (iii) in the case of a partnership, partnership interests (whether
general or limited), (iv) in the case of a limited liability company, membership
interests, and (v) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

          "Cash" means a credit balance in a Deposit Account, money, or
currency.

          "Cash Equivalents" means, as at any date of determination, (i)
marketable Securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the

                                       5



United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date; (ii) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof,
in each case maturing within one year after such date and having, at the time of
the acquisition thereof, the highest rating obtainable from either S&P or
Moody's; (iii) commercial paper maturing no more than one year from the date of
creation thereof and having, at the time of the acquisition thereof, a rating of
at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit
or bankers' acceptances maturing within one year after such date and issued or
accepted by any Lender or by any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia that
(a) is at least "adequately capitalized" (as defined in the regulations of its
primary federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100,000,000; and (v) shares of any money
market mutual fund that (a) has at least 95% of its assets invested continuously
in the types of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the highest rating
obtainable from either S&P or Moody's.

          "Certificate re Non-Domestic Bank Status" means a certificate
substantially in the form of Exhibit XIX annexed hereto delivered by a Lender to
                             -----------
Administrative Agent pursuant to subsection 2.7B(iii).

          "Change of Control" means

          (i) any "person" or "group" (as such terms are used for purposes of
     Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) is
     or becomes the "beneficial owner" (as such term is used in Rules 13d-3 and
     13d-5 under the Exchange Act, except that a person or group shall be deemed
     to have "beneficial ownership" of all shares that any such person or group
     has the right to acquire, whether such right is exercisable immediately or
     only after the passage of time), directly or indirectly, of Capital Stock
     representing the greater of (x) the percentage of the combined voting power
     of the outstanding Voting Stock of Borrower held by Permitted Equity
     Holders (including shares as to which Borrower or a Permitted Equity Holder
     holds an effective proxy to vote) or (y) 35% or more of the combined voting
     power of the outstanding Voting Stock of Borrower, but excluding in each
     case from the percentage of voting power held by any "group" the voting
     power of shares owned by the Permitted Equity Holders who are deemed to be
     members of the "group", so long as such Permitted Equity Holders
     beneficially own a majority of the voting power of the Voting Stock held by
     such "group, and at such time the Permitted Equity Holders together shall
     fail to beneficially own, directly or indirectly, equity Securities
     representing at least the same percentage of voting power of such Voting
     Stock as the percentage "beneficially owned" by such "person" or "group";
     or

          (ii) any sale, transfer or other conveyance, whether direct or
     indirect, of a majority of the fair market value of the assets of Borrower,
     on a consolidated basis, in one transaction or a series of related
     transactions, if, immediately after giving effect to such transaction, any
     "person" or "group" (as such terms are used for purposes of

                                       6



     Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable)
     (other than the Permitted Equity Holders (including any Permitted Equity
     Holders who are part of a "group" where such Permitted Equity Holders
     beneficially own a majority of the voting power of the Voting Stock held by
     such "group")) is or becomes the "beneficial owner" (as such term is used
     in Rules 13d-3 and 13d-5 promulgated pursuant to the Exchange Act),
     directly or indirectly, of more than 35% of the equity Securities of the
     transferee; or

          (iii) during any period of 24 consecutive months after the date
     hereof, individuals who at the beginning of any such 24-month period
     constituted the Governing Body of Borrower (together with any new directors
     whose election by such Governing Body or whose nomination for election by
     the shareholders of Borrower, was approved by a vote of a majority of the
     directors then still in office who were either directors at the beginning
     of such period or whose election or nomination for election was previously
     so approved) cease for any reason to constitute a majority of the Governing
     Body of Borrower then in office; or

          (iv) the occurrence of a "Change of Control" under any of the
     Subordinated Note Indentures.

          "CIBC" has the meaning assigned to that term in the introduction to
this Agreement.

          "Co-Documentation Agents" has the meaning assigned to that term in the
introduction to this Agreement.

          "Collateral" means, collectively, all of the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations; provided,
                                                                      --------
however, that "Collateral" shall not include Pompano Park or the Assets Held for
- -------
Sale or Development (other than the Las Vegas Gaming Facilities and the Tunica
Gaming Facilities).

          "Collateral Account" has the meaning assigned to that term in the
Collateral Account Agreement.

          "Collateral Account Agreement" means the Collateral Account Agreement
executed and delivered by Borrower and Administrative Agent on the Original
Closing Date.

          "Collateral Documents" means the Collateral Account Agreement, the
Security Agreement, the Mortgages, the Ship Mortgages, the Deposit Account
Control Agreement, the Acknowledgement and Consent and all other instruments or
documents delivered by any Loan Party pursuant to this Agreement or any of the
other Loan Documents in order to grant to Administrative Agent, on behalf of
Lenders, a Lien on any real, personal or mixed property of that Loan Party as
security for the Obligations.

          "Commitment Fee Percentage" means, as at any date of determination, a
percentage per annum as set forth below opposite the applicable Consolidated
Total Leverage Ratio:

                                       7



Consolidated Total Leverage Ratio        Commitment Fee Percentage
- ----------------------------------       -------------------------

greater than or equal to 3.50:1.00                0.500%

        less than 3.50:1.00                       0.375%

; provided that until the first Margin Reset Date, the Commitment Fee Percentage
  --------
shall be 0.500% per annum.

          "Commitments" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

          "Compliance Certificate" means a certificate substantially in the form
of Exhibit VII annexed hereto delivered to Administrative Agent and Lenders by
   -----------
Borrower pursuant to subsection 6.1(iv).

          "Confidential Information Memorandum" means that certain Confidential
Information Memorandum relating to Borrower dated March 2002.

          "Conforming Leasehold Interest" means any Recorded Leasehold Interest
as to which the lessor has agreed in writing for the benefit of Administrative
Agent (which writing has been delivered to Administrative Agent), whether under
the terms of the applicable lease, under the terms of a Landlord Consent and
Estoppel, or otherwise, to the matters described in the definition of "Landlord
Consent and Estoppel," which interest, if a subleasehold or sub-subleasehold
interest, is not subject to any contrary restrictions contained in a superior
lease or sublease.

          "Consolidated Capital Expenditures" means, for any period, the sum of
(i) the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Borrower and
its Restricted Subsidiaries) by Borrower and its Restricted Subsidiaries during
that period that, in conformity with GAAP, are included in "additions to
property, plant or equipment" or comparable items reflected in the consolidated
statement of cash flows of Borrower and its Restricted Subsidiaries plus (ii) to
                                                                    ----
the extent not covered by clause (i) of this definition, the aggregate of all
expenditures by Borrower and its Restricted Subsidiaries during that period to
acquire (by purchase or otherwise) the business, property or fixed assets of any
Person, or the Capital Stock of any Person that, as a result of such
acquisition, becomes a Restricted Subsidiary of Borrower.

          "Consolidated EBITDA" means, for any period, the sum of the amounts
for such period of (i) Consolidated Net Income, (ii) Consolidated Interest
Expense, (iii) provisions for taxes based on income, (iv) total depreciation
expense, (v) total amortization expense, (vi) pre-opening expense, (vii) cash
dividends or other distributions actually paid to Borrower by its Unrestricted
Subsidiaries (but excluding any distributions made for the purpose of paying any
taxes arising from any equity ownership interests in such Unrestricted
Subsidiaries), (viii) management fees actually paid to Borrower by its
Unrestricted Subsidiaries, (ix) other non-recurring items reducing Consolidated
Net Income but not requiring the expenditure of cash, and (x) the Transaction
Costs, in an aggregate amount not to exceed $11,000,000 (it being

                                       8



specifically understood that such Transaction Costs shall be included in the
determination of Consolidated EBITDA for each four Fiscal Quarter period that
includes the Fiscal Quarter ending April 28, 2002), less the sum of (x) interest
                                                    ----
income, and (y) other non-recurring items increasing Consolidated Net Income but
not constituting the receipt of cash, all of the foregoing as determined on a
consolidated basis for Borrower and its Restricted Subsidiaries in conformity
with GAAP.

          "Consolidated Fixed Charges" means, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated Interest Expense
plus capitalized interest less interest income, and (ii) all mandatory principal
- ----                      ----
payments required to be made by Borrower or any of its Restricted Subsidiaries
for the succeeding twelve-month period, except that for Fiscal Quarters ending
July, 2007, October, 2007, January, 2008, and April, 2008, such amounts shall be
for the preceding twelve-month period (whether or not such payments are actually
made), all of the foregoing as determined on a consolidated basis for Borrower
and its Restricted Subsidiaries in conformity with GAAP.

          "Consolidated Interest Expense" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP) of Borrower and its Restricted Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness of Borrower and its Restricted
Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing and net
costs under Interest Rate Agreements, but excluding, however, any amounts
referred to in subsection 2.3 payable to Administrative Agent, Lead Arranger and
Lenders on or before the Effective Date.

          "Consolidated Net Income" means, for any period, the net income (or
loss) of Borrower and its Restricted Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in conformity with
GAAP; provided that there shall be excluded (i) the income (or loss) of any
      --------
Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower
or is merged into or consolidated with Borrower or any of its Restricted
Subsidiaries or that Person's assets are acquired by Borrower or any of its
Restricted Subsidiaries, and (ii) the income of any Restricted Subsidiary of
Borrower to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary.

          "Consolidated Net Total Debt" means, as at any date of determination,
an aggregate amount equal to (a) the aggregate amount of all Indebtedness of
Borrower and its Restricted Subsidiaries plus (b) the Contingent Obligations of
                                         ----
Borrower and its Restricted Subsidiaries where the primary obligation of such
Contingent Obligation constitutes Indebtedness or a makewell, keepwell or other
similar agreement (but excluding Contingent Obligations under Hedge Agreements)
less (c) the aggregate amount of Cash and Cash Equivalents of Borrower and its
- ----
Restricted Subsidiaries in excess of $65,000,000 (provided, however, that (i)
upon consummation of a sale of the Las Vegas Gaming Facilities, such amount
shall be reduced by $5,000,000 and (ii) upon consummation of a sale of the
Tunica Gaming Facilities, such amount shall be reduced by an additional
$5,000,000), in each case determined on a consolidated basis in accordance with
GAAP.

                                       9



          "Consolidated Net Worth" means, as at any date of determination, the
sum of the Capital Stock and additional paid-in capital plus retained earnings
(or minus accumulated deficits) of Borrower and its Restricted Subsidiaries on a
consolidated basis determined in conformity with GAAP, plus any amount deducted
in calculating Consolidated Net Worth that represents a non-cash write-off or
loss.

          "Consolidated Rental Payments" means, for any period, the aggregate
amount of all rents paid or payable by Borrower and its Restricted Subsidiaries
on a consolidated basis during that period under all Operating Leases (other
than Excluded Leases) to which Borrower or any of its Restricted Subsidiaries is
a party as lessee.

          "Consolidated Senior Debt" means, as at any date of determination,
Consolidated Net Total Debt less the aggregate amount of all unsecured
                            ----
Subordinated Indebtedness of Borrower and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Senior Leverage Ratio" means, as at any date of
determination, the ratio of (a) Consolidated Senior Debt as of the last day of
the Fiscal Quarter for which such determination is being made, to (b)
Consolidated EBITDA, after giving effect on a pro forma basis to any
acquisitions of any assets or any Persons pursuant to Expansion Capital
Expenditures permitted under subsection 7.8(A) and/or any Asset Sales permitted
under subsection 7.7(vi), for the consecutive four Fiscal Quarters ending on the
last day of the Fiscal Quarter for which such determination is being made.

          "Consolidated Total Leverage Ratio" means, as at any date of
determination, the ratio of (a) Consolidated Net Total Debt as of the last day
of the Fiscal Quarter for which such determination is being made, to (b)
Consolidated EBITDA, after giving effect on a pro forma basis to any
acquisitions of any assets or any Persons pursuant to Expansion Capital
Expenditures permitted under subsection 7.8(A) and/or any Asset Sales permitted
under subsection 7.7(vi), for the consecutive four Fiscal Quarters ending on the
last day of the Fiscal Quarter for which such determination is being made.

          "Contingent Obligation", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (i) with respect to
any Indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person incurring the Contingent Obligation is
to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof, (ii)
with respect to any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings, or (iii)
under Hedge Agreements. Contingent Obligations shall include (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another, including, without
limitation, any credit support agreements, makewell agreements, keepwell
agreements and any other agreements evidencing similar obligations, (b) the
obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the

                                       10



obligation of another through any agreement (contingent or otherwise) (X) to
purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise) or (Y) to maintain the solvency or any balance sheet item, level
of income or financial condition of another if, in the case of any agreement
described under subclauses (X) or (Y) of this sentence, the primary purpose or
intent thereof is as described in the preceding sentence. The amount of any
Contingent Obligation shall be equal to the amount of the obligation so
guaranteed or otherwise supported or, if less, the amount to which such
Contingent Obligation is specifically limited. The obligations so guaranteed or
otherwise supported (if other than Indebtedness), including, without limitation,
guarantees of minimum room rates or occupancy levels, shall be in form and
substance satisfactory to Administrative Agent.

          "Contractual Obligation", as applied to any Person, means any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

          "Co-Syndication Agents" has the meaning assigned to that term in the
introduction to this Agreement.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement, futures contract, option contract, synthetic cap or other
similar agreement or arrangement to which Borrower or any of its Subsidiaries is
a party.

          "Cripple Creek Land" means the real property owned or leased by
Borrower in Cripple Creek, Colorado, as of the Effective Date.

          "Davenport Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in
Davenport, Iowa.

          "Deposit Account" means a demand, time, savings, passbook, brokerage
or similar account maintained with a Person or securities intermediary engaged
in the business of banking, including a savings bank, savings and loan
association, credit union or trust company.

          "Deposit Account Control Agreements" means the Deposit Account Control
Agreements executed and delivered by Borrower and the depository banks at which
certain Deposit Accounts are maintained, each substantially in the form of
Exhibit XVI annexed hereto.
- -----------

          "Discontinued Assets" means the following assets held for sale by
Borrower or its Subsidiaries as of the Effective Date: (i) the Biloxi Belle
barge (Official No. 1023166) and the Diamond Lady riverboat (Official No.
972893); (ii) the Lucky Seven barge (Official No. 175417), the barge with vessel
number 511360, the barge GT-114 (Official No. 294207), the barge GT-220
(Official No. 275343), the MV President boat (Official No. 223580) and the barge
C-202 (Official No. 254357); (iii) certain gaming equipment valued at less than
$250,000; (iv) the partially completed riverboat with Service Marine Hull No.
172; (v) the Las Vegas Gaming Facilities, (vi) the Tunica Gaming Facilities,
(vii) Capital Stock of Gemini, Inc. and LL Holding

                                       11



Corporation and (viii) the property commonly known as the "Black Hawk Hotel"
located at 200 East Third Street, Davenport, Iowa.

          "Dollars" and the sign "$" mean the lawful money of the United States
of America.

          "Effective Date" means the date on or before April 26, 2002 on which
the conditions precedent set forth in Section 4.1 hereof shall have been
satisfied or waived.

          "Effective Date Mortgaged Property" has the meaning assigned to that
term in subsection 4.1H(i).

          "Effective Date Mortgages" has the meaning assigned to that term in
subsection 4.1H(i).

          "Eligible Assignee" means a Person that is (I) to the extent required
under applicable Gaming Laws, registered or licensed with, approved or found
suitable by, or not disapproved, denied a license or approval or found
unsuitable by (whichever may be required under applicable Gaming Laws), any
applicable Gaming Authorities, and (II)(A) (i) a commercial bank organized under
the laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof (provided that (x) such bank is
                                            --------
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country); and (iv) any other entity which is an "accredited investor" (as
defined in Regulation D under the Securities Act) which extends credit or buys
loans as one of its businesses including insurance companies, mutual funds,
lease financing companies and investment funds; (B) a Lender or an Affiliate of
a Lender; (C) any Approved Fund; or (D) any other Person (other than a natural
Person) approved by (1) Administrative Agent, (2) in the case of any assignment
of a Revolving Loan, Issuing Lender, and (3) the Borrower unless (x) such Person
is taking delivery of an assignment in connection with physical settlement of a
credit derivatives transaction or (y) an Event of Default or Potential Event of
Default has occurred and is continuing (each such approval not to be
unreasonably withheld or delayed); provided that no Affiliate of Borrower shall
                                   --------
be an Eligible Assignee.

          "Employee Benefit Plan" means any "employee benefit plan" as defined
in Section 3(3) of ERISA which is or was maintained or contributed to by
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

          "Environmental Claim" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

                                       12



          "Environmental Laws" means any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of Government Authorities
relating to (i) environmental matters, including those relating to any Hazardous
Materials Activity, (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Borrower or any of its Subsidiaries or
any Facility, including the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C.Section 9601 et seq.), the Hazardous Materials
                                         -- ---
Transportation Act (49 U.S.C.Section 1801 et seq.), the Resource Conservation
                                          -- ---
and Recovery Act (42 U.S.C.Section 6901 et seq.), the Federal Water Pollution
                                        -- ---
Control Act (33 U.S.C.Section 1251 et seq.), the Clean Air Act (42 U.S.C.Section
                                   -- ---
7401 et seq.), the Toxic Substances Control Act (15 U.S.C.Section 2601 et seq.),
     -- ---                                                            -- ---
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.Section 136 et
                                                                            --
seq.), the Occupational Safety and Health Act (29 U.S.C.Section 651 et seq.),
- ---                                                                 -- ---
the Oil Pollution Act (33 U.S.C.Section 2701 et seq.) and the Emergency Planning
                                             -- ---
and Community Right-to-Know Act (42 U.S.C.Section 11001 et seq.), each as
                                                        -- ---
amended or supplemented, any analogous present or future state or local statutes
or laws, and any regulations promulgated pursuant to any of the foregoing.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.

          "ERISA Affiliate" means, as applied to any Person, (i) any corporation
that is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) that is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member. Any former ERISA Affiliate of Borrower or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or
such Subsidiary within the meaning of this definition with respect to the period
such entity was an ERISA Affiliate of Borrower or such Subsidiary and with
respect to liabilities arising after such period for which Borrower or such
Subsidiary could be liable under the Internal Revenue Code or ERISA.

          "ERISA Event" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of

                                       13



any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of
ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension
Plan, or the occurrence of any event or condition which might constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (vi) the imposition of liability on Borrower, any
of its Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates in a complete or partial withdrawal
(within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer
Plan if there is any potential liability therefor, or the receipt by Borrower,
any of its Subsidiaries or any of their respective ERISA Affiliates of notice
from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act
or omission which could give rise to the imposition on Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates of fines, penalties,
taxes or related charges under Chapter 43 of the Internal Revenue Code or under
Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of
any Employee Benefit Plan; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended
to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien
pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
pursuant to ERISA with respect to any Pension Plan.

          "Event of Default" means each of the events set forth in Section 8.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

          "Excluded Guarantors" means collectively, Isle of Capri Casino
Colorado, Inc., a Colorado corporation, and PPI, Inc., a Florida corporation.

          "Excluded Leases" means the leases set forth on Schedule 1.1(a)
                                                          ---------------
annexed hereto, such leases to include (i) all leases existing as of the
Effective Date under which Borrower or any of its Restricted Subsidiaries is a
lessee, and (ii) all leases replacing any of the foregoing. In the case of (ii),
such leases and the rental payments in respect of such leases shall be
reasonably satisfactory to Administrative Agent.

          "Existing Credit Agreement" means that certain Amended and Restated
Credit Agreement, dated as of March 2, 2000, by and among Borrower, the lenders
party thereto, the agents party thereto, and Administrative Agent.

          "Existing Letters of Credit" means all outstanding Letters of Credit
issued under the Existing Credit Agreement.

                                       14



          "Existing Loan Documents" has the meaning assigned to that term in the
recitals to this Agreement.

          "Existing Subordinated Note Indenture" means the indenture pursuant to
which the $390,000,000 in aggregate principal amount of 8-3/4% Subordinated
Notes due 2009 of Borrower were issued, as amended in accordance with the terms
of subsection 7.15.

          "Expansion Capital Expenditures" means any Consolidated Capital
Expenditures by Borrower or any of its Subsidiaries which are made with respect
to any Related Business that is, or after giving effect to such expenditures
will be, (a) owned by Borrower or any of its Subsidiaries, or (b) which further
expands or enhances any Gaming Facility owned, leased, operated or used by
Borrower or any of its Subsidiaries existing or under construction as of the
Effective Date and which is not properly characterized as a Maintenance Capital
Expenditure.

          "Facilities" means any and all real property (including all buildings,
fixtures or other improvements located thereon and all Gaming Facilities) now,
hereafter or heretofore owned, leased, operated or used by Borrower or any of
its Subsidiaries or any of their respective predecessors or Affiliates.

          "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

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

          "Financial Plan" has the meaning assigned to that term in subsection
6.1(xiii).

          "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Permitted Encumbrances which as a matter of statutory law have priority
over any other Lien irrespective of the prior perfection or filing of such other
Lien and, with respect to ships, barges and other vessels, Permitted Priority
Maritime Liens) and (ii) such Lien is the only Lien (other than Liens permitted
pursuant to subsection 7.2) to which such Collateral is subject.

          "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

          "Fiscal Year" means the fiscal year of Borrower and its Subsidiaries
as determined on the basis of a four consecutive Fiscal Quarter period ending on
the last Sunday in April where (x) in the case of every Fiscal Year other than
2006, each such Fiscal Quarter consists of two four-week monthly periods and one
five-week monthly period or thirteen total

                                       15



weeks for each such Fiscal Quarter and such Fiscal Year shall consist of a total
of fifty-two weeks, and (y) in the case of the 2006 Fiscal Year, each of the
first three such Fiscal Quarters shall be for a period of thirteen total weeks
and the last such Fiscal Quarter shall be for a period of fourteen total weeks
consisting of one four-week monthly period and two five-week monthly periods and
such Fiscal Year shall consist of a total of fifty-three weeks.

          "Flood Hazard Property" means a Mortgaged Property located in an area
designated by the Federal Emergency Management Agency as having special flood or
mud slide hazards.

          "Funding Date" means the date of the funding of a Loan.

          "GAAP" means, subject to the limitations on the application thereof
set forth in subsection 1.2, generally accepted accounting principles set forth
in opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

          "Gaming Authority" means any Government Authority that holds
regulatory, licensing or permit authority over gambling, gaming or Gaming
Facility activities conducted by Borrower or any of its Subsidiaries within its
jurisdiction.

          "Gaming Authorizations" means any and all Governmental Authorizations
(i) necessary to enable Borrower or any of its Subsidiaries to engage in the
casino, gambling or gaming business or otherwise continue to conduct its
business as it is conducted on the Effective Date, or (ii) required by any
Gaming Authority or under any Gaming Law.

          "Gaming Facility" means any gaming establishment and other property or
assets directly ancillary thereto or used in connection therewith, including,
without limitation, any casinos, hotels, resorts, race tracks, theaters, parking
facilities, recreational vehicle parks, timeshare operations, retail shops,
restaurants, other buildings, land, golf courses and other recreation and
entertainment facilities, marinas, vessels, barges, ships and related equipment.

          "Gaming Laws" means all statutes, rules, regulations, ordinances,
codes, administrative or judicial orders or decrees or other laws pursuant to
which any Gaming Authority possesses regulatory, licensing or permit authority
over gambling, gaming or Gaming Facility activities conducted by Borrower or any
of its Subsidiaries within its jurisdiction.

          "Governing Body" means the board of directors or other body having the
power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.

          "Government Authority" means any governmental or regulatory body,
agency, commission, central bank, board, bureau, department, office, organ or
instrumentality, any court, and any political subdivision or department thereof,
in each case whether federal, state, local or foreign, including any Gaming
Authority.

                                       16



          "Governmental Authorization" means any permit, license, authorization,
approval, plan, directive, consent order or consent decree of or from any
federal, state or local court or Government Authority (including any Gaming
Authority).

          "Hazardous Materials" means (i) any chemical, material or substance at
any time defined in any Environmental Law or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials", "extremely
hazardous waste", acutely hazardous waste", "radioactive waste", "biohazardous
waste", "pollutant", "toxic pollutant", "contaminant", "restricted hazardous
waste", "infectious waste", "toxic substances", or any other term or expression
intended to define, list or classify substances by reason of properties harmful
to health, safety or the indoor or outdoor environment (including harmful
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws); (ii) any oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any asbestos-containing materials; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing polychlorinated biphenyls; (ix) pesticides; and (x) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any Government Authority or which may or could pose a hazard to the
health and safety of the owners, occupants or any Persons in the vicinity of any
Facility or to the indoor or outdoor environment.

          "Hazardous Materials Activity" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

          "Hedge Agreement" means (i) any Interest Rate Agreement designed to
hedge against fluctuations in interest rates, (ii) any Currency Agreement
designed to hedge against fluctuations in currency values, and (iii) any other
agreement or arrangement to which Borrower or any of its Subsidiaries is a party
which hedges against or is based upon fluctuations in the value of the equity
Securities of any Person, or any equity forward agreements or similar agreements
or arrangements.

          "ICBH" means Isle of Capri Black Hawk L.L.C., a Colorado limited
liability company.

          "Increasing Lender" has the meaning assigned to that term in
subsection 2.1A(iii).

          "Indebtedness", as applied to any Person, means, without duplication,
(i) all indebtedness for borrowed money, (ii) that portion of obligations with
respect to Capital Leases that is properly classified as a liability on a
balance sheet in conformity with GAAP, (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing

                                       17



obligations for borrowed money, (iv) any obligation owed for all or any part of
the deferred purchase price of property or services (excluding any such
obligations incurred under ERISA), which purchase price is (a) due more than six
months from the date of incurrence of the obligation in respect thereof or (b)
evidenced by a note or similar written instrument, (v) all indebtedness secured
by any Lien on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person
or is nonrecourse to the credit of that Person, (vi) the principal balance
outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, and (vii)
the Indebtedness, other than any Non-Recourse Debt, of any partnership or
unincorporated joint venture (specifically excluding any limited liability
company) in which such Person is a general partner or a joint venturer, and
(viii) all Contingent Obligations of such Person in respect of the foregoing.
Obligations under Interest Rate Agreements and Currency Agreements constitute
(1) in the case of Hedge Agreements, Contingent Obligations, and (2) in all
other cases, Investments, and in neither case constitute Indebtedness. For the
avoidance of doubt, the Excluded Leases are not Indebtedness.

          "Indemnitee" has the meaning assigned to that term in subsection 10.3.

          "Intellectual Property" means all patents, patent rights, patent
applications, licenses, inventions, trade secrets, trademarks, tradenames,
service marks, copyrights, technology, software, know-how and proprietary
techniques (including processes and substances) used in or necessary for the
conduct of the business of Borrower and its Subsidiaries as currently conducted
that are material to the condition (financial or otherwise), business or
operations of Borrower and its Subsidiaries, taken as a whole.

          "Interest Payment Date" means (i) with respect to any Base Rate Loan,
the last Business Day of each March, June, September and December of each year,
commencing on the first such date to occur after the Effective Date, and (ii)
with respect to any LIBOR Loan, the last day of each Interest Period applicable
to such Loan; provided that in the case of each Interest Period of six months,
              --------
the term "Interest Payment Date" shall also include the date that is three
months after the commencement of such Interest Period.

          "Interest Period" has the meaning assigned to that term in subsection
2.2B.

          "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Borrower or any of its Subsidiaries is a
party.

          "Interest Rate Determination Date" means, with respect to any Interest
Period, the second Business Day prior to the first day of such Interest Period.

          "Internal Revenue Code" means the Internal Revenue Code of 1986.

          "Investment" means (i) any direct or indirect purchase or other
acquisition by Borrower or any of its Restricted Subsidiaries of, or of a
beneficial interest in, any Securities of any other Person (including any
Subsidiary of Borrower), (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Restricted Subsidiary of
Borrower from any Person other than Borrower or any of its Restricted
Subsidiaries, of any equity

                                       18



Securities of such Subsidiary, (iii) any direct or indirect loan, advance (other
than advances to employees for moving, entertainment and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Borrower or any of its Restricted Subsidiaries to any
other Person (other than a wholly-owned domestic Restricted Subsidiary of
Borrower), including all Indebtedness and accounts receivable from that other
Person that are not current assets or did not arise from sales to that other
Person in the ordinary course of business, or (iv) Interest Rate Agreements not
constituting Hedge Agreements. The amount of any Investment shall be the excess
of (x) the original cost of such Investment plus (y) the cost of all additions
                                            ----
thereto, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment, over (z)
the aggregate amount of all distributions of Cash or Cash Equivalents
constituting a return of capital on such Investment.

          "IP Collateral" means the Collateral consisting of Intellectual
Property under the Security Agreement.

          "Issuing Lender" has the meaning assigned to that term in the
introduction to this Agreement and also means any Lender that agrees or is
otherwise obligated to issue a Letter of Credit, determined as provided in
subsection 3.1B(ii).

          "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
                                                                    --------
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

          "Kansas City Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in Kansas
City, Missouri.

          "Lake Charles Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in Westlake
(near Lake Charles), Louisiana.

          "Lake Charles Leasehold Property" means the approximately 16.25 acres
of Leasehold Property leased in Calcasieu Parish, Louisiana, and used in
connection with the Isle of Capri Casino and Hotel located at the Lake Charles
Gaming Facilities.

          "Landlord Consent and Estoppel" means (x) with respect to any
Leasehold Property (other than the Biloxi Leasehold Property and the Lake
Charles Leasehold Property), a letter, certificate or other instrument in
writing from the lessor under the related lease, satisfactory in form and
substance to Administrative Agent, pursuant to which such lessor agrees, for the
benefit of Administrative Agent, (i) that without any further consent of such
lessor or any further action on the part of the Loan Party holding such
Leasehold Property, such Leasehold Property may be encumbered pursuant to a
Mortgage and may be assigned to the purchaser at a foreclosure sale or in a
transfer in lieu of such a sale (and to a subsequent third party assignee if
Administrative Agent, any Lender, or an Affiliate of either so acquires such
Leasehold Property), (ii) that such lessor shall not terminate such lease as a
result of a default by such Loan Party thereunder without first giving
Administrative Agent notice of such default and

                                       19



at least 60 days (or, if such default cannot reasonably be cured by
Administrative Agent within such period, such longer period as may reasonably be
required) to cure such default, and (iii) to such other matters relating to such
Leasehold Property as Administrative Agent may reasonably request, and (y) with
respect to the Biloxi Leasehold Property and the Lake Charles Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, in each case in form and substance reasonably
satisfactory to Administrative Agent.

          "Las Vegas Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in Las
Vegas, Nevada.

          "LC Reimbursement Amount" has the meaning assigned to such term in
subsection 3.3B.

          "Lead Arranger" has the meaning assigned to that term in the
introduction to this Agreement.

          "Leasehold Property" means any leasehold interest of any Loan Party as
lessee under any lease of real property.

          "Lender" and "Lenders" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1; provided that the term
                                                   --------
"Lenders", when used in the context of a particular Commitment, means Lenders
having that Commitment.

          "Letter of Credit" or "Letters of Credit" means Standby Letters of
Credit issued or to be issued by Issuing Lenders for the account of Borrower
pursuant to subsection 3.1.

          "Letter of Credit Usage" means, as at any date of determination, the
sum of (i) the maximum aggregate amount that is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
                                                                          ----
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed by Borrower in any manner, either
directly or out of the proceeds of Revolving Loans pursuant to subsection 3.3B.

          "LIBOR Loans" means Loans bearing interest at rates determined by
reference to Adjusted LIBOR as provided in subsection 2.2A.

          "License Revocation" means the revocation, failure to renew or
suspension of, or the appointment of a receiver, supervisor or similar official
with respect to, any Gaming Authorization or other casino, gambling or gaming
license issued by any Gaming Authority covering any Gaming Facility or other
gaming facility owned, leased, operated or used by Borrower or any of its
Subsidiaries.

          "Lien" means any lien, mortgage, ship mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

                                       20



          "Loan" or "Loans" means one or more of the Term Loans or Revolving
Loans or any combination thereof.

          "Loan Documents" means this Agreement, the Notes, the Letters of
Credit (and any applications for, or reimbursement agreements or other documents
or certificates executed by Borrower in favor of an Issuing Lender relating to,
the Letters of Credit), the Subsidiary Guaranty and the Collateral Documents.

          "Loan Party" means each of Borrower and any of Borrower's Subsidiaries
from time to time executing a Loan Document, and "Loan Parties" means all such
Persons, collectively.

          "Lula Gaming Facilities" means the Gaming Facilities owned, leased,
operated or used by Borrower or its Restricted Subsidiaries in Coahoma County,
Mississippi.

          "Maintenance Capital Expenditures" means any Consolidated Capital
Expenditures by Borrower or any of its Subsidiaries that are made to maintain,
restore or refurbish the condition or usefulness of property of Borrower or any
of its Subsidiaries, or otherwise to support the continuation of such Person's
day-to-day operations as then conducted, but that are not properly chargeable to
repairs and maintenance in accordance with GAAP; provided, however, that such
                                                 --------  -------
term shall not include any Consolidated Capital Expenditures to restore the
condition or usefulness of property to the extent funded from Net
Insurance/Condemnation Proceeds delivered to Borrower or any of its Subsidiaries
in accordance with the terms of the Loan Documents.

          "Margin Determination Certificate" means an Officer's Certificate of
Borrower delivered (a) with respect to each Fiscal Quarter (other than each
fourth Fiscal Quarter), with the financial statements required pursuant to
subsection 6.1(ii), and (b) with respect to each fourth Fiscal Quarter, within
50 days after the last day of such fourth Fiscal Quarter, setting forth in
reasonable detail the Consolidated Total Leverage Ratio which is applicable as
of the last day of the fiscal period for which such financial statements and
Officer's Certificate are being delivered; provided that each Margin
                                           --------
Determination Certificate to be delivered pursuant to subdivision (a) above
shall be included as part of the Compliance Certificate for each such Fiscal
Quarter.

          "Margin Reset Date" means each January 1, April 1, July 1 and October
1 of each year, commencing on July 1, 2002.

          "Margin Stock" has the meaning assigned to that term in Regulation U
of the Board of Governors of the Federal Reserve System as in effect from time
to time.

          "Marquette Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in
Marquette, Iowa, including the vessel Miss Marquette having Official No. 950558,
built in 1989 at Freeport, Florida.

          "Material Adverse Effect" means (i) a material adverse effect upon the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Borrower and its

                                       21



Subsidiaries taken as a whole or (ii) the impairment of the ability of Borrower
and its Subsidiaries taken as a whole to perform, or of Administrative Agent or
Lenders to enforce, the Obligations.

          "Material Contract" means any contract, indenture, mortgage, deed of
trust, understanding, agreement, instrument or other arrangement, whether
written or oral, to which Borrower or any of its Subsidiaries is a party (other
than the Loan Documents), for which breach, nonperformance, cancellation or
failure to renew could reasonably be expected to result in a Material Adverse
Effect.

          "Material Leasehold Property" means a Leasehold Property reasonably
determined by Administrative Agent to be of material value as Collateral or of
material importance to the operations of Borrower or any of its Restricted
Subsidiaries.

          "Material Subsidiary" means each Subsidiary of Borrower now existing
or hereafter acquired or formed by Borrower which, on a consolidated basis for
such Subsidiary and its Subsidiaries, (i) for the most recent Fiscal Year
accounted for more than 2.5% of the consolidated revenues of Borrower and its
Subsidiaries or (ii) as at the end of such Fiscal Year, was the owner of more
than 2.5% of the consolidated assets of Borrower and its Subsidiaries.

          "Moody's" means Moody's Investor Services, Inc.

          "Mortgage" means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Loan Party, substantially in the form of Exhibit XIV annexed hereto or in
                                             -----------
such other form as may be approved by Administrative Agent in its reasonable
discretion, in each case with such changes thereto as may be reasonably
recommended by Administrative Agent's or Borrower's local counsel based on local
laws or customary local mortgage or deed of trust practices, or (ii) at
Administrative Agent's option, in the case of an Additional Mortgaged Property,
an amendment to an existing Mortgage, in form reasonably satisfactory to
Administrative Agent, adding such Additional Mortgaged Property to the Real
Property Assets encumbered by such existing Mortgage. "Mortgages" means all such
instruments, including the Effective Date Mortgages and any Additional
Mortgages, collectively.

          "Mortgaged Property" means an Effective Date Mortgaged Property or an
Additional Mortgaged Property.

          "Multiemployer Plan" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

          "Natchez Gaming Facilities" means the Gaming Facilities owned, leased,
operated or used by Borrower or its Restricted Subsidiaries in the City of
Natchez, Adams County, Mississippi.

          "Net Asset Sale Proceeds" means, with respect to any Asset Sale, Cash
payments (including any Cash received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the

                                       22



date of such Asset Sale as a result of any gain recognized in connection with
such Asset Sale, (ii) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale, and (iii) any
reasonable brokerage fees, commissions and other similar expenses relating to
such Asset Sale.

          "Net Debt Proceeds" means the Cash proceeds (net of underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses) from the incurrence of
Indebtedness by Borrower or any of its Subsidiaries.

          "Net Insurance/Condemnation Proceeds" means any Cash payments or
proceeds received by Borrower or any of its Subsidiaries (i) under any business
interruption or casualty insurance policy in respect of a covered loss
thereunder or (ii) as a result of the taking of any assets of Borrower or any of
its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual and reasonable documented costs incurred by Borrower or any of its
Subsidiaries in connection with the adjustment or settlement of any claims of
Borrower or such Subsidiary in respect thereof.

          "Net Proceeds Amount" has the meaning assigned to that term in
subsection 2.4B(iii)(d).

          "New Lender" has the meaning assigned to that term in subsection
2.1A(iii).

          "New Subordinated Note Indenture" means the indenture pursuant to
which the $200,000,000 in aggregate principal amount of Subordinated Notes due
2012 of Borrower were issued, as such indenture may be amended from time to time
to the extent permitted under subsection 7.15B.

          "Non-Recourse Debt" means Indebtedness (i) as to which neither
Borrower nor any of its Restricted Subsidiaries (a) provides any guarantee or
credit support of any kind (including any undertaking, guarantee, indemnity,
keepwell or makewell agreement or instrument that would constitute Indebtedness)
or (b) is directly or indirectly liable (as a guarantor or otherwise), and (ii)
no default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other Indebtedness
of Borrower or any of its Restricted Subsidiaries to declare a default under
such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity.

          "Non-US Lender" has the meaning assigned to that term in subsection
2.7B(iii)(a).

          "Notes" means one or more of the Term Notes or Revolving Notes or any
combination thereof.

                                       23



          "Notice of Borrowing" means a notice substantially in the form of
Exhibit I annexed hereto delivered by Borrower to Administrative Agent pursuant
to subsection 2.1B with respect to a proposed borrowing.

          "Notice of Conversion/Continuation" means a notice substantially in
the form of Exhibit II annexed hereto delivered by Borrower to Administrative
            ----------
Agent pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans specified therein.

          "Notice of Issuance of Letter of Credit" means a notice substantially
in the form of Exhibit III annexed hereto delivered by Borrower to
               -----------
Administrative Agent pursuant to subsection 3.1B(i) with respect to the proposed
issuance of a Letter of Credit.

          "Obligations" means all obligations of every nature of each Loan Party
from time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal, interest, reimbursement of amounts drawn
under Letters of Credit, fees, expenses, indemnification or otherwise, whether
contingent, direct or otherwise, including post-petition interest on such
amounts accruing subsequent to, and interest that would have accrued but for,
the commencement of a proceeding under the Bankruptcy Code (whether or not such
interest is allowed as a claim in such proceeding).

          "Officer" means the president, chief executive officer, general
counsel, general manager, controller, a vice president, chief financial officer,
treasurer, general partner (if an individual), managing member (if an
individual) or other individual appointed by the Governing Body or the
Organizational Documents of a corporation, partnership, trust or limited
liability company to serve in a similar capacity as the foregoing.

          "Officer's Certificate," as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

          "Operating Lease" as applied to any Person, means any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) that is not a Capital Lease, other than any
such lease under which that Person is the lessor.

          "Original Closing Date" means April 23, 1999.

          "Organizational Documents" means the documents (including bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership, trust
or limited liability company is organized.

          "Participant" means a purchaser of a participation in the rights and
obligations of a Lender under this Agreement pursuant to subsection 10.1C.

                                       24



          "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

          "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

          "Permitted Acquisition" means an acquisition of hotel and casino
assets or substantially all of the Capital Stock of any Person where (i) the
acquired Person is in a Related Business or the assets so acquired are to be
used in a Related Business, (ii) after giving effect to such transaction, the
Revolving Loan Commitments minus the Total Utilization of Revolving Loan
Commitments is not less than $50,000,000, (iii) Borrower or any Subsidiary
Guarantor is the surviving entity, (iv) a description of the acquisition shall
have been delivered to Administrative Agent prior to the consummation of the
acquisition (and Administrative Agent shall deliver a copy to any Lender who
requests a copy), (v) Borrower shall have delivered to Administrative Agent
copies of the most recent financial statements (audited, if available) of the
acquired Person, together with any other information that Administrative Agent
may reasonably request (and Administrative Agent shall deliver a copy to any
Lender who requests a copy), and (vi) no Potential Event of Default or Event of
Default shall have occurred or be continuing both before and after giving effect
to the acquisition.

          "Permitted Encumbrances" means the following types of Liens (excluding
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or by ERISA, any such Lien relating to or imposed in connection
with any Environmental Claim, and any such Lien expressly prohibited by any
applicable terms of any of the Collateral Documents):

          (i) Liens for taxes, assessments or governmental charges or claims the
     payment of which is not, at the time, required by subsection 6.3;

          (ii) statutory Liens of landlords, statutory Liens of banks and rights
     of set-off, statutory Liens of carriers, warehousemen, mechanics,
     repairmen, workmen and materialmen, and other Liens imposed by law, in each
     case incurred in the ordinary course of business (a) for amounts not yet
     overdue or (b) for amounts that are overdue and that (in the case of any
     such amounts overdue for a period in excess of 5 days) are being contested
     in good faith by appropriate proceedings, so long as (1) such reserves or
     other appropriate provisions, if any, as shall be required by GAAP shall
     have been made for any such contested amounts, and (2) in the case of a
     Lien with respect to any portion of the Collateral, such contest
     proceedings conclusively operate to stay the sale of any portion of the
     Collateral on account of such Lien;

          (iii) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, or to secure the performance of
     tenders, statutory obligations, surety and appeal bonds, bids, leases,
     government contracts, trade contracts, performance and return-of-money
     bonds and other similar obligations (exclusive of obligations for the
     payment of borrowed money), so long as no foreclosure, sale or similar
     proceedings have been commenced with respect to any portion of the
     Collateral on account thereof;

                                       25



          (iv) any attachment or judgment Lien not constituting an Event of
     Default under subsection 8.8;

          (v) leases or subleases granted to third parties in accordance with
     any applicable terms of the Collateral Documents and not interfering in any
     material respect with the ordinary conduct of the business of Borrower or
     any of its Subsidiaries or resulting in a material diminution in the value
     of any Collateral as security for the Obligations;

          (vi) easements, rights-of-way, navigational servitudes, restrictions,
     encroachments, and other minor defects or irregularities in title, in each
     case which do not and will not interfere in any material respect with the
     ordinary conduct of the business of Borrower or any of its Subsidiaries or
     result in a material diminution in the value of any Collateral as security
     for the Obligations;

          (vii) any (a) interest or title of a lessor or sublessor under any
     lease permitted by subsection 7.9, (b) restriction or encumbrance that the
     interest or title of such lessor or sublessor may be subject to, or (c)
     subordination of the interest of the lessee or sublessee under such lease
     to any restriction or encumbrance referred to in the preceding clause (b),
     so long as the holder of such restriction or encumbrance agrees to
     recognize the rights of such lessee or sublessee under such lease;

          (viii) Liens arising from filing UCC financing statements relating
     solely to leases permitted by this Agreement;

          (ix) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (x) any zoning or similar law or right reserved to or vested in any
     governmental office or agency to control or regulate the use of any real
     property;

          (xi) Liens securing obligations (other than obligations representing
     Indebtedness for borrowed money) under operating, reciprocal easement or
     similar agreements entered into in the ordinary course of business of
     Borrower and its Subsidiaries;

          (xii) licenses of patents, trademarks and other intellectual property
     rights granted by Borrower or any of its Subsidiaries in the ordinary
     course of business and not interfering in any material respect with the
     ordinary conduct of the business of Borrower or such Subsidiary; and

          (xiii) Permitted Priority Maritime Liens.

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

                                       26



          "Permitted Priority Maritime Liens" means maritime Liens on ships,
barges or other vessels for wages of a stevedore, when employed directly by a
Person listed in 46 U.S.C. Section 31341, crew's wages, salvage and general
average, whether now existing or hereafter arising and other maritime Liens
which arise by operation of law during the normal operations of such ships,
barges or other vessels which (a) are paid in the ordinary course of business,
and (b) have not been recorded on the General Index or Abstract of Title
(U.S.C.G. 1332) of such ships, barges or other vessels or judicially asserted.

          "Person" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

          "Pledged Collateral" means, collectively, the "Pledged Collateral" as
defined in the Security Agreement.

          "Pompano Park" means the Gaming Facilities owned, leased, operated or
used by Borrower and its Subsidiaries in Pompano Beach, Florida.

          "Potential Event of Default" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

          "Proceedings" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

          "Pro Rata Share" means

          (i) with respect to all payments, computations and other matters
     relating to the Term Loan Commitment or the Term Loan of any Lender, the
     percentage obtained by dividing (x) the Term Loan Exposure of that Lender
                            --------
     by (y) the aggregate Term Loan Exposure of all Lenders;
     --

          (ii) with respect to all payments, computations and other matters
     relating to the Revolving Loan Commitment or the Revolving Loans of any
     Lender or any Letters of Credit issued or participations therein purchased
     by any Lender, the percentage obtained by dividing (x) the Revolving Loan
                                               --------
     Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all
                             --
     Lenders; and

          (v) for all other purposes with respect to each Lender, the percentage
     obtained by dividing (x) the sum of the Term Loan Exposure of that Lender
                 --------
     plus the Revolving Loan Exposure of that Lender by (y) the sum of the
     ----                                            --
     aggregate Term Loan Exposure of all Lenders and the aggregate Revolving
     Loan Exposure of all Lenders, in any such case as the applicable percentage
     may be adjusted by assignments permitted pursuant to subsection 10.1.

                                       27



          "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Administrative Agent, desirable in order to create or perfect Liens on any IP
Collateral.

          "Real Estate Options" means (a) all options held by Borrower, directly
or indirectly, on the Effective Date, and (b) all options acquired by Borrower,
directly or indirectly, after the Effective Date, in each case to purchase or
lease land with an aggregate cost to Borrower and its Restricted Subsidiaries
not to exceed $5,000,000.

          "Real Property Asset" means, at any time of determination, any
interest then owned by any Loan Party in any real property.

          "Recorded Leasehold Interest" means a Leasehold Property with respect
to which a Record Document (as hereinafter defined) has been recorded in all
places necessary or desirable, in Administrative Agent's reasonable judgment, to
give constructive notice of such Leasehold Property to third-party purchasers
and encumbrancers of the affected real property. For purposes of this
definition, the term "Record Document" means, with respect to any Leasehold
Property, (a) the lease evidencing such Leasehold Property or a memorandum
thereof, executed and acknowledged by the owner of the affected real property,
as lessor, or (b) if such Leasehold Property was acquired or subleased from the
holder of a Recorded Leasehold Interest, the applicable assignment or sublease
document, executed and acknowledged by such holder, in each case in form
sufficient to give such constructive notice upon recordation and otherwise in
form reasonably satisfactory to Administrative Agent.

          "Reference Rate" means the rate that CIBC announces from time to time
as its prime lending rate, as in effect from time to time. The Reference Rate is
a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. CIBC or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Reference Rate.

          "Refinancing" has the meaning assigned to such term in the recitals to
this Agreement.

          "Register" has the meaning assigned to that term in subsection 2.1D.

          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Reimbursement Date" has the meaning assigned to that term in
subsection 3.3B.

          "Related Businesses" means the gaming businesses (including
pari-mutuel betting) conducted by Borrower and its Subsidiaries as of the
Effective Date and any and all reasonably related businesses necessary for, in
support or anticipation of and ancillary to or in preparation for, the gaming
businesses, including without limitation, the development, expansion or
operation of any Gaming Facility (including any land-based, dockside, riverboat
or other type of Gaming Facility).

                                       28



          "Release" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

          "Requisite Lenders" means Lenders having or holding more than 50% of
the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate
                                                           ----
Revolving Loan Exposure of all Lenders.

          "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of Borrower or any of its Subsidiaries now or hereafter
outstanding, except (x) a dividend payable solely in shares of that class of
stock to the holders of that class, or (y) a dividend payable to Borrower by any
of its Subsidiaries, (ii) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of Capital Stock of Borrower or any of its Subsidiaries now
or hereafter outstanding, (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of Capital Stock of Borrower or any of its Subsidiaries now
or hereafter outstanding, and (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance
(including in substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness.

          "Restricted Subsidiary" means any Subsidiary of Borrower other than an
Unrestricted Subsidiary.

          "Revolving Lenders" means the Lenders that have Revolving Loan
Commitments or that have Revolving Loans outstanding, together with their
successors and permitted assigns pursuant to subsection 10.1.

          "Revolving Loan Commitment" means the commitment of a Lender to make
Revolving Loans to Borrower pursuant to subsection 2.1A(ii), and "Revolving Loan
Commitments" means such commitments of all Lenders in the aggregate.

          "Revolving Loan Commitment Termination Date" means April 26, 2007.

          "Revolving Loan Exposure" means, with respect to any Lender as of any
date of determination, (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Lender plus (b) if
                                                                   ----
that Lender is an Issuing Lender, the aggregate Letter of Credit Usage in
respect of all Letters of Credit issued by that Lender (in each case net of any
participations purchased by other Lenders in such Letters of Credit or any
unreimbursed drawings thereunder) plus (c) the aggregate amount of all
                                  ----
participations purchased by that Lender in any outstanding Letters of Credit or
any unreimbursed drawings under any Letters of Credit.

                                       29



          "Revolving Loans" means the Loans made by Lenders to Borrower pursuant
to subsection 2.1A(ii).

          "Revolving Notes" means (i) the promissory notes of Borrower issued
pursuant to subsection 2.1E on or after the Effective Date, (ii) any promissory
notes of Borrower issued pursuant to the last paragraph of subsection 2.1E
relating to any increase in Revolving Loan Commitments made pursuant to
subsection 2.1A(iii), and (iii) any promissory notes issued by Borrower pursuant
to the last sentence of subsection 10.1B(i) in connection with assignments of
the Revolving Loan Commitments and Revolving Loans of any Lenders, in each case
substantially in the form of Exhibit V annexed hereto.
                             ---------

          "Security Agreement" means the Amended and Restated Security Agreement
executed and delivered by each of the Loan Parties (other than an Excluded
Guarantor) on the Effective Date, substantially in the form of Exhibit XIII
                                                               ------------
annexed hereto.

          "Securities" means any stock, shares, partnership interests,
membership interests, voting trust certificates, certificates of interest or
participation in any profit-sharing agreement or arrangement, options, warrants,
bonds, debentures, notes, or other evidences of indebtedness, secured or
unsecured, convertible, subordinated, certificated or uncertificated, or
otherwise, or in general any instruments commonly known as "securities" or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

          "Securities Act" means the Securities Act of 1933.

          "Ship Mortgage" means a security instrument (whether designated as a
first preferred ship mortgage or by any similar title) executed and delivered by
any Loan Party, substantially in such form as may be approved by Administrative
Agent in its reasonable discretion, in each case with such changes thereto as
may be reasonably recommended by Administrative Agent's or Borrower's local
counsel based on local laws or customary local first preferred ship mortgage
practices. "Ship Mortgages" means all such instruments, collectively.

          "S & P" means Standard & Poor's Rating Group.

          "Solvent" means, with respect to any Person, that as of the date of
determination both (A) (i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (z) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (ii) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (B) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing

                                       30



at such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

          "Standby Letter of Credit" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of
Borrower or any of its Restricted Subsidiaries in respect of industrial revenue
or development bonds or financings, (ii) workers' compensation liabilities of
Borrower or any of its Restricted Subsidiaries, (iii) the obligations of third
party insurers of Borrower or any of its Restricted Subsidiaries arising by
virtue of the laws of any jurisdiction requiring third party insurers, (iv)
obligations with respect to Capital Leases or Operating Leases of Borrower or
any of its Restricted Subsidiaries, and (v) performance, payment, deposit or
surety obligations of Borrower or any of its Restricted Subsidiaries, in any
case if required by law or governmental rule or regulation or in accordance with
custom and practice in the industry.

          "Subordinated Indebtedness" means (i) the Indebtedness of Borrower
evidenced by the Subordinated Notes and (ii) any other Indebtedness of Borrower
subordinated in right of payment to the Obligations pursuant to documentation
containing maturities, amortization schedules, covenants, defaults, remedies,
subordination provisions and other material terms in form and substance
reasonably satisfactory to Administrative Agent.

          "Subordinated Note Indentures" means, collectively, the Existing
Subordinated Note Indenture and the New Subordinated Note Indenture.

          "Subordinated Notes" means the subordinated notes issued pursuant to
the Existing Subordinated Note Indenture and the New Subordinated Note
Indenture.

          "Subsidiary" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Governing Body of such Person is
at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof.

          "Subsidiary Guarantor" means the domestic Restricted Subsidiaries of
Borrower listed on Schedule 5.1 attached hereto and any domestic Restricted
                   ------------
Subsidiary of Borrower that executes and delivers a counterpart of the
Subsidiary Guaranty on or after the Effective Date or from time to time
thereafter pursuant to subsection 6.8.

          "Subsidiary Guaranty" means the Subsidiary Guaranty executed and
delivered by existing Subsidiary Guarantors on the Effective Date, or executed
and delivered by additional domestic Restricted Subsidiaries of Borrower from
time to time thereafter in accordance with subsection 6.8, substantially in the
form of Exhibit XII annexed hereto.
        -----------

          "Supplemental Collateral Agent" has the meaning assigned to that term
in subsection 9.1B.

          "Tax" or "Taxes" means any present or future tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on

                                       31



whomsoever and wherever imposed, levied, collected, withheld or assessed,
including interest, penalties, additions to tax and any similar liabilities with
respect thereto; except that, in the case of a Lender, there shall be excluded
(1) taxes that are imposed on the overall net income or net profits (including
franchise taxes imposed in lieu thereof) (i) by the United States, (ii) by any
other Government Authority under the laws of which the Lender is organized or
has its principal office or maintains its applicable lending office, or (iii) by
any jurisdiction solely as a result of a present or former connection between
the Lender and such jurisdiction, and (2) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction in which
the Lender is located.

          "Term Loans" means the Loans made by Lenders to Borrower pursuant to
subsection 2.1A(i).

          "Term Loan Commitment" means the commitment of a Lender to make a Term
Loan to Borrower pursuant to subsection 2.1A(i), and "Term Loan Commitments"
means such commitments of all Lenders in the aggregate.

          "Term Loan Exposure" means, with respect to any Lender as of any date
of determination (i) prior to the funding of all of the Term Loan Commitments,
the sum of (a) that Lender's Term Loan Commitment plus (b) the aggregate
                                                  ----
outstanding principal amount of the Term Loan of that Lender and (ii) after the
termination of the Term Loan Commitments, the aggregate outstanding principal
amount of the Term Loan of that Lender.

          "Term Notes" means (i) the promissory notes of Borrower, if any,
issued pursuant to subsection 2.1E on or after the Effective Date, (ii) any
promissory notes of Borrower issued pursuant to the last paragraph of subsection
2.1E relating to any increase in the Term Loans made pursuant to subsection
2.1A(iii), and (iii) any promissory notes issued by Borrower pursuant to the
last sentence of subsection 10.1B(i) in connection with assignments of the Term
Loan Commitments or Term Loans of any Lenders, in each case substantially in the
form of Exhibit IV annexed hereto.
        ----------

          "Title Company" means, collectively, one or more title insurance
companies reasonably satisfactory to Administrative Agent.

          "Total Utilization of Revolving Loan Commitments" means, as at any
date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the Letter of Credit Usage.

          "Transaction Costs" means the fees, costs and expenses payable by
Borrower in connection with the Refinancing, such fees, costs and expenses not
to exceed $11,000,000 in the aggregate.

          "Tunica Gaming Facilities" means the Gaming Facilities owned, leased,
operated or used by Borrower or its Restricted Subsidiaries in Tunica County,
Mississippi.

          "Type" means with respect to a Loan, a Term Loan or a Revolving Loan
(each of which is a "Type" of Loan).

                                       32



          "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

          "Unrestricted Subsidiary" means any Subsidiary that is designated as
an Unrestricted Subsidiary pursuant to a resolution of the Governing Body of
Borrower and any Subsidiary of such Unrestricted Subsidiary; provided that such
                                                             --------
Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not
party to any agreement, contract, arrangement or understanding with Borrower or
any Restricted Subsidiary of Borrower unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to Borrower or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of Borrower; (iii) is a Person with respect to which
neither Borrower nor any of its Restricted Subsidiaries has any direct or
indirect obligation (1) to subscribe for additional equity Securities or other
equity or ownership interests, or (2) to maintain or preserve such Person's
financial condition or to cause such Person to achieve or maintain any specified
levels of profitability; (iv) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of Borrower or any of
its Restricted Subsidiaries; and (v) has no Subsidiaries other than Unrestricted
Subsidiaries; and provided further that, notwithstanding the foregoing, Borrower
                  -------- -------
may not designate as an Unrestricted Subsidiary (x) any then existing Subsidiary
that owns, leases, operates or uses any assets or function directly relating to
or necessary for the conduct of casino gaming at the Biloxi Gaming Facilities,
the Vicksburg Gaming Facilities, the Bossier City Gaming Facilities, the
Bettendorf Gaming Facilities, the Marquette Gaming Facilities, the Lula Gaming
Facilities, the Natchez Gaming Facilities, the Tunica Gaming Facilities, the
Lake Charles Gaming Facilities, the Boonville Gaming Facilities, the Kansas City
Gaming Facilities or the Davenport Gaming Facilities, or (y) PPI, Inc. Any such
designation by the Governing Body of Borrower shall be evidenced to
Administrative Agent by filing with Administrative Agent resolutions of the
Governing Body of Borrower giving effect to such designation and an Officer's
Certificate certifying that such designation complied with the foregoing
conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Agreement and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of Borrower as of such date. The Governing Body of Borrower may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
- --------
Indebtedness by a Restricted Subsidiary of Borrower of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under subsection 7.1 and (ii) no
Event of Default or Potential Event of Default would be in existence following
such designation.

          "Vicksburg Gaming Facilities" means the Gaming Facilities owned,
leased, operated or used by Borrower or its Restricted Subsidiaries in
Vicksburg, Mississippi.

          "Voting Stock" means, with respect to any Person, the Capital Stock
(including any and all rights, warrants or options exchangeable for or
convertible into such Capital Stock) of such Person that ordinarily has voting
power for the election of directors (or Persons performing similar functions) of
such Person, whether at all times or only as long as no senior class of
Securities has such voting power by reason of any contingency.

                                       33



1.2  Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
     ------------------------------------------------------------------------
     Agreement.
     ---------

          Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Borrower to Lenders pursuant to clauses (i), (ii),
(iii) and (xiii) of subsection 6.1 shall be prepared in accordance with GAAP as
in effect in the United States of America at the time of such preparation (other
than the absence of footnotes with respect to the financial statements and other
information delivered pursuant to clauses (i) and (ii) of subsection 6.1) and
delivered together with the reconciliation statements provided for in subsection
6.1(v). Calculations in connection with the definitions, covenants and other
provisions of this Agreement shall utilize GAAP as in effect in the United
States of America on the date of determination, applied in a manner consistent
with that used in preparing the financial statements referred to in subsection
5.3.

1.3  Other Definitional Provisions and Rules of Construction.
     -------------------------------------------------------

     A. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference.

     B. References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided.

     C. The use in any of the Loan Documents of the word "include" or
"including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

     D. Each of the parties hereto acknowledges that (i) it has been represented
by counsel in the negotiation and documentation of the terms of this Agreement
and the other Loan Documents, (ii) it has had full and fair opportunity to
review and revise the terms of this Agreement and the other Loan Documents,
(iii) this Agreement and the other Loan Documents have been drafted jointly by
all of the parties hereto, and (iv) neither Administrative Agent nor any Lender
has any fiduciary relationship with or duty to Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and
Borrower, on the other hand, in connection herewith or therewith is solely that
of creditor and debtor. Accordingly, each of the parties hereto acknowledges and
agrees that the terms of this Agreement shall not be construed against or in
favor of another party.

     E. (i) Any reference in this Agreement or any other Loan Document to any
agreement means such agreement as it may be amended, restated, supplemented or
otherwise modified from time to time; (ii) any reference in this Agreement or
any other Loan Document to any law, statute,

                                       34



regulation, rule or other legislative action shall mean such law, statute,
regulation, rule or other legislative action as amended, supplemented, restated
or otherwise modified from time to time and any successor thereto, and shall
include any rule or regulation promulgated thereunder; and (iii) any reference
in this Agreement or any Loan Document to a Person shall include the successor
or assignee of such Person.

Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1  Commitments; Making of Loans; the Register; Notes.
     -------------------------------------------------

     A. Commitments. All "Commitments" (as such term is defined in the Existing
Credit Agreement) to make "Loans" (as such term is defined in the Existing
Credit Agreement) under the Existing Credit Agreement are hereby terminated.
Subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Borrower herein set forth, each Lender hereby
severally agrees to make the Loans described in subsections 2.1A(i) and
2.1A(ii):

          (i) Term Loans. Each Lender having a Term Loan Commitment severally
              ----------
     agrees to lend to Borrower on the Effective Date an amount not exceeding
     its Pro Rata Share of the aggregate amount of the Term Loan Commitments to
     be used for the purposes identified in subsection 2.5A. The aggregate
     original amount of the Term Loan Commitments is $250,000,000; provided that
                                                                   --------
     the Term Loans of Lenders shall be adjusted to give effect to (1) any
     increase in Term Loans pursuant to subsection 2.1A(iii), and (2) any
     assignments of the Term Loans pursuant to subsection 10.1B. Subject to
     subsection 2.1A(iii), Borrower may make only one borrowing under the Term
     Loan Commitments. Amounts borrowed under this subsection 2.1A(i) and
     subsequently repaid or prepaid may not be reborrowed.

          (ii) Revolving Loans. Each Revolving Lender severally agrees, subject
               ---------------
     to the limitations set forth below with respect to the maximum amount of
     Revolving Loans permitted to be outstanding from time to time, to lend to
     Borrower from time to time during the period from the Effective Date to but
     excluding the Revolving Loan Commitment Termination Date an aggregate
     amount not exceeding its Pro Rata Share of the aggregate amount of the
     Revolving Loan Commitments to be used for the purposes identified in
     subsections 2.5A and 2.5B. The aggregate original amount of the Revolving
     Loan Commitments is $250,000,000; provided that the Revolving Loan
                                       --------
     Commitments of Lenders shall be adjusted to give effect to (1) any increase
     in Revolving Loan Commitments pursuant to subsection 2.1A(iii), and (2) any
     assignments of the Revolving Loan Commitments pursuant to subsection 10.1B;
     and provided further that the amount of the Revolving Loan Commitments
         -------- -------
     shall be reduced from time to time by the amount of any reductions thereto
     made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Revolving
     Lender's Revolving Loan Commitment shall expire on the Revolving Loan
     Commitment Termination Date and all Revolving Loans and all other amounts
     owed hereunder with respect to the Revolving Loans and the Revolving Loan
     Commitments shall be paid in full no later than that date. Amounts borrowed
     under this subsection 2.1A(ii) may be repaid and reborrowed to but
     excluding the Revolving Loan Commitment Termination Date.

                                       35



               Anything contained in this Agreement to the contrary
     notwithstanding, the Revolving Loans and the Revolving Loan Commitments
     shall be subject to the limitation that in no event shall the Total
     Utilization of Revolving Loan Commitments at any time exceed the Revolving
     Loan Commitments then in effect.

          (iii) Increases of the Term Loans or Revolving Loan Commitments.
                ---------------------------------------------------------

               (a) At the mutual discretion of Borrower and Lead Arranger,
          Borrower may request in writing at any time during the period from the
          Effective Date to and including the second anniversary of the
          Effective Date that (x) the then effective aggregate principal amount
          of the Term Loans be increased, and/or (y) the then effective
          aggregate principal amount of Revolving Loan Commitments be increased;
          provided that (1) the principal amount of the increases for any reason
          --------
          in Term Loans and/or Revolving Loan Commitments pursuant to this
          subsection 2.1A(iii) shall not exceed $100,000,000 in the aggregate
          (the "General Greenshoe Option"), provided, further that Borrower
          shall have an additional right to also increase the amount of the Term
          Loans and/or the Revolving Loan Commitments in an amount not to exceed
          $75,000,000 in the aggregate at any time during the period from the
          Effective Date to and including the second anniversary of the
          Effective Date (the "Black Hawk Greenshoe Option") if 100% of the
          proceeds will be used in connection with the Black Hawk Transaction,
          (2) Borrower shall designate at the time of its request for any
          increase whether such increase is pursuant to the General Greenshoe
          Option or the Black Hawk Greenshoe Option, (3) Borrower may not make
          more than two requests for such increases in Term Loans and/or
          Revolving Loan Commitments pursuant to the General Greenshoe Option
          and may not make more than one request for such increases in Term
          Loans and/or Revolving Loans pursuant to the Black Hawk Greenshoe
          Option, and (4) no Event of Default or Potential Event of Default
          shall have occurred and be continuing or occur as a result of such
          increases in Term Loans and/or Revolving Loan Commitments. Any request
          under this subsection 2.1A(iii) shall be submitted by Borrower to
          Administrative Agent (and Administrative Agent shall promptly forward
          copies to Lenders), specify the proposed effective date and amount of
          such increase and be accompanied by an Officer's Certificate
          certifying that no Event of Default or Potential Event of Default
          exists or will occur as a result of such increase. Borrower shall
          specify any fees offered to those Lenders (the "Increasing Lenders")
          that agree to increase the principal amount of their Term Loans or
          Revolving Loan Commitments, as the case may be, which fees may be
          variable based upon the amount by which any such Lender is willing to
          increase the principal amount of its Term Loans or Revolving Loan
          Commitment, as the case may be. No Lender shall have any obligation,
          express or implied, to offer to increase the aggregate principal
          amount of its Term Loans or Revolving Loan Commitment, as the case may
          be. Only the consent of each Increasing Lender shall be required for
          an increase in the aggregate principal amount of the Term Loans or
          Revolving Loan Commitments, as the case may be, pursuant to this
          subsection 2.1A(iii). No Lender that elects not to increase the
          principal amount of its Term Loan or Revolving Loan Commitment, as the
          case may be, may be

                                       36



          replaced in respect of its existing Term Loans or Revolving Loan
          Commitment, as the case may be, as a result thereof without such
          Lender's consent.

               (b) Each Increasing Lender shall as soon as practicable specify
          the amount of the proposed increase that it is willing to assume.
          Borrower may accept some or all of the offered amounts or designate
          new lenders that qualify as Eligible Assignees and that are reasonably
          acceptable to Administrative Agent as additional Lenders hereunder in
          accordance with this subsection 2.1A(iii) (each such new lender being
          a "New Lender"), which New Lenders may assume all or a portion of the
          increase in the aggregate principal amount of the Term Loans or
          Revolving Loan Commitments, as the case may be. Borrower and
          Administrative Agent shall have discretion jointly to adjust the
          allocation of the increased aggregate principal amount of the Term
          Loans or Revolving Loan Commitments, as the case may be, among
          Increasing Lenders and New Lenders.

               (c) Each New Lender designated by Borrower and reasonably
          acceptable to Administrative Agent shall become an additional party
          hereto as a New Lender concurrently with the effectiveness of the
          proposed increase in the aggregate principal amount of the Term Loans
          or Revolving Loan Commitments.

               (d) Subject to the foregoing, any increase requested by Borrower
          shall be effective upon delivery to Administrative Agent of each of
          the following documents: (i) an originally executed copy of an
          Instrument of Joinder signed by a duly authorized Officer of each New
          Lender, substantially in the form attached hereto as Exhibit XVII-A;
                                                               --------------
          (ii) a notice to the Increasing Lenders and New Lenders, substantially
          in the form attached hereto as Exhibit XVII-B, signed by a duly
                                         --------------
          authorized officer of Borrower; (iii) an Officer's Certificate of
          Borrower, substantially in the form attached hereto as Exhibit XVII-C;
                                                                 --------------
          and (iv) any other certificates or documents that Administrative Agent
          shall reasonably request, in form and substance satisfactory to
          Administrative Agent. Any increase shall be in the principal amount
          equal to (A) the principal amount that Increasing Lenders are willing
          to assume as increases to the principal amount of their Term Loans or
          Revolving Loan Commitments, as the case may be, plus (B) the principal
                                                          ----
          amount offered by New Lenders with respect to the Term Loans or
          Revolving Loan Commitments, as the case may be, in either case as
          adjusted by Borrower and Administrative Agent pursuant to this
          subsection 2.1A(iii). Upon effectiveness of any such increase, the Pro
          Rata Share of each Lender will be adjusted to give effect to the
          increase in the Term Loans or Revolving Loan Commitments, as the case
          may be. To the extent that the adjustment of Pro Rata Shares results
          in losses or expenses to any Lender as a result of the prepayment of
          any LIBOR Loan on a date other than the scheduled last day of the
          applicable Interest Period, Borrower shall be responsible for such
          losses or expenses pursuant to subsection 2.6D.

     B. Borrowing Mechanics. Revolving Loans made on any Funding Date shall be
in an aggregate minimum amount of $250,000 and integral multiples of $250,000 in
excess of that amount; provided that Revolving Loans made on any Funding Date as
                       --------
LIBOR Loans with a

                                       37



particular Interest Period shall be in an aggregate minimum amount of $2,500,000
and integral multiples of $1,000,000 in excess of that amount. Whenever Borrower
desires that Lenders make Revolving Loans or Term Loans it shall deliver to
Administrative Agent a Notice of Borrowing no later than 11:00 A.M. (New York
City time) at least three Business Days in advance of the proposed Funding Date
(in the case of a LIBOR Loan) or the same Business Day of the proposed Funding
Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify
(i) the proposed Funding Date (which shall be a Business Day), (ii) the amount
and Type of Loans requested, (iii) in the case of Revolving Loans not made on
the Effective Date, whether such Loans shall be Base Rate Loans or LIBOR Loans,
(iv) in the case of any Loans requested to be made as LIBOR Loans, the initial
Interest Period requested therefor and (v) information about the account of
Borrower to be credited. Revolving Loans may be continued as or converted into
Base Rate Loans and LIBOR Loans in the manner provided in subsection 2.2C. All
Loans made on the Effective Date shall be made as Base Rate Loans. In lieu of
delivering the above-described Notice of Borrowing for any Loans not made on the
Effective Date, Borrower may give Administrative Agent telephonic notice by the
required time of any proposed borrowing under this subsection 2.1B; provided
                                                                    --------
that such notice shall be promptly confirmed in writing by delivery of a Notice
of Borrowing to Administrative Agent on the date such notice was given.

          Neither Administrative Agent nor any Lender shall incur any liability
to Borrower in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized Officer or other Person authorized to borrow on behalf of Borrower or
for otherwise acting in good faith under this subsection 2.1B, and upon funding
of Loans by Lenders in accordance with this Agreement pursuant to any such
telephonic notice Borrower shall have effected Loans hereunder.

          Borrower shall notify Administrative Agent prior to the funding of any
Loans if any of the matters to which Borrower is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the
applicable Funding Date, and the acceptance by Borrower of the proceeds of any
Loans shall constitute a re-certification by Borrower, as of the applicable
Funding Date, as to the matters to which Borrower is required to certify in the
applicable Notice of Borrowing.

          Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for a LIBOR Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and Borrower shall be bound to make a borrowing in accordance therewith.

     C. Disbursement of Funds. Subject to subsection 2.1A(iii), all Term Loans
and Revolving Loans under this Agreement shall be made by Lenders having a
Commitment of that Type simultaneously and proportionately to their respective
Pro Rata Shares, it being understood that neither Administrative Agent nor any
Lender shall be responsible for any default by any other Lender in that other
Lender's obligation to make a Loan requested hereunder nor shall the Commitment
of any Lender to make the particular Type of Loan requested be increased or
decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder. Promptly after receipt by
Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or
telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender of the proposed borrowing. Each Lender shall make the amount

                                       38



of its Loan available to Administrative Agent not later than 2:00 P.M. (New York
City time) on the applicable Funding Date, in same day funds in Dollars, at the
Administrative Agent's Office. Except as provided in subsection 2.1A(ii) or
subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing
Lender for the amount of a drawing under a Letter of Credit issued by it, upon
satisfaction or waiver of the conditions precedent specified in subsections 4.1
(in the case of Loans made on the Effective Date) and 4.2 (in the case of all
Loans), Administrative Agent shall promptly upon receipt make the proceeds of
such Loans available to Borrower on the applicable Funding Date by causing an
amount of same day funds in Dollars equal to the proceeds of all such Loans
received by Administrative Agent from Lenders to be wire transferred to the
account of Borrower as specified in the applicable Notice of Borrowing.

          Unless Administrative Agent shall have been notified by any Lender
prior to the Funding Date for any applicable Loans that such Lender does not
intend to make available to Administrative Agent the amount of such Lender's
Loan requested on such Funding Date, Administrative Agent may assume that such
Lender has made such amount available to Administrative Agent on such Funding
Date and Administrative Agent may, in its sole discretion, but shall not be
obligated to, make available to Borrower a corresponding amount on such Funding
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefor, Administrative
Agent shall promptly notify Borrower and Borrower shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the rate payable under this Agreement for Base Rate
Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to
relieve any Lender from its obligation to fulfill its Commitments hereunder or
to prejudice any rights that Borrower may have against any Lender as a result of
any default by such Lender hereunder.

     D.   The Register.

          (i) Administrative Agent shall maintain, at its address referred to in
     subsection 10.8, a register for the recordation of the names and addresses
     of Lenders and the Commitments and Loans of each Lender from time to time
     (the "Register"). The Register shall be available for inspection by
     Borrower at any reasonable time and from time to time upon reasonable prior
     notice.

          (ii) Administrative Agent shall record in the Register the Term Loan
     Commitment and Revolving Loan Commitment and the Term Loans and Revolving
     Loans from time to time of each Lender, and each repayment or prepayment in
     respect of the principal amount of the Term Loans or Revolving Loans of
     each Lender. Any such recordation shall be conclusive and binding on
     Borrower and each Lender, absent manifest error; provided that failure to
                                                      --------
     make any such recordation, or any error in such

                                       39



     recordation, shall not affect any Lender's Commitments or Borrower's
     Obligations in respect of any applicable Loans.

          (iii) Each Lender shall record on its internal records (including the
     Notes held by such Lender) the amount of any Term Loan and each Revolving
     Loan made by it and each payment in respect thereof. Any such recordation
     shall be conclusive and binding on Borrower, absent manifest error;
     provided that failure to make any such recordation, or any error in such
     --------
     recordation, shall not affect any Lender's Commitments or Borrower's
     Obligations in respect of any applicable Loans; and provided further that
                                                         -------- -------
     in the event of any inconsistency between the Register and any Lender's
     records, the recordations in the Register shall govern (absent manifest
     error).

          (iv) Borrower, Administrative Agent and Lenders shall deem and treat
     the Persons listed as Lenders in the Register as the holders and owners of
     the corresponding Commitments and Loans listed therein for all purposes
     hereof, and no assignment or transfer of any such Commitment or Loan shall
     be effective, in each case unless and until an Assignment Agreement
     effecting the assignment or transfer thereof shall have been accepted by
     Administrative Agent and recorded in the Register as provided in subsection
     10.1B(ii). Prior to such recordation, all amounts owed with respect to the
     applicable Commitment or Loan shall be owed to the Lender listed in the
     Register as the owner thereof, and any request, authority or consent of any
     Person who, at the time of making such request or giving such authority or
     consent, is listed in the Register as a Lender shall be conclusive and
     binding on any subsequent holder, assignee or transferee of the
     corresponding Commitments or Loans.

          (v) Borrower hereby designates CIBC to serve as Borrower's agent
     solely for purposes of maintaining the Register as provided in this
     subsection 2.1D, and Borrower hereby agrees that, to the extent CIBC serves
     in such capacity, CIBC and its officers, directors, employees, agents and
     Affiliates shall constitute Indemnitees for all purposes under subsection
     10.3.

     E. Optional Notes. If so requested by any Lender by written notice to
Borrower (with a copy to Administrative Agent) at least two Business Days prior
to the Effective Date or at any time thereafter, Borrower shall execute and
deliver on the Effective Date or within three Business Days after receipt of a
written request therefore, a Term Note substantially in the form of Exhibit IV
                                                                    ----------
annexed hereto to evidence that Lender's Term Loan, in the principal amount of
that Lender's Term Loan and with other appropriate insertions, and a Revolving
Note substantially in the form of Exhibit V annexed hereto to evidence that
                                  ---------
Lender's Revolving Loans, in the principal amount of that Lender's Revolving
Loan Commitment and with other appropriate insertions.

          Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent as provided in subsection 10.1B(ii). Any request,
authorization or consent of any Person who, at the time of making such request
or giving such authority or consent, is the holder of any Note shall be

                                       40



conclusive and binding on any subsequent holder, assignee or transferee of that
Note or of any Note or Notes issued in exchange therefor.

          If Borrower increases the aggregate principal amount of the Term Loans
or Revolving Loan Commitments, as the case may be, pursuant to subsection
2.1A(iii), Borrower shall issue replacement Term Notes or Revolving Notes, as
the case may be, to each Increasing Lender (or to Administrative Agent for such
Increasing Lender) that requested a Note in accordance with the terms hereof and
new Term Notes or Revolving Notes, as the case may be, to each New Lender (or to
Administrative Agent for such New Lender) that requested a Note in accordance
with the terms hereof.

2.2  Interest on the Loans.
     ---------------------

     A. Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7,
each Term Loan and each Revolving Loan shall bear interest on the unpaid
principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Adjusted LIBOR. The applicable basis for determining the rate of interest
with respect to any Term Loan or any Revolving Loan shall be selected by
Borrower initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B, and the basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan may be changed
from time to time pursuant to subsection 2.2D. If on any day a Term Loan or
Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

          Subject to the provisions of subsections 2.2E and 2.7, the Term Loans
and the Revolving Loans shall bear interest through maturity as follows:

          (i) if a Base Rate Loan, then at the sum of the Base Rate plus the
                                                                    ----
     Applicable Base Rate Margin for such Type of Loans; or

          (ii) if a LIBOR Loan, then at the sum of the Adjusted LIBOR plus the
                                                                      ----
     Applicable LIBOR Margin for such Type of Loans.

          Upon delivery of the Margin Determination Certificate by Borrower to
Administrative Agent pursuant to subsection 6.1(xix), the Applicable Base Rate
Margin and Applicable LIBOR Margin shall automatically be adjusted in accordance
with such Margin Determination Certificate, such adjustment to become effective
on the next succeeding Margin Reset Date; provided that (1) at any time a Margin
                                          --------
Determination Certificate is not delivered at the time required pursuant to
subsection 6.1(xix), from the time such Margin Determination Certificate was
required to be delivered until delivery of such Margin Determination
Certificate, with respect to Revolving Loans, the Applicable Base Rate Margin
shall be 1.75% and the Applicable LIBOR Margin shall be 2.75%, and with respect
to Term Loans, the Applicable Base Rate Margin shall be 1.50% and the Applicable
LIBOR Margin shall be 2.50%, and (2) if a Margin Determination Certificate
erroneously indicates an applicable margin (x) more favorable to Borrower than
should be afforded by the actual calculation of the Consolidated Total Leverage

                                       41



Ratio, Borrower shall promptly pay additional interest and letter of credit fees
to correct for such error, and (y) less favorable to Borrower than should be
afforded by the actual calculation of the Consolidated Total Leverage Ratio,
Lenders shall promptly reimburse Borrower an amount equal to such excess and
letter of credit fees to correct for such error.

     B. Interest Periods. In connection with each LIBOR Loan, Borrower may,
pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"Interest Period") to be applicable to such Loan, which Interest Period shall
be, at Borrower's option, either a one, two, three or six month period (or with
respect to clause (vi) below only, such shorter period acceptable to
Administrative Agent); provided that:
                       --------

          (i) the initial Interest Period for any LIBOR Loan shall commence on
     the Funding Date in respect of such Loan, in the case of a Loan initially
     made as a LIBOR Loan, or on the date specified in the applicable Notice of
     Conversion/Continuation, in the case of a Loan converted to a LIBOR Loan;

          (ii) in the case of immediately successive Interest Periods applicable
     to a LIBOR Loan continued as such pursuant to a Notice of
     Conversion/Continuation, each successive Interest Period shall commence on
     the day on which the next preceding Interest Period expires;

          (iii) if an Interest Period would otherwise expire on a day that is
     not a Business Day, such Interest Period shall expire on the next
     succeeding Business Day; provided that, if any Interest Period would
                              --------
     otherwise expire on a day that is not a Business Day but is a day of the
     month after which no further Business Day occurs in such month, such
     Interest Period shall expire on the next preceding Business Day;

          (iv) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall,
     subject to clause (v) of this subsection 2.2B, end on the last Business Day
     of a calendar month;

          (v) no Interest Period with respect to any portion of the Term Loans
     shall extend beyond April 25, 2008, and no Interest Period with respect to
     any portion of the Revolving Loans shall extend beyond the Revolving Loan
     Commitment Termination Date;

          (vi) no Interest Period with respect to any portion of any Term Loans
     shall extend beyond a date on which Borrower is required to make a
     scheduled payment of principal of such Term Loans unless the sum of (a) the
     aggregate principal amount of such Term Loans that are Base Rate Loans plus
                                                                            ----
     (b) the aggregate principal amount of such Term Loans that are LIBOR Loans
     with Interest Periods expiring on or before such date equals or exceeds the
     principal amount required to be paid on such Term Loans on such date;

          (vii) there shall be no more than fifteen (15) Interest Periods
     outstanding at any time; and

                                       42



          (viii) if Borrower fails to specify an Interest Period for any LIBOR
     Loan in the applicable Notice of Borrowing or Notice of
     Conversion/Continuation, Borrower shall be deemed to have selected an
     Interest Period of one month.

     C. Interest Payments. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); provided that if any Revolving Loans that are Base Rate Loans are
           --------
prepaid pursuant to subsection 2.4B(i), interest accrued on such Revolving Loans
through the date of such prepayment shall be payable on the next succeeding
Interest Payment Date applicable to Base Rate Loans (or, if earlier, at final
maturity).

     D.   Conversion or Continuation.

          (i) Subject to the provisions of subsection 2.6, Borrower shall have
     the option (i) to convert at any time all or any part of its outstanding
     Term Loans or Revolving Loans equal to $1,000,000 and integral multiples of
     $1,000,000 in excess of that amount from Loans bearing interest at a rate
     determined by reference to one basis to Loans bearing interest at a rate
     determined by reference to an alternative basis or (ii) upon the expiration
     of any Interest Period applicable to a LIBOR Loan, to continue all or any
     portion of such Loan equal to $2,500,000 and integral multiples of
     $1,000,000 in excess of that amount as a LIBOR Loan; provided, however,
                                                          --------  -------
     that a LIBOR Loan may only be converted into a Base Rate Loan on the
     expiration date of an Interest Period applicable thereto.

          (ii) Borrower shall deliver a duly executed Notice of
     Conversion/Continuation to Administrative Agent no later than 11:00 A.M.
     (New York City time) the same Business Day of the proposed conversion date
     (in the case of a conversion to a Base Rate Loan) and at least three
     Business Days in advance of the proposed conversion/continuation date (in
     the case of a conversion to, or a continuation of, a LIBOR Loan). With
     respect to any LIBOR Loan, if Borrower fails to deliver a Notice of
     Conversion/Continuation no later than three Business Days prior to the
     proposed conversion date or if any proposed conversion/continuation under
     this subsection 2.2D is not permitted hereunder, Borrower shall be deemed
     to have elected to continue such LIBOR Loan as a LIBOR Loan with an
     Interest Period of one month on the last day of the then-expiring Interest
     Period.

          (iii) A Notice of Conversion/Continuation shall specify (a) the
     proposed conversion/continuation date (which shall be a Business Day), (b)
     the amount and Type of the Loan to be converted/continued, (c) the nature
     of the proposed conversion/continuation, (d) in the case of a conversion
     to, or a continuation of, a LIBOR Loan, the requested Interest Period, and
     (e) in the case of a conversion to, or a continuation of, a LIBOR Loan,
     that no Potential Event of Default or Event of Default has occurred and is
     continuing. In lieu of delivering the above-described Notice of
     Conversion/Continuation, Borrower may give Administrative Agent telephonic
     notice by the required time of any proposed conversion/continuation under
     this subsection 2.2D; provided that such notice shall be promptly confirmed
                           --------
     in writing by delivery of a Notice

                                       43



     of Conversion/Continuation to Administrative Agent on or before the
     proposed conversion/continuation date. Upon receipt of written or
     telephonic notice of any proposed conversion/continuation under this
     subsection 2.2D, Administrative Agent shall promptly transmit such notice
     by telefacsimile or telephone to each Lender.

          (iv) Neither Administrative Agent nor any Lender shall incur any
     liability to Borrower in acting upon any telephonic notice referred to
     above that Administrative Agent believes in good faith to have been given
     by a duly authorized Officer or other Person authorized to act on behalf of
     Borrower or for otherwise acting in good faith under this subsection 2.2D,
     and upon conversion or continuation of the applicable basis for determining
     the interest rate with respect to any Loans in accordance with this
     Agreement pursuant to any such telephonic notice Borrower shall have
     effected a conversion or continuation, as the case may be, hereunder.

          (v) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
     Notice of Conversion/Continuation for conversion to, or continuation of, a
     LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on
     and after the related Interest Rate Determination Date, and Borrower shall
     be bound to effect a conversion or continuation in accordance therewith.

     E. Post-Maturity Interest. Any principal payments on the Loans (whether
Base Rate Loans or LIBOR Loans) not paid when due and, to the extent permitted
by applicable law, any interest payments on the Loans or any fees or other
amounts owed hereunder not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws, whether or not
allowed as a claim in bankruptcy) payable on demand at a rate that is 2.00% per
annum in excess of the highest interest rate otherwise payable under this
Agreement for Base Rate Loans; provided that, in the case of LIBOR Loans, upon
                               --------
the expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such LIBOR Loans shall thereupon become Base Rate
Loans and shall thereafter bear interest (including post petition interest in
any proceeding under the Bankruptcy Code or other applicable bankruptcy laws,
whether or not allowed as a claim in bankruptcy) payable upon demand at a rate
which is 2.00% per annum in excess of the highest interest rate otherwise
payable under this Agreement for Base Rate Loans. Payment or acceptance of the
increased rates of interest provided for in this subsection 2.2E is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of
Administrative Agent or any Lender.

     F. Computation of Interest. Interest on the Loans shall be computed (i) in
the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of LIBOR Loans and other Obligations (other
than Base Rate Loans), on the basis of a 360-day year, in each case for the
actual number of days elapsed in the period during which it accrues. In
computing interest on any Loan, the date of the making of such Loan or the first
day of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan being converted from a LIBOR Loan, the date of conversion of such
LIBOR Loan to such Base Rate Loan, as the case may be, shall be included, and
the date of payment of such Loan or the expiration date of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan

                                       44



being converted to a LIBOR Loan, the date of conversion of such Base Rate Loan
to such LIBOR Loan, as the case may be, shall be excluded; provided that if a
                                                           --------
Loan is repaid on the same day on which it is made, one day's interest shall be
paid on that Loan.

     G. Maximum Rate. Notwithstanding the foregoing provisions of this
subsection 2.2, in no event shall the rate of interest payable by Borrower with
respect to any Loan exceed the maximum rate of interest permitted to be charged
under applicable law.

2.3  Fees.
     ----

     A. Commitment Fees. Borrower agrees to pay to Administrative Agent, for
distribution to each Revolving Lender in proportion to that Lender's Pro Rata
Share of the Revolving Loan Commitments, commitment fees for the period from and
including the Effective Date to and excluding the Revolving Loan Commitment
Termination Date equal to the average of the daily excess of the Revolving Loan
Commitments over the Total Utilization of Revolving Loan Commitments multiplied
                                                                     ----------
by the Commitment Fee Percentage, such commitment fees to be calculated on the
- --
basis of a 360-day year and the actual number of days elapsed and to be payable
quarterly in arrears on the last Business Day of each March, June, September and
December of each year commencing on the first such date to occur after the
Effective Date, and on the Revolving Loan Commitment Termination Date.

          Upon delivery of the Margin Determination Certificate by Borrower to
Administrative Agent pursuant to subsection 6.1(xix), the Commitment Fee
Percentage shall automatically be adjusted in accordance with such Margin
Determination Certificate, such adjustment to become effective on the next
succeeding Margin Reset Date; provided that (1) at any time a Margin
                              --------
Determination Certificate is not delivered at the time required pursuant to
subsection 6.1(xix), from the time such Margin Determination Certificate was
required to be delivered until delivery of such Margin Determination
Certificate, the Commitment Fee Percentage shall be 0.500%, and (2) if a Margin
Determination Certificate erroneously indicates an applicable margin (x) more
favorable to Borrower than should be afforded by the actual calculation of the
Consolidated Total Leverage Ratio, Borrower shall promptly pay additional
commitment fees to correct for such error, and (y) less favorable to Borrower
than should be afforded by the actual calculation of the Consolidated Total
Leverage Ratio, Lenders shall promptly reimburse Borrower an amount equal to
such excess commitment fees to correct for such error.

     B. Other Fees. Borrower agrees to pay to Lead Arranger and Administrative
Agent such fees in the amounts and at the times separately agreed upon between
Borrower, Lead Arranger and Administrative Agent.

                                       45



2.4  Repayments, Prepayments and Reductions in Loans and Revolving Loan
     ------------------------------------------------------------------
     Commitments; General Provisions Regarding Payments; Application of Proceeds
     ---------------------------------------------------------------------------
     of Collateral and Payments Under Subsidiary Guaranty.
     ----------------------------------------------------

     A. Scheduled Payments of Term Loans.

          (i) Scheduled Payments of Term Loans. Borrower shall make principal
              --------------------------------
     payments on the Term Loans in installments on the last Business Day of each
     of the months and in the amounts set forth below:

           Scheduled Repayment Date          Scheduled Repayment of Term Loans
     -------------------------------------   ---------------------------------

               June, 2002                               $    625,000
               September, 2002                          $    625,000
               December, 2002                           $    625,000
               March, 2003                              $    625,000
               June, 2003                               $    625,000
               September, 2003                          $    625,000
               December, 2003                           $    625,000
               March, 2004                              $    625,000
               June, 2004                               $    625,000
               September, 2004                          $    625,000
               December, 2004                           $    625,000
               March, 2005                              $    625,000
               June, 2005                               $    625,000
               September, 2005                          $    625,000
               December, 2005                           $    625,000
               March, 2006                              $    625,000
               June, 2006                               $    625,000
               September, 2006                          $    625,000
               December, 2006                           $    625,000
               March, 2007                              $    625,000
               June, 2007                               $ 59,375,000
               September, 2007                          $ 59,375,000
               December, 2007                           $ 59,375,000
     The earlier of April 25, 2008 and the              $ 59,375,000
     maturity date of the Term Loans

                                     Total              $250,000,000

     ; provided that the scheduled installments of principal of the Term Loans
       --------
     set forth above shall be reduced in connection with any voluntary or
     mandatory prepayments of the Term Loans in accordance with subsection
     2.4B(iv); provided further that the Term Loans and all other amounts owed
               -------- -------
     hereunder with respect to the Term Loans shall be paid in full no later
     than April 25, 2008, and the final installment payable by Borrower in
     respect of the Term Loans on such date shall be in an amount, if such
     amount is different from that specified above, sufficient to repay all
     amounts owing by Borrower under this Agreement

                                       46



     with respect to the Term Loans; and provided further that if the aggregate
                                         -------- -------
     principal amount of the Term Loans is increased pursuant to subsection
     2.1A(iii), then each scheduled principal repayment to be made after such
     increase becomes effective shall be increased by an amount equal to (a) the
     aggregate principal amount of the increase in the Term Loans pursuant to
     subsection 2.1A(iii) multiplied by (b) an amount equal to (x) such
                          ---------- --
     scheduled repayment amount divided by (y) the aggregate principal amount of
                                ------- --
     the Term Loans to be repaid immediately prior to giving effect to the
     increase in the Term Loans made pursuant to subsection 2.1A(iii).

     B. Prepayments and Unscheduled Reductions in Revolving Loan Commitments.

          (i) Voluntary Prepayments. Borrower may, upon not less than one
              ---------------------
     Business Day's irrevocable prior written or telephonic notice, in the case
     of Base Rate Loans, and three Business Days' irrevocable prior written or
     telephonic notice, in the case of LIBOR Loans, in each case given to
     Administrative Agent by 12:00 Noon (New York City time) on the date
     required and, if given by telephone, promptly confirmed in writing to
     Administrative Agent (which written or telephonic notice Administrative
     Agent will promptly transmit to each Lender for the Loans to be prepaid),
     prepay any Term Loans or Revolving Loans on any Business Day in whole or in
     part in an aggregate minimum amount of $1,000,000 and integral multiples of
     $1,000,000 in excess of that amount; provided, however, that a LIBOR Loan
                                          --------  -------
     may only be prepaid on the expiration of the Interest Period applicable
     thereto. Notice of prepayment having been given as aforesaid, the principal
     amount of the Loans specified in such notice shall become due and payable
     on the prepayment date specified therein. Any such voluntary prepayment
     shall be applied as specified in subsection 2.4B(iv).

          (ii) Voluntary Reductions of Revolving Loan Commitments. Borrower may,
               --------------------------------------------------
     upon not less than three Business Days' irrevocable prior written or
     telephonic notice to Administrative Agent (and if given by telephone,
     promptly confirmed in writing to Administrative Agent) (which written or
     telephonic notice Administrative Agent will promptly transmit to each
     Lender), at any time and from time to time terminate in whole or
     permanently reduce in part, without premium or penalty, the Revolving Loan
     Commitments in an amount up to the amount by which the Revolving Loan
     Commitments exceed the Total Utilization of Revolving Loan Commitments at
     the time of such proposed termination or reduction; provided that any such
                                                         --------
     partial reduction of the Revolving Loan Commitments shall be in an
     aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000
     in excess of that amount. Borrower's notice to Administrative Agent shall
     designate the date (which shall be a Business Day) of such termination or
     reduction and the amount of any partial reduction, and such termination or
     reduction of the Revolving Loan Commitments shall be effective on the date
     specified in Borrower's notice and shall reduce the Revolving Loan
     Commitment of each Revolving Lender proportionately to its Pro Rata Share.

          (iii) Mandatory Prepayments and Mandatory Reductions of Revolving Loan
                ----------------------------------------------------------------
     Commitments. The Loans shall be prepaid and/or the Revolving Loan
     -----------
     Commitments shall be permanently reduced in the amounts and under the
     circumstances set forth below,

                                       47



     all such prepayments and/or reductions to be applied as set forth below or
     as more specifically provided in subsection 2.4B(iv):

               (a) Prepayments and Reductions From Net Asset Sale Proceeds. No
                   -------------------------------------------------------
          later than the first Business Day following the date of receipt by
          Borrower or any of its Restricted Subsidiaries of any Net Asset Sale
          Proceeds in respect of any Asset Sale (other than an Asset Sale of the
          Las Vegas Gaming Facilities or the Tunica Gaming Facilities), Borrower
          shall prepay the Loans and/or the Revolving Loan Commitments shall be
          permanently reduced in an aggregate amount equal to 100% of the amount
          of such Net Asset Sale Proceeds; provided, however, that such Net
                                           --------  -------
          Asset Sale Proceeds received by Borrower or any of its Restricted
          Subsidiaries from any Asset Sales permitted under subsection 7.7(vi)
          shall be excluded from the requirements of this subsection
          2.4B(iii)(a) to the extent such proceeds are reinvested or Borrower
          has committed to Administrative Agent and the Lenders in writing to
          reinvest such proceeds in a Related Business within 180 days after
          receipt of such proceeds; provided further that, if any such Net Asset
                                    -------- -------
          Sale Proceeds are not so reinvested or Borrower has not committed in
          writing to reinvest such proceeds within such 180 day period, then
          such proceeds shall be applied to prepay the Loans and/or the
          Revolving Loan Commitments shall be permanently reduced in an
          aggregate amount equal to 100% of the amount of such Net Asset Sale
          Proceeds.

               (b) Prepayments and Reductions from Net Insurance/Condemnation
                   ----------------------------------------------------------
          Proceeds. No later than the first Business Day following the date
          --------
          Borrower or any of its Restricted Subsidiaries is required to prepay
          the Loans in accordance with subsection 6.4C with Net
          Insurance/Condemnation Proceeds, Borrower shall prepay the Loans
          and/or the Revolving Loan Commitments shall be permanently reduced in
          an aggregate amount equal to 100% of the amount of such Net
          Insurance/Condemnation Proceeds required to be applied pursuant to
          subsection 6.4C.

               (c) Prepayments and Reductions Due to Issuance of Debt
                   --------------------------------------------------
          Securities. On the date of receipt by Borrower or any of its
          ----------
          Restricted Subsidiaries of any Net Debt Proceeds from the issuance of
          any debt Securities (other than the issuance of Indebtedness permitted
          under subsections 7.1(i)-(vi), (viii), and (ix)), of Borrower after
          the Effective Date, Borrower shall prepay the Loans and/or the
          Revolving Loan Commitments shall be permanently reduced in an
          aggregate amount equal to 75% of such Net Debt Proceeds.

               (d) Calculations of Net Proceeds Amounts; Additional Prepayments
                   ------------------------------------------------------------
          and Reductions Based on Subsequent Calculations. Concurrently with any
          -----------------------------------------------
          prepayment of the Loans and/or reduction of the Revolving Loan
          Commitments pursuant to subsections 2.4B(iii)(a)-(c), Borrower shall
          deliver to Administrative Agent an Officer's Certificate demonstrating
          the calculation of the amount (the "Net Proceeds Amount") of the
          applicable Net Asset Sale Proceeds, Net Insurance/Condemnation
          Proceeds or Net Debt Proceeds, as the case may be, that gave rise to
          such prepayment and/or reduction. If Borrower subsequently

                                       48



          determines that the actual Net Proceeds Amount was greater than the
          amount set forth in such Officer's Certificate, Borrower shall
          promptly make an additional prepayment of the Loans (and/or, if
          applicable, the Revolving Loan Commitments shall be permanently
          reduced) in an amount equal to the amount of such excess, and Borrower
          shall concurrently therewith deliver to Administrative Agent an
          Officer's Certificate demonstrating the derivation of the additional
          Net Proceeds Amount resulting in such excess.

               (e) Prepayments Due to Reductions or Restrictions of Revolving
                   ----------------------------------------------------------
          Loan Commitments. Borrower shall from time to time prepay the
          ----------------
          Revolving Loans and to the extent that the Revolving Loans have been
          paid in full, cash collateralize all outstanding Letters of Credit, to
          the extent necessary so that the Total Utilization of Revolving Loan
          Commitments shall not at any time exceed the Revolving Loan
          Commitments then in effect.

          (iv) Application of Prepayments.
               --------------------------

               (a) Application of Voluntary Prepayments by Type of Loans and
                   ---------------------------------------------------------
          Order of Maturity. Any voluntary prepayments pursuant to subsection
          -----------------
          2.4B(i) shall be applied as specified by Borrower in the applicable
          notice of prepayment; provided that if Borrower fails to specify the
                                --------
          Loans to which any such prepayment shall be applied, such prepayment
          shall be applied first to repay outstanding Revolving Loans to the
                           -----
          full extent thereof, and second to repay the outstanding Term Loans to
                                   ------
          the full extent thereof. Any voluntary prepayments of Term Loans shall
          be applied to the scheduled installments thereof set forth in inverse
          order of maturity; provided, however, that Borrower, at its option,
                             --------  -------
          may apply such voluntary prepayments first to reduce the immediately
                                               -----
          succeeding two scheduled installments of principal of the Term Loans,
          respectively, and second, to the extent of any remaining portion of
                            ------
          such voluntary prepayments, to reduce the scheduled installments of
          principal of the Term Loans in inverse order of maturity.

               (b) Application of Mandatory Prepayments by Type of Loans. Any
                   -----------------------------------------------------
          amount (the "Applied Amount") required to be applied as a mandatory
          prepayment of the Loans and/or a reduction of the Revolving Loan
          Commitments pursuant to subsections 2.4B(iii)(a)-(c) shall be applied
          first to prepay the Term Loans to the full extent thereof, second, to
          -----                                                      ------
          the extent of any remaining portion of the Applied Amount, to
          permanently reduce the Revolving Loan Commitments by the amount of
          such prepayment to an amount not less than the then Total Utilization
          of Revolving Loan Commitments, third, to the extent of any remaining
                                         -----
          portion of the Applied Amount, to the prepayment of the Revolving
          Loans and the cash collateralization of outstanding Letters of Credit
          to the full extent thereof and to further permanently reduce the
          Revolving Loan Commitments by the amount of such prepayment and
          fourth, to the extent of any remaining portion of the Applied Amount,
          ------
          to further permanently reduce the Revolving Loan Commitments to the
          full extent thereof.

                                       49



               (c) Application of Mandatory Prepayments of Term Loans by Order
                   -----------------------------------------------------------
          of Maturity. Any mandatory prepayments of any Term Loans pursuant to
          -----------
          subsection 2.4B(iii) shall be applied to reduce the scheduled
          installments of principal of such Term Loans set forth in subsection
          2.4A in inverse order of maturity.

               (d) Application of Prepayments to Base Rate Loans and LIBOR
                   -------------------------------------------------------
          Loans. Subject to the immediately following sentence, considering each
          -----
          Type of Loan being prepaid separately, any prepayment thereof shall be
          applied first to Base Rate Loans to the full extent thereof before
          application to LIBOR Loans, in each case in a manner which minimizes
          the amount of any payments required to be made by Borrower pursuant to
          subsection 2.6D. If on any day on which Loans would otherwise be
          required to be prepaid pursuant to subsection 2.4B(iii), but for the
          operation of this subsection 2.4B(iv)(d) (each a "Prepayment Date"),
          the amount of such required prepayment exceeds the then outstanding
          aggregate principal amount of the Loans that consist of Base Rate
          Loans, and no Event of Default or Potential Event of Default has
          occurred and is continuing or would occur as a result thereof, then on
          such Prepayment Date, Borrower may, at its option, deposit Cash into
          an investment account with Administrative Agent (the "Investment
          Account") in an amount equal to such excess; provided that (x)
                                                       --------
          Borrower shall grant to Administrative Agent, on behalf of Lenders, a
          First Priority security interest in such Investment Account and shall
          execute and deliver such agreements and instruments as Administrative
          Agent may reasonably request in order to perfect such security
          interest, and (y) Administrative Agent shall invest such Cash in Cash
          Equivalents only. If Borrower makes such deposit (a) only the
          outstanding Base Rate Loans shall be required to be prepaid on such
          Prepayment Date, and (b) on the last day of each Interest Period in
          effect after such Prepayment Date, Administrative Agent is irrevocably
          authorized and directed to apply funds held in the Investment Account
          (and liquidate investments held in the Investment Account as
          necessary) to prepay the LIBOR Loans for which the Interest Period is
          then ending until the aggregate of such prepayments equals the
          prepayment that would have been required on such Prepayment Date but
          for the operation of this subsection 2.4(iv)(d). So long as no Event
          of Default or Potential Event of Default has occurred and is
          continuing or would occur as a result thereof, at such time as the
          aggregate prepayments made pursuant to the immediately preceding
          sentence equals the prepayment that would have been required on such
          Prepayment Date but for the operation of this subsection 2.4B(iv)(d)
          (and excluding any amounts which would otherwise have been required to
          be paid under subsection 2.6D), any amounts remaining in the
          Investment Account after such prepayments, which amounts are
          attributable to the deposit made on the applicable Prepayment Date or
          to net income earned on such deposit, shall be remitted to an account
          designated by Borrower.

     C. General Provisions Regarding Payments.

          (i) Manner and Time of Payment. All payments by Borrower of principal,
              --------------------------
     interest, fees and other Obligations shall be made in Dollars in same day
     funds, without defense, setoff or counterclaim, free of any restriction or
     condition, and delivered to

                                       50



     Administrative Agent not later than 12:00 Noon (New York City time) on the
     date due at the Administrative Agent's Office for the account of Lenders;
     funds received by Administrative Agent after that time on such due date
     shall be deemed to have been paid by Borrower on the next succeeding
     Business Day. Notwithstanding the foregoing, payments of amounts deposited
     in the Investment Account pursuant to the proviso to subsection 2.4B(iv)(d)
     shall be deemed to have been paid by Borrower on the applicable date or
     dates such amounts are applied to prepay LIBOR Loans. Borrower hereby
     authorizes Administrative Agent to charge its accounts with Administrative
     Agent in order to cause timely payment to be made to Administrative Agent
     of all principal, interest, fees and expenses due hereunder (subject to
     sufficient funds being available in its accounts for that purpose).

          (ii) Application of Payments. Prior to any payments being applied to
               -----------------------
     principal or interest under this Agreement or under the Notes, such
     payments shall first be applied to any outstanding and payable fees, costs,
     expenses, indemnities or other Obligations (other than principal or
     interest due under the Loan Documents) then due and payable. Except as
     provided in subsection 2.2C, all payments in respect of the principal
     amount of any Loan shall include payment of accrued interest on the
     principal amount being repaid or prepaid, and all such payments (and, in
     any event, any payments in respect of any Loan on a date when interest is
     due and payable with respect to such Loan) shall be applied to the payment
     of interest before application to principal.

          (iii) Apportionment of Payments. Aggregate principal and interest
                -------------------------
     payments in respect of Term Loans and Revolving Loans shall be apportioned
     among all outstanding Loans to which such payments relate, in each case
     proportionately to Lenders' respective Pro Rata Shares. Administrative
     Agent shall promptly distribute to each Lender, at its primary address set
     forth in the Register or at such other address as such Lender may request,
     its Pro Rata Share of all such payments received by Administrative Agent
     and the commitment fees, if any, of such Lender when received by
     Administrative Agent pursuant to subsection 2.3. Notwithstanding the
     foregoing provisions of this subsection 2.4C(iii), if, pursuant to the
     provisions of subsection 2.6C, any Notice of Conversion/Continuation is
     withdrawn as to any Affected Lender or if any Affected Lender makes Base
     Rate Loans in lieu of its Pro Rata Share of any LIBOR Loans, Administrative
     Agent shall give effect thereto in apportioning payments received
     thereafter.

          (iv) Payments on Business Days. Whenever any payment to be made
               -------------------------
     hereunder shall be stated to be due on a day that is not a Business Day,
     such payment shall be made on the next succeeding Business Day and such
     extension of time shall be included in the computation of the payment of
     interest hereunder or of the commitment fees hereunder, as the case may be.

          (v) Notation of Payment. Each Lender agrees that before disposing of
              -------------------
     any Note held by it, or any part thereof (other than by granting
     participations therein), that Lender will use reasonable efforts to make a
     notation thereon of all Loans evidenced by that Note and all principal
     payments previously made thereon and of the date to which interest thereon
     has been paid; provided, that the failure to make (or any error in the
                    --------

                                       51



     making of) a notation of any Loan made under such Note shall not limit or
     otherwise affect the obligations of Borrower hereunder or under such Note
     with respect to any Loan or any payments of principal or interest on such
     Note or result in any liability for such Lender; and provided further,
     however, that in the event of any inconsistency the Register shall govern
     (absent manifest error).

     D. Application of Proceeds of Collateral and Payments Under Subsidiary
Guaranty.

          (i) Application of Proceeds of Collateral. Upon the occurrence and
              -------------------------------------
     during the continuance of an Event of Default, (a) all payments received on
     account of the Obligations, whether from the Borrower or any Subsidiary
     Guarantor or otherwise, shall be applied by Administrative Agent against
     the Obligations and (b) all proceeds received by Administrative Agent in
     respect of any sale of, collection from, or other realization upon all or
     any part of the Collateral under any Collateral Document may, in the
     discretion of Administrative Agent, be held by Administrative Agent as
     Collateral for, and/or (then or at any time thereafter) applied in full or
     in part by Administrative Agent against, the applicable Secured Obligations
     (as defined in such Collateral Document), in each case, in the following
     order of priority:

               (a) To the payment of all costs and expenses of such sale,
          collection or other realization, including the reasonable fees and
          expenses of Administrative Agent and its agents and counsel, and all
          other expenses, liabilities and advances made or incurred by
          Administrative Agent in connection therewith, and all amounts for
          which Administrative Agent is entitled to compensation (including the
          fees described in subsection 2.3), reimbursement and indemnification
          under such Loan Document and all advances made by Administrative Agent
          thereunder for the account of the applicable Loan Party, and to the
          payment of all costs and expenses paid or incurred by Administrative
          Agent in connection with such Loan Document, all in accordance with
          the terms of this Agreement and such Loan Document;

               (b) thereafter, to the extent of any excess of such proceeds, to
          the payment of all other such Secured Obligations (as such term is
          defined in the applicable Collateral Document) for the ratable benefit
          of the holders thereof; and

               (c) thereafter, to the extent of any excess of such proceeds, to
          the payment to or upon the order of such Loan Party or to whosoever
          may be lawfully entitled to receive the same or as a court of
          competent jurisdiction may direct.

          (ii) Application of Payments Under Subsidiary Guaranty. All payments
               -------------------------------------------------
     received by Administrative Agent under the Subsidiary Guaranty shall be
     applied promptly from time to time by Administrative Agent in the following
     order of priority:

               (a) To the payment of all costs and expenses of collection or
          other realization, including the reasonable fees and expenses of
          Administrative Agent and its agents and counsel, and all other
          expenses, liabilities and advances made

                                       52



          or incurred by Administrative Agent in connection therewith, and all
          amounts for which Administrative Agent is entitled to compensation
          (including the fees described in subsection 2.3), reimbursement and
          indemnification under the Subsidiary Guaranty and all advances made by
          Administrative Agent thereunder for the account of the applicable Loan
          Party, and to the payment of all costs and expenses paid or incurred
          by Administrative Agent in connection with the Subsidiary Guaranty,
          all in accordance with the terms of this Agreement and the Subsidiary
          Guaranty;

               (b) thereafter, to the extent of any excess of such payments, to
          the payment of all other Guarantied Obligations (as defined in the
          Subsidiary Guaranty) for the ratable benefit of the holders thereof;
          and

               (c) thereafter, to the extent of any excess of such payments, to
          the payment to the applicable Subsidiary Guarantor or to whosoever may
          be lawfully entitled to receive the same or as a court of competent
          jurisdiction may direct.

2.5  Use of Proceeds.
     ---------------

     A. Term Loans and Revolving Loans. The proceeds of the Term Loans and
Revolving Loans made on the Effective Date shall be applied by Borrower to fund
the Refinancing and to pay Transaction Costs.

     B. Excess Term Loans, Revolving Loans. (x) The proceeds of any Term Loans
made pursuant to subsection 2.1A(iii), and (y) the proceeds of any Revolving
Loans made after the Effective Date shall be applied by Borrower for working
capital and other general corporate purposes, which may include the making of
intercompany loans to any of Borrower's wholly-owned Restricted Subsidiaries, in
accordance with subsection 7.1(iii), for their own working capital and general
corporate purposes.

     C. Margin Regulations. No portion of the proceeds of any borrowing under
this Agreement shall be used by Borrower or any of its Subsidiaries in any
manner that might cause the borrowing or the application of such proceeds to
violate Regulation T, Regulation U or Regulation X of the Board of Governors of
the Federal Reserve System or any other regulation of such Board or to violate
the Exchange Act, in each case as in effect on the date or dates of such
borrowing and such use of proceeds.

2.6  Special Provisions Governing LIBOR Loans.
     ----------------------------------------

          Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to LIBOR Loans as to the
matters covered:

     A. Determination of Applicable Interest Rate. As soon as practicable after
12:00 Noon (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the LIBOR Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Borrower and each
Lender.

                                       53



     B. Inability to Determine Applicable Interest Rate. If Administrative Agent
shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto), on any Interest Rate Determination Date with
respect to any LIBOR Loans, that by reason of circumstances affecting the market
for LIBOR loans adequate and fair means do not exist for ascertaining the
interest rate applicable to such Loans on the basis provided for in the
definition of Adjusted LIBOR, Administrative Agent shall on such date give
notice (by telefacsimile or by telephone confirmed in writing) to Borrower and
each Lender of such determination, whereupon (i) no Loans may be made as, or
converted to, LIBOR Loans until such time as Administrative Agent notifies
Borrower and Lenders that the circumstances giving rise to such notice no longer
exist and (ii) any Notice of Borrowing or Notice of Conversion/Continuation
given by Borrower with respect to the Loans in respect of which such
determination was made shall be deemed to be rescinded by Borrower.

     C. Illegality or Impracticability of LIBOR Loans. If on any date any Lender
shall have determined (which determination shall be final and conclusive and
binding upon all parties hereto but shall be made only after consultation with
Borrower and Administrative Agent) that the making, maintaining or continuation
of its LIBOR Loans (i) has become unlawful as a result of compliance by such
Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable, or would cause such Lender material hardship, as a result of
contingencies occurring after the date of this Agreement which materially and
adversely affect the market for LIBOR loans or the position of such Lender in
that market, then, and in any such event, such Lender shall be an "Affected
Lender" and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Borrower and Administrative Agent of such determination
(which notice Administrative Agent shall promptly transmit to each other
Lender). Thereafter (a) the obligation of the Affected Lender to make Loans as,
or to convert Loans to, LIBOR Loans shall be suspended until such notice shall
be withdrawn by the Affected Lender, (b) to the extent such determination by the
Affected Lender relates to a LIBOR Loan then being requested by Borrower
pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation, the
Affected Lender shall make such Loan as (or convert such Loan to, as the case
may be) a Base Rate Loan, (c) the Affected Lender's obligation to maintain its
outstanding LIBOR Loans (the "Affected Loans") shall be terminated at the
earlier to occur of the expiration of the Interest Period then in effect with
respect to the Affected Loans or when required by law, and (d) the Affected
Loans shall automatically convert into Base Rate Loans on the date of such
termination. Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a LIBOR Loan then being requested
by Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Borrower shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Loans in accordance with the terms of this Agreement.

                                       54



     D. Compensation For Breakage or Non-Commencement of Interest Periods.
Borrower shall compensate each Lender, upon written request by that Lender
(which request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its LIBOR Loans and
any loss, expense or liability sustained by that Lender in connection with the
liquidation or re-employment of such funds) which that Lender may sustain: (i)
if for any reason (other than a default by that Lender) a borrowing of any LIBOR
Loan does not occur on a date specified therefor in a Notice of Borrowing or a
telephonic request for borrowing, or a conversion to or continuation of any
LIBOR Loan does not occur on a date specified therefor in a Notice of
Conversion/Continuation or a telephonic request for conversion or continuation,
(ii) if any prepayment (including any prepayment or conversion occasioned by the
circumstances described in subsection 2.6C) or other principal payment or
prepayment or any conversion of any of its LIBOR Loans occurs on a date prior to
the last day of an Interest Period applicable to that Loan, (iii) if any
prepayment of any of its LIBOR Loans is not made on any date specified in a
notice of prepayment given by Borrower, (iv) as a consequence of any other
default by Borrower in the repayment of its LIBOR Loans when required by the
terms of this Agreement, or (v) as a consequence of becoming a Replaced Lender
pursuant to subsection 2.8B.

     E. Booking of LIBOR Loans. Any Lender may make, carry or transfer LIBOR
Loans at, to, or for the account of any of its branch offices or the office of
an Affiliate of that Lender.

     F. Assumptions Concerning Funding of LIBOR Loans. Calculation of all
amounts payable to a Lender under this subsection 2.6 and under subsection 2.7A
shall be made as though that Lender had actually funded each of its relevant
LIBOR Loans through the purchase of a Eurodollar deposit bearing interest at the
rate obtained pursuant to clause (i) of the definition of Adjusted LIBOR in an
amount equal to the amount of such LIBOR Loan and having a maturity comparable
to the relevant Interest Period and through the transfer of such Eurodollar
deposit from an offshore office of that Lender to a domestic office of that
Lender in the United States of America whether or not its LIBOR Loans had been
funded in such manner ; provided, however, that each Lender may fund each of its
                        --------  -------
LIBOR Loans in any manner it sees fit and the foregoing assumptions shall be
utilized only for the purposes of calculating amounts payable under this
subsection 2.6 and under subsection 2.7A.

     G. LIBOR Loans After Default. After the occurrence of and during the
continuation of a Potential Event of Default or an Event of Default, (i)
Borrower may not elect to have a Loan be made or maintained as, or converted to,
a LIBOR Loan after the expiration of any Interest Period then in effect for that
Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/Continuation given by Borrower with respect to
a requested borrowing or conversion/continuation that has not yet occurred shall
be deemed to be rescinded by Borrower.

2.7  Increased Costs; Taxes; Capital Adequacy.
     ----------------------------------------

     A. Compensation for Increased Costs and Taxes. Subject to the provisions of
subsection 2.7B (which shall be controlling with respect to the matters covered
thereby), if any Lender shall determine (which determination shall, absent
manifest error, be final and conclusive

                                       55



and binding upon all parties hereto) that any law, treaty or governmental rule,
regulation or order, or any change therein or in the interpretation,
administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of
a court or Government Authority, in each case that becomes effective after the
date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other
Government Authority or quasi-Government Authority (whether or not having the
force of law):

          (i) subjects such Lender (or its applicable lending office) to any
     additional Tax with respect to this Agreement or any of its obligations
     hereunder (including with respect to issuing or maintaining any Letters of
     Credit or purchasing or maintaining any participations therein or
     maintaining any Commitment hereunder) or any payments to such Lender (or
     its applicable lending office) of principal, interest, fees or any other
     amount payable hereunder;

          (ii) imposes, modifies or holds applicable any reserve (including any
     marginal, emergency, supplemental, special or other reserve), special
     deposit, compulsory loan, FDIC insurance or similar requirement against
     assets held by, or deposits or other liabilities in or for the account of,
     or advances or loans by, or other credit extended by, or any other
     acquisition of funds by, any office of such Lender (other than any such
     reserve or other requirements with respect to LIBOR Loans that are
     reflected in the definition of Adjusted LIBOR); or

          (iii) imposes any other condition (other than with respect to a Tax
     matter) on or affecting such Lender (or its applicable lending office) or
     its obligations hereunder or the market for LIBOR loans;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein hereunder or to reduce any
amount received or receivable by such Lender (or its applicable lending office)
with respect thereto; then, in any such case, Borrower shall promptly pay to
such Lender, upon receipt of the statement referred to in the next sentence,
such additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
on an after-tax basis for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall deliver to Borrower (with a
copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Lender
under this subsection 2.7A, which statement shall be conclusive and binding upon
all parties hereto absent manifest error; provided, however, that Borrower shall
                                          --------  -------
be liable for such additional amounts only if such Lender shall have delivered
such written statement to Borrower within 90 days after such Lender shall have
made such determination of any such increased costs; and provided further that
                                                         -------- -------
if such Lender delivers such written statement after such 90 day period, then
Borrower shall be liable only for such additional amounts arising after delivery
to Borrower of such written statement.

                                       56



     B. Withholding of Taxes.

          (i) Payments to Be Free and Clear. All sums payable by Borrower under
              -----------------------------
     this Agreement and the other Loan Documents shall (except to the extent
     required by law) be paid free and clear of, and without any deduction or
     withholding on account of, any Tax imposed, levied, collected, withheld or
     assessed by or within the United States of America or any political
     subdivision in or of the United States of America or any other jurisdiction
     from or to which a payment is made by or on behalf of Borrower or by any
     federation or organization of which the United States of America or any
     such jurisdiction is a member at the time of payment.

          (ii) Grossing-up of Payments. If Borrower or any other Person is
               -----------------------
     required by law to make any deduction or withholding on account of any such
     Tax from any sum paid or payable by Borrower to Administrative Agent or any
     Lender under any of the Loan Documents:

               (a) Borrower shall notify Administrative Agent of any such
          requirement or any change in any such requirement as soon as Borrower
          becomes aware of it;

               (b) Borrower shall pay any such Tax before the date on which
          penalties attach thereto, such payment to be made (if the liability to
          pay is imposed on Borrower) for its own account or (if that liability
          is imposed on Administrative Agent or such Lender, as the case may be)
          on behalf of and in the name of Administrative Agent or such Lender;

               (c) the sum payable by Borrower in respect of which the relevant
          deduction, withholding or payment is required shall be increased to
          the extent necessary to ensure that, after the making of that
          deduction, withholding or payment, Administrative Agent or such
          Lender, as the case may be, receives on the due date a net sum equal
          to what it would have received had no such deduction, withholding or
          payment been required or made; and

               (d) within 30 days after paying any sum from which it is required
          by law to make any deduction or withholding, and within 30 days after
          the due date of payment of any Tax which it is required by clause (b)
          above to pay, Borrower shall deliver to Administrative Agent and the
          affected Lenders evidence satisfactory to Administrative Agent and the
          other affected parties of such deduction, withholding or payment and
          of the remittance thereof to the relevant taxing or other authority;

     provided that no such additional amount shall be required to be paid to any
     --------
     Lender under clause (c) above except to the extent that any change after
     the date hereof (in the case of each Lender listed on the signature pages
     hereof) or after the date of the Assignment Agreement pursuant to which
     such Lender became a Lender (in the case of each other Lender) in any such
     requirement for a deduction, withholding or payment as is mentioned therein
     shall result in an increase in the rate of such deduction, withholding or
     payment

                                       57



     from that in effect at the date of this Agreement or at the date of such
     Assignment Agreement, as the case may be, in respect of payments to such
     Lender.

          (iii) Evidence of Exemption from U.S. Withholding Tax.
                -----------------------------------------------

               (a) Each Lender that is organized under the laws of any
          jurisdiction other than the United States or any state or other
          political subdivision thereof (for purposes of this subsection
          2.7B(iii), a "Non-US Lender") shall deliver to Administrative Agent
          and to Borrower, on or prior to the Effective Date (in the case of
          each Lender listed on the signature pages hereof) or on or prior to
          the date of the Assignment Agreement pursuant to which it becomes a
          Lender (in the case of each other Lender), and at such other times as
          may be necessary in the determination of Borrower or Administrative
          Agent (each in the reasonable exercise of its discretion), two
          original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or
          any successor forms) properly completed and duly executed by such
          Non-US Lender, or, in the case of a Non-US Lender claiming exemption
          from United States federal withholding tax under Section 871(h) or
          881(c) of the Internal Revenue Code with respect to payments of
          "portfolio interest", a form W-8BEN, and, in the case of a Lender that
          has certified in writing to Administrative Agent that it is not a
          "bank" (as defined in Section 881(c)(3)(A) of the Internal Revenue
          Code), a Certificate re: Non-Domestic Bank Status of such Non-US
          Lender certifying that such Lender is not (i) a "bank" for purposes of
          Section 881(c) of the Internal Revenue Code, (ii) a ten-percent
          shareholder (within the meaning of Section 871(h)(3)(B) of the
          Internal Revenue Code) of Borrower, or (iii) a controlled foreign
          corporation related to Borrower (within the meaning of Section
          864(d)(4) of the Internal Revenue Code) in each case together with any
          other certificate or statement of exemption required under the
          Internal Revenue Code or the regulations issued thereunder to
          establish that such Lender is not subject to United States withholding
          tax with respect to any payments to such Lender of interest payable
          under any of the Loan Documents.

               (b) Each Non-US Lender, to the extent it does not act or ceases
          to act for its own account with respect to any portion of any sums
          paid or payable to such Lender under any of the Loan Documents (for
          example, in the case of a typical participation by such Lender), shall
          deliver to Administrative Agent and to Borrower, on or prior to the
          Effective Date (in the case of each Non-US Lender listed on the
          signature pages hereof), on or prior to the date of the Assignment
          Agreement pursuant to which it becomes a Lender (in the case of each
          other Non-US Lender), or on such later date when such Non-US Lender
          ceases to act for its own account with respect to any portion of any
          such sums paid or payable, and at such other times as may be necessary
          in the determination of Borrower or Administrative Agent (each in the
          reasonable exercise of its discretion), (1) two original copies of the
          forms or statements required to be provided by such Non-US Lender
          under subsection 2.7B(iii)(a), properly completed and duly executed by
          such Non-US Lender, to establish the portion of any such sums paid or
          payable with respect to which such Non-US Lender acts for its own
          account that is not subject to United States withholding tax, and (2)
          two original copies of Internal

                                       58



          Revenue Service Form W-8IMY (or any successor forms) properly
          completed and duly executed by such Non-US Lender, together with any
          information, if any, such Non-US Lender chooses to transmit with such
          form, and any other certificate or statement of exemption required
          under the Internal Revenue Code or the regulations issued thereunder,
          to establish that such Non-US Lender is not acting for its own account
          with respect to a portion of any such sums payable to such Non-US
          Lender.

               (c) Each Non-US Lender hereby agrees, from time to time after the
          initial delivery by such Non-US Lender of such forms, whenever a lapse
          in time or change in circumstances renders such forms, certificates or
          other evidence so delivered obsolete or inaccurate in any material
          respect or if, by virtue of a change in law or regulations, such forms
          are no longer valid evidence of a Person's exemption from withholding
          tax which is reasonably satisfactory to Borrower, that such Non-US
          Lender shall promptly (1) deliver to Administrative Agent and to
          Borrower two original copies of renewals, amendments or additional or
          successor forms, properly completed and duly executed by such Non-US
          Lender, together with any other certificate or statement of exemption
          required in order to confirm or establish that such Non-US Lender is
          not subject to United States withholding tax with respect to payments
          to such Non-US Lender under the Loan Documents and, if applicable,
          that such Non-US Lender does not act for its own account with respect
          to any portion of any such payments, or (2) notify Administrative
          Agent and Borrower of its inability to deliver any such forms,
          certificates or other evidence.

               (d) Borrower shall not be required to pay any additional amount
          to any Non-US Lender under clause (c) of subsection 2.7B(ii), (1) with
          respect to any Tax required to be deducted or withheld on the basis of
          the information, certificates or statements of exemption such Lender
          chooses to transmit with an Internal Revenue Services Form W-8IMY
          pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Non-US Lender
          shall have failed to satisfy the requirements of clause (a), (b) or
          (c)(1) of this subsection 2.7B(iii); provided that if such Lender
                                               --------
          shall have satisfied the requirements of subsection 2.7B(iii)(a) on
          the date such Non-US Lender became a Lender, nothing in this
          subsection 2.7B(iii)(d) shall relieve Borrower of its obligation to
          pay any amounts pursuant to subsection 2.7B(ii)(c) if, as a result of
          any change in any applicable law, treaty or governmental rule,
          regulation or order, or any change in the interpretation,
          administration or application thereof, such Non-US Lender is no longer
          properly entitled to deliver forms, certificates or other evidence at
          a subsequent date establishing the fact that such Non-US Lender is not
          subject to withholding as described in subsection 2.7B(iii)(a).

     C. Capital Adequacy Adjustment. If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability after the date hereof of
any law, rule or regulation (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration
thereof by any Government Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by

                                       59



any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Government Authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Borrower from
such Lender of the statement referred to in the next sentence, Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such reduction.
Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a
written statement, setting forth in reasonable detail the basis of the
calculation of such additional amounts, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

2.8  Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of
     ---------------------------------------------------------------------
     Lender.
     ------

     A. Mitigation. Each Lender and Issuing Lender agrees that, as promptly as
practicable after the officer of such Lender or Issuing Lender responsible for
administering the Loans or Letters of Credit of such Lender or Issuing Lender,
as the case may be, becomes aware of the occurrence of an event or the existence
of a condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender or Issuing Lender to receive payments under subsection
2.7 or subsection 3.6, it will, to the extent not inconsistent with the internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit of such
Lender or Issuing Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other measures as such Lender
or Issuing Lender may deem reasonable, if as a result thereof the circumstances
which would cause such Lender to be an Affected Lender would cease to exist or
the additional amounts which would otherwise be required to be paid to such
Lender or Issuing Lender pursuant to subsection 2.7 or subsection 3.6 would be
materially reduced and if, as determined by such Lender or Issuing Lender in its
sole discretion, the making, issuing, funding or maintaining of such Commitments
or Loans or Letters of Credit through such other lending or letter of credit
office or in accordance with such other measures, as the case may be, would not
be disadvantageous to such Lender or Issuing Lender or otherwise materially
adversely affect such Commitments or Loans or Letters of Credit or the interests
of such Lender or Issuing Lender; provided that such Lender or Issuing Lender
will not be obligated to utilize such other lending or letter of credit office
pursuant to this subsection 2.8A unless Borrower agrees to pay all incremental
expenses incurred by such Lender or Issuing Lender as a result of utilizing such
other lending or letter of credit office as described in clause (i) above. A
certificate as to the amount of any such expenses payable by Borrower pursuant
to this subsection 2.8A (setting forth in reasonable detail the basis for
requesting such amount) submitted by such Lender or Issuing Lender to Borrower
(with a copy to Administrative Agent) shall be conclusive absent manifest error.

                                       60



     B. Replacement of Lender. If Borrower receives a notice pursuant to
subsection 2.7A, 2.7C or 3.6 or a notice from any applicable Gaming Authority
that a Lender is no longer qualified or suitable to make Loans to Borrower under
the applicable Gaming Laws (and such Lender is notified by Borrower and
Administrative Agent in writing of such disqualification), Borrower shall have
the right, if no Potential Event of Default or Event of Default then exists, to
replace such Lender (a "Replaced Lender") with one or more Eligible Assignees
(collectively, the "Replacement Lender") acceptable to Administrative Agent;
provided that (i) at the time of any replacement pursuant to this subsection
- --------
2.8B, the Replacement Lender shall enter into one or more Assignment Agreements
pursuant to subsection 10.1B (and with all fees payable pursuant to such
subsection 10.1B to be paid by the Replacement Lender) pursuant to which the
Replacement Lender shall acquire all of the outstanding Loans and Commitments
of, and in each case participations in Letters of Credit by, the Replaced Lender
and, in connection therewith, shall pay to (x) the Replaced Lender in respect
thereof an amount equal to the sum of (A) an amount equal to the principal of
all outstanding Loans of the Replaced Lender and (B) an amount equal to all
unpaid drawings with respect to Letters of Credit that have been funded by (and
not reimbursed to) such Replaced Lender, and (y) the appropriate Issuing Lender
an amount equal to such Replaced Lender's Pro Rata Share of any unpaid drawings
with respect to Letters of Credit (which at such time remains an unpaid drawing)
issued by it to the extent such amount was not theretofore funded by such
Replaced Lender, and (ii) all obligations (including, without limitation, all
such amounts, if any, owing under subsection 2.6D) of Borrower owing to the
Replaced Lender (other than those specifically described in clause (i) above in
respect of which the assignment purchase price has been, or is concurrently
being, paid), shall be paid in full to such Replaced Lender concurrently with
such replacement. All accrued but unpaid interest, commitment fees and letter of
credit fees and other amounts payable to the Replaced Lender shall be paid in
accordance with the terms set forth in the respective Assignment Agreement. Upon
the execution and delivery of the respective Assignment Agreements, the payment
of amounts referred to in clauses (i) and (ii) above and delivery to the
Replacement Lender of the appropriate Note or Notes executed by Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall
cease to constitute a Lender hereunder except with respect to indemnification
and confidentiality provisions under this Agreement which by the terms of this
Agreement survive the termination of this Agreement, which indemnification and
confidentiality provisions shall survive as to such Replaced Lender.
Notwithstanding anything to the contrary contained above, no Issuing Lender may
be replaced hereunder at any time while it has Letters of Credit outstanding
hereunder unless arrangements satisfactory to such Issuing Lender (including the
furnishing of a Letter of Credit in form and substance, and issued by an issuer,
satisfactory to such Issuing Lender or the furnishing of cash collateral in
amounts and pursuant to arrangements satisfactory to such Issuing Lender or the
cancellation and return of such outstanding Letter of Credit) have been made
with respect to such outstanding Letters of Credit.

Section 3. LETTERS OF CREDIT

3.1  Issuance of Letters of Credit and Lenders' Purchase of Participations
     ---------------------------------------------------------------------
     Therein.
     -------

     A. Letters of Credit. In addition to Borrower requesting that Revolving
Lenders make Revolving Loans pursuant to subsection 2.1A(ii), Borrower may
request, in accordance with the provisions of this subsection 3.1, from time to
time during the period from the Effective

                                       61



Date to but excluding the Revolving Loan Commitment Termination Date, that one
or more Revolving Lenders issue Letters of Credit for the account of Borrower
for the purposes specified in the definition of Standby Letters of Credit.
Subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Borrower herein set forth, any one or more
Revolving Lenders may, but (except as provided in subsection 3.1B(ii)) shall not
be obligated to, issue such Letters of Credit in accordance with the provisions
of this subsection 3.1; provided that Borrower shall not request that any
                        --------
Revolving Lender issue (and no Revolving Lender shall issue):

          (i) any Letter of Credit if, after giving effect to such issuance, the
     Total Utilization of Revolving Loan Commitments would exceed the Revolving
     Loan Commitments then in effect;

          (ii) any Letter of Credit if, after giving effect to such issuance,
     the Letter of Credit Usage would exceed $20,000,000;

          (iii) any Letter of Credit having an expiration date later than the
     earlier of (a) ten days prior to the Revolving Loan Commitment Termination
     Date and (b) the date which is one year from the date of issuance of such
     Letter of Credit; provided that the immediately preceding clause (b) shall
                       --------
     not prevent any Issuing Lender (but subject to clause (a)) from agreeing
     that a Letter of Credit will automatically be extended for one or more
     successive periods not to exceed one year each unless such Issuing Lender
     elects not to extend for any such additional period; and provided further
                                                              -------- -------
     that such Issuing Lender shall elect not to extend such Letter of Credit if
     it has knowledge that an Event of Default or Potential Event of Default has
     occurred and is continuing (and has not been waived in accordance with
     subsection 10.6) at the time such Issuing Lender must elect whether or not
     to allow such extension;

          (iv) any Letter of Credit for the purpose of supporting (a) trade
     payables or (b) any Indebtedness constituting "antecedent debt" (as that
     term is used in Section 547 of the Bankruptcy Code);

          (v) any Letter of Credit denominated in a currency other than Dollars;
     and

          (vi) any Letter of Credit that is otherwise unacceptable to the
     Issuing Lender in its reasonable discretion.

     B.   Mechanics of Issuance.

          (i) Notice of Issuance. Whenever Borrower desires the issuance of a
              ------------------
     Letter of Credit, it shall deliver to Administrative Agent a Notice of
     Issuance of Letter of Credit substantially in the form of Exhibit III
                                                               -----------
     annexed hereto no later than 11:00 A.M. (New York City time) at least three
     Business Days, or such shorter period as may be agreed to by the Issuing
     Lender in any particular instance, in advance of the proposed date of
     issuance. The Notice of Issuance of Letter of Credit shall specify (a) the
     proposed date of issuance (which shall be a Business Day), (b) the face
     amount of the Letter of Credit, (c) the expiration date of the Letter of
     Credit, (d) the name and address of the beneficiary, and (e) either the
     verbatim text of the proposed Letter of Credit or the proposed terms and

                                       62



     conditions thereof, including a precise description of any documents to be
     presented by the beneficiary which, if presented by the beneficiary prior
     to the expiration date of the Letter of Credit, would require the Issuing
     Lender to make payment under the Letter of Credit and if CIBC is the
     Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a
     current application form from CIBC with respect to the issuance of such
     Letter of Credit; provided that the Issuing Lender, in its reasonable
                       --------
     discretion, may require changes in the text of the proposed Letter of
     Credit or any such documents; and provided further that no Letter of Credit
                                       -------- -------
     shall require payment against a conforming draft to be made thereunder on
     the same business day (under the laws of the jurisdiction in which the
     office of the Issuing Lender to which such draft is required to be
     presented is located) that such draft is presented if such presentation is
     made after 10:00 A.M. (in the time zone of such office of the Issuing
     Lender) on such business day.

          Borrower shall notify the applicable Issuing Lender (and
     Administrative Agent, if Administrative Agent is not such Issuing Lender)
     prior to the issuance of any Letter of Credit if any of the matters to
     which Borrower is required to certify in the applicable Notice of Issuance
     of Letter of Credit is no longer true and correct as of the proposed date
     of issuance of such Letter of Credit, and upon the issuance of any Letter
     of Credit Borrower shall be deemed to have re-certified, as of the date of
     such issuance, as to the matters to which Borrower is required to certify
     in the applicable Notice of Issuance of Letter of Credit.

          (ii) Determination of Issuing Lender. Upon receipt by Administrative
               -------------------------------
     Agent of a Notice of Issuance of Letter of Credit pursuant to subsection
     3.1B(i) requesting the issuance of a Letter of Credit, if Administrative
     Agent elects to issue such Letter of Credit, Administrative Agent shall
     promptly so notify Borrower, and Administrative Agent shall be the Issuing
     Lender with respect thereto. If Administrative Agent, in its sole
     discretion, elects not to issue such Letter of Credit, Administrative Agent
     shall promptly so notify Borrower, whereupon Borrower may request any other
     Revolving Lender to issue such Letter of Credit by delivering to such
     Revolving Lender a copy of the applicable Notice of Issuance of Letter of
     Credit. Any Revolving Lender so requested to issue such Letter of Credit
     shall promptly notify Borrower and Administrative Agent whether or not, in
     its sole discretion, it has elected to issue such Letter of Credit, and any
     such Revolving Lender that so elects to issue such Letter of Credit shall
     be the Issuing Lender with respect thereto. If all other Revolving Lenders
     shall have declined to issue such Letter of Credit, notwithstanding the
     prior election of Administrative Agent not to issue such Letter of Credit,
     Administrative Agent shall be obligated to issue such Letter of Credit and
     shall be the Issuing Lender with respect thereto, notwithstanding the fact
     that the Letter of Credit Usage with respect to such Letter of Credit and
     with respect to all other Letters of Credit issued by Administrative Agent,
     when aggregated with Administrative Agent's outstanding Revolving Loans,
     may exceed Administrative Agent's Revolving Loan Commitment then in effect.

          (iii) Issuance of Letter of Credit. Upon satisfaction or waiver (in
                ----------------------------
     accordance with subsection 10.6) of the conditions set forth in subsection
     4.3, the Issuing Lender shall issue the requested Letter of Credit in
     accordance with the Issuing Lender's standard operating procedures.

                                       63



          (iv) Notification to Lenders. Upon the issuance of or amendment to any
               -----------------------
     Letter of Credit, the applicable Issuing Lender shall promptly notify
     Administrative Agent of such issuance or amendment in writing and such
     notice shall be accompanied by a copy of such Letter of Credit or
     amendment. Promptly after receipt of notice of any issuance of a Letter of
     Credit (or, if Administrative Agent is the Issuing Lender, together with
     such notice), Administrative Agent shall notify each Revolving Lender of
     the amount of such Revolving Lender's respective participation in such
     Letter of Credit, determined in accordance with subsection 3.1C.

     C. Revolving Lenders' Purchase of Participations in Letters of Credit.
Immediately upon the issuance of each Letter of Credit, each Revolving Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Revolving Lender's Pro Rata Share of the
maximum amount that is or at any time may become available to be drawn
thereunder.

3.2  Letter of Credit Fees.
     ---------------------

          Borrower agrees to pay the following amounts with respect to Letters
of Credit issued hereunder:

          (i) with respect to each Letter of Credit, (a) a fronting fee, payable
     directly to the applicable Issuing Lender for its own account, equal to
     0.25% per annum of the daily amount available to be drawn under such Letter
     of Credit, and (b) a letter of credit fee, payable to Administrative Agent
     for the account of Revolving Lenders, equal to the daily amount available
     to be drawn under such Letter of Credit multiplied by the Applicable LIBOR
                                             ----------
     Margin for Revolving Loans, each such fronting fee or letter of credit fee
     to be payable in arrears on and to (but excluding) the last Business Day of
     each March, June, September and December of each year commencing on the
     first such date to occur after the Effective Date, and computed on the
     basis of a 360-day year for the actual number of days elapsed; and

          (ii) with respect to the issuance, amendment or transfer of each
     Letter of Credit and each payment of a drawing made thereunder (without
     duplication of the fees payable under clause (i) above), documentary and
     processing charges payable directly to the applicable Issuing Lender for
     its own account in accordance with such Issuing Lender's standard schedule
     for such charges in effect at the time of such issuance, amendment,
     transfer or payment, as the case may be.

For purposes of calculating any fees payable under clause (i) of this subsection
3.2, the daily amount available to be drawn under any Letter of Credit shall be
determined as of the close of business on any date of determination. Promptly
upon receipt by Administrative Agent of any amount described in clause (i)(b) of
this subsection 3.2, Administrative Agent shall distribute to each Revolving
Lender its Pro Rata Share of such amount.

                                       64



3.3  Drawings and Reimbursement of Amounts Paid Under Letters of Credit.
     ------------------------------------------------------------------

     A. Responsibility of Issuing Lender With Respect to Drawings. In
determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit.

     B. Reimbursement by Borrower of Amounts Paid Under Letters of Credit. If an
Issuing Lender has determined to honor a drawing under a Letter of Credit issued
by it, such Issuing Lender shall immediately notify Borrower and Administrative
Agent, and Borrower shall reimburse such Issuing Lender no later than the next
succeeding Business Day (the "Reimbursement Date") in an amount in Dollars and
in same day funds equal to the amount of such honored drawing plus interest, if
any, thereon as provided in subsection 3.3D(i) for the period from the date of
drawing to the date of reimbursement (including by the making of Revolving
Loans) (the "LC Reimbursement Amount"); provided that, anything contained in
                                        --------
this Agreement to the contrary notwithstanding, (i) unless Borrower shall have
notified Administrative Agent and such Issuing Lender prior to 12:00 P.M. (New
York City time) on the Reimbursement Date such drawing is honored that Borrower
intends to reimburse such Issuing Lender for the LC Reimbursement Amount with
funds other than the proceeds of Revolving Loans, Borrower shall be deemed to
have given a timely Notice of Borrowing to Administrative Agent requesting
Revolving Lenders to make Revolving Loans that are Base Rate Loans on the
Reimbursement Date in an amount in Dollars equal to the LC Reimbursement Amount
(and Administrative Agent shall promptly give notice thereof to each Lender by
telefacsimile or electronic mail or by telephone promptly confirmed by
telefacsimile or electronic mail) and (ii) subject to satisfaction or waiver of
the conditions specified in subsection 4.2B, Revolving Lenders shall, on the
Reimbursement Date, make Revolving Loans that are Base Rate Loans in the LC
Reimbursement Amount, the proceeds of which shall be applied directly by
Administrative Agent to reimburse such Issuing Lender in an amount equal to the
LC Reimbursement Amount; and provided, further that if for any reason proceeds
                             --------  -------
of Revolving Loans are not received by Administrative Agent on the Reimbursement
Date in an amount equal to the LC Reimbursement Amount, Borrower shall reimburse
Administrative Agent, on demand, in an amount in same day funds equal to the
excess of (x) the LC Reimbursement Amount over (y) the aggregate amount of such
Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B
shall be deemed to relieve any Revolving Lender from its obligation to make
Revolving Loans on the terms and conditions set forth in this Agreement, and
Borrower shall retain any and all rights it may have against any Revolving
Lender resulting from the failure of such Revolving Lender to make such
Revolving Loans under this subsection 3.3B. The Issuing Lender may honor or
dishonor any drawing in accordance with the terms of the Letter of Credit
without regard to any instruction of the Borrower.

     C. Payment by Revolving Lenders of Unreimbursed Amounts Paid Under Letters
of Credit.

          (i) Payment by Revolving Lenders. If Borrower shall fail for any
              ----------------------------
     reason to reimburse any Issuing Lender (or Administrative Agent) as
     provided in subsection 3.3B in an amount equal to the amount of any drawing
     honored by such Issuing Lender under a

                                       65



     Letter of Credit issued by it, Administrative Agent shall promptly notify
     each other Revolving Lender of the unreimbursed amount of such honored
     drawing and of such other Revolving Lender's respective participation
     therein based on such Revolving Lender's Pro Rata Share of the Revolving
     Loan Commitment by telefacsimile or by telephone promptly confirmed by
     telefacsimile. Each Revolving Lender shall make available to Administrative
     Agent for the account of such Issuing Lender an amount equal to its
     respective participation, in Dollars and in same day funds, at the
     Administrative Agent's office, not later than 2:00 P.M. (New York City
     time) on the Business Day notified by Administrative Agent. If any
     Revolving Lender fails to make available to Administrative Agent for the
     account of such Issuing Lender on such Business Day the amount of such
     Revolving Lender's participation in such Letter of Credit as provided in
     this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall
     be entitled to recover such amount on demand from such Revolving Lender
     together with interest thereon at the rate customarily used by such Issuing
     Lender for the correction of errors among banks for three Business Days and
     thereafter at the Base Rate. Nothing in this subsection 3.3C shall be
     deemed to prejudice the right of any Revolving Lender to recover from any
     Issuing Lender any amounts made available by such Revolving Lender to such
     Issuing Lender pursuant to this subsection 3.3C if it is determined by the
     final judgment of a court of competent jurisdiction that the payment with
     respect to a Letter of Credit by such Issuing Lender in respect of which
     payment was made by such Revolving Lender constituted gross negligence or
     willful misconduct on the part of such Issuing Lender.

          (ii) Distribution to Revolving Lenders of Reimbursements Received From
               -----------------------------------------------------------------
     Borrower. If Administrative Agent for the account of any Issuing Lender
     --------
     shall have been reimbursed by other Revolving Lenders pursuant to
     subsection 3.3C(i) for all or any portion of any drawing honored by such
     Issuing Lender under a Letter of Credit issued by it, Administrative Agent
     shall promptly distribute to each other Revolving Lender that has paid all
     amounts payable by it under subsection 3.3C(i) with respect to such honored
     drawing such other Revolving Lender's Pro Rata Share of the Revolving Loan
     Commitment of all payments subsequently received by Administrative Agent
     for the account of such Issuing Lender from Borrower in reimbursement of
     such honored drawing when such payments are received. Any such distribution
     shall be made to a Revolving Lender at its primary address set forth in the
     Register or at such other address as such Lender may request.

     D.   Interest on Amounts Paid Under Letters of Credit.

          (i) Payment of Interest by Borrower. Borrower agrees to pay to
              -------------------------------
     Administrative Agent on account of each Issuing Lender, with respect to
     drawings honored under any Letters of Credit issued by it, interest on the
     amount paid by such Issuing Lender in respect of each such honored drawing
     from the date a drawing is honored to but excluding the date such amount is
     reimbursed by Borrower (including any such reimbursement out of the
     proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to
     (a) for the period from the date such drawing is honored to but excluding
     the Reimbursement Date, the rate then in effect under this Agreement with
     respect to Revolving Loans that are Base Rate Loans and (b) thereafter, a
     rate that is

                                       66



     2.00% per annum in excess of the rate of interest otherwise payable under
     this Agreement with respect to Revolving Loans that are Base Rate Loans.
     Interest payable pursuant to this subsection 3.3D(i) shall be computed on
     the basis of a 365-day year or 366-day year, as the case may be, for the
     actual number of days elapsed in the period during which it accrues and
     shall be payable on demand or, if no demand is made, on the date on which
     the related drawing under a Letter of Credit is reimbursed in full.

          (ii) Distribution of Interest Payments by Administrative Agent.
               ---------------------------------------------------------
     Promptly upon receipt by Administrative Agent for the account of any
     Issuing Lender of any payment of interest pursuant to subsection 3.3D(i)
     with respect to a drawing honored under a Letter of Credit issued by it,
     (a) Administrative Agent shall distribute to each Revolving Lender, out of
     the interest received by Administrative Agent in respect of the period from
     the date such drawing is honored to but excluding the date on which such
     Issuing Lender is reimbursed for the amount of such honored drawing
     (including any such reimbursement out of the proceeds of Revolving Loans
     pursuant to subsection 3.3B), the amount that such other Revolving Lender
     would have been entitled to receive in respect of the letter of credit fee
     that would have been payable in respect of such Letter of Credit for such
     period pursuant to subsection 3.2 if no drawing had been honored under such
     Letter of Credit, and (b) if such Issuing Lender shall have been reimbursed
     by other Revolving Lenders pursuant to subsection 3.3C(i) for all or any
     portion of such honored drawing, such Issuing Lender shall pay to
     Administrative Agent for the account of each other Revolving Lender that
     has paid all amounts payable by it under subsection 3.3C(i) with respect to
     such honored drawing such other Revolving Lender's Pro Rata Share of the
     Revolving Loan Commitment any interest received by such Issuing Lender in
     respect of that portion of such honored drawing so reimbursed by other
     Revolving Lenders for the period from the date on which such Issuing Lender
     was so reimbursed by other Revolving Lenders to but excluding the date on
     which such portion of such honored drawing is reimbursed by Borrower. Any
     such distribution shall be made to a Revolving Lender at its primary
     address set forth below its name on the appropriate signature page hereof
     or at such other address as such Revolving Lender may request.

3.4  Obligations Absolute.
     --------------------

          The obligation of Borrower to reimburse each Issuing Lender (or
Administrative Agent for the account of each Issuing Lender) for drawings
honored under the Letters of Credit issued by it and to repay any Revolving
Loans made by Revolving Lenders pursuant to subsection 3.3B and the obligations
of Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

          (i) any lack of validity or enforceability of any Letter of Credit;

          (ii) the existence of any claim, set-off, defense or other right which
     Borrower or any Revolving Lender may have at any time against a beneficiary
     or any transferee of any Letter of Credit (or any Persons for whom any such
     transferee may be acting), any Issuing Lender or other Lender or any other
     Person or, in the case of a Lender, against Borrower, whether in connection
     with this Agreement, the transactions contemplated

                                       67



     herein or any unrelated transaction (including any underlying transaction
     between Borrower or one of its Subsidiaries and the beneficiary for which
     any Letter of Credit was procured);

          (iii) any draft or other document presented under any Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect;

          (iv) payment by the applicable Issuing Lender under any Letter of
     Credit against presentation of a draft or other document which does not
     substantially comply with the terms of such Letter of Credit;

          (v) any adverse change in the business, operations, properties,
     assets, condition (financial or otherwise) or prospects of Borrower or any
     of its Subsidiaries;

          (vi) any breach of this Agreement or any other Loan Document by any
     party thereto;

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing; or

          (viii) the fact that an Event of Default or a Potential Event of
     Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
- --------
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

3.5  Indemnification; Nature of Issuing Lenders' Duties.
     --------------------------------------------------

     A. Indemnification. In addition to amounts payable as provided in
subsection 3.6, Borrower hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender, Administrative Agent, Lead Arranger and each other
Lender from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which such
Person may incur or be subject to as a consequence, direct or indirect, of (i)
the issuance or honoring of any Letter of Credit by such Issuing Lender, other
than as a result of (a) the gross negligence or willful misconduct of such
Issuing Lender as determined by a final judgment of a court of competent
jurisdiction or (b) the wrongful dishonor by such Issuing Lender of a proper
demand for payment made under any Letter of Credit issued by it (excluding the
failure of such Issuing Lender to honor a drawing under any such Letter of
Credit as a result of any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto Government Authority (all such acts or
omissions herein called "Governmental Acts")).

     B. Nature of Issuing Lenders' Duties. As between Borrower and any Issuing
Lender, Borrower assumes all risks of the acts and omissions of, or misuse of
the Letters of Credit issued by such Issuing Lender by, the respective
beneficiaries of such Letters of Credit.

                                       68



In furtherance and not in limitation of the foregoing, such Issuing Lender shall
not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for and issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
such Letter of Credit or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw upon such Letter of Credit;
(iv) errors, omissions, interruptions or delays in transmission or delivery of
any messages, by mail, cable, telegraph, telex or otherwise, whether or not they
be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or
delay in the transmission or otherwise of any document required in order to make
a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of such Issuing Lender, including any
Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of such Issuing Lender's rights or powers hereunder.

          In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5B, any action
taken or omitted by any Issuing Lender under or in connection with the Letters
of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith, shall not put such Issuing Lender under any
resulting liability to Borrower.

          Notwithstanding anything to the contrary contained in this subsection
3.5, Borrower shall retain any and all rights it may have against any Issuing
Lender for any liability to the extent arising out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

3.6  Increased Costs and Taxes Relating to Letters of Credit.
     -------------------------------------------------------

          Subject to the provisions of subsection 2.7B (which shall be
controlling with respect to the matters covered thereby), if any Issuing Lender
or Revolving Lender shall determine (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) that any
law, treaty or governmental rule, regulation or order, or any change therein or
in the interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or Government Authority, in each case that
becomes effective after the date hereof, or compliance by any Issuing Lender or
Revolving Lender with any guideline, request or directive issued or made after
the date hereof by any central bank or other Government Authority or
quasi-Government Authority (whether or not having the force of law):

          (i) subjects such Issuing Lender or Revolving Lender (or its
     applicable lending or letter of credit office) to any additional Tax (other
     than any Tax on the overall net income of such Issuing Lender or Revolving
     Lender) with respect to the issuing or maintaining of any Letters of Credit
     or the purchasing or maintaining of any

                                       69



     participations therein or any other obligations under this Section 3,
     whether directly or by such being imposed on or suffered by any particular
     Issuing Lender;

          (ii) imposes, modifies or holds applicable any reserve (including any
     marginal, emergency, supplemental, special or other reserve), special
     deposit, compulsory loan, FDIC insurance or similar requirement in respect
     of any Letters of Credit issued by any Issuing Lender or participations
     therein purchased by any Revolving Lender; or

          (iii) imposes any other condition (other than with respect to a Tax
     matter) on or affecting such Issuing Lender or Revolving Lender (or its
     applicable lending or letter of credit office) regarding this Section 3 or
     any Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Issuing
Lender or Revolving Lender of agreeing to issue, issuing or maintaining any
Letter of Credit or agreeing to purchase, purchasing or maintaining any
participation therein or to reduce any amount received or receivable by such
Issuing Lender or Revolving Lender (or its applicable lending or letter of
credit office) with respect thereto; then, in any case, Borrower shall promptly
pay to such Issuing Lender or Revolving Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts as may be
necessary to compensate such Issuing Lender or Revolving Lender for any such
increased cost or reduction in amounts received or receivable hereunder. Such
Issuing Lender or Revolving Lender shall deliver to Borrower a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Issuing Lender or Revolving Lender under this
subsection 3.6, which statement shall be conclusive and binding upon all parties
hereto absent manifest error; provided, however, that Borrower shall be liable
                              --------  -------
for such additional amounts only if such Revolving Lender shall have delivered
such written statement to Borrower within 90 days after such Revolving Lender
shall have made such determination of any such increased costs; and provided
                                                                    --------
further that if such Revolving Lender delivers such written statement after such
- -------
90 day period, then Borrower shall be liable only for such additional amounts
arising after delivery to Borrower of such written statement.

Section 4. CONDITIONS TO LOANS AND LETTERS OF CREDIT

          The obligations of Lenders to make Loans and the Issuing Lenders to
issue Letters of Credit hereunder are subject to the prior or concurrent
satisfaction of the following conditions.

4.1  Conditions to Term Loans and Revolving Loans.
     --------------------------------------------

          The obligations of Lenders to make the Loans to be made on the
Effective Date are, in addition to the conditions precedent specified in
subsection 4.2, subject to prior or concurrent satisfaction of the following
conditions:

                                       70



     A. Corporate Documents. On or before the Effective Date, Borrower shall,
and shall cause each other Loan Party to, deliver to Lenders (or to
Administrative Agent for Lenders) the following with respect to Borrower or such
Loan Party, as the case may be, each, unless otherwise noted, dated the
Effective Date:

          (i) Copies of the Organizational Documents of such Person, certified
     by the Secretary of State of its jurisdiction of organization or, if such
     document is of a type that may not be so certified, certified by the
     secretary or similar Officer of the applicable Loan Party, together with a
     good standing certificate from the Secretary of State of its jurisdiction
     of organization and each other state in which such Person is qualified to
     do business and, to the extent generally available, a certificate or other
     evidence of good standing as to payment of any applicable franchise or
     similar taxes from the appropriate taxing authority of each of such
     jurisdictions, each dated a recent date prior to the Effective Date;

          (ii) Resolutions of the Governing Body of such Person approving and
     authorizing the execution, delivery and performance of the Loan Documents
     to which it is a party, certified as of the Effective Date by the secretary
     or similar Officer of such Person as being in full force and effect without
     modification or amendment;

          (iii) Signature and incumbency certificates of the Officers of such
     Person executing the Loan Documents to which it is a party;

          (iv) Executed originals of the Loan Documents to which such Person is
     a party; and

          (v) Such other documents as Administrative Agent may reasonably
     request.

     B. No Material Adverse Effect. Since April 29, 2001, no Material Adverse
Effect (in the sole opinion of Administrative Agent) shall have occurred.

     C. Corporate and Capital Structure. The organizational structure and
capital structure of Borrower and its Subsidiaries shall be as set forth on
Schedule 5.1 annexed hereto.
- ------------

     D. Management, Etc. The management structure of Borrower and its
Subsidiaries shall be as set forth on Schedule 5.1 annexed hereto, and
                                      ------------
Administrative Agent shall have received copies of, and shall be satisfied with
the form and substance of, any and all employment contracts with senior
management of Borrower and its Subsidiaries.

     E. Intentionally Omitted.

     F. Matters Relating to Existing Indebtedness of Borrower and its
Subsidiaries.

          (i) Termination of Existing Indebtedness and Related Liens; Existing
              ----------------------------------------------------------------
     Letters of Credit. Each of the refinanced Indebtedness of Borrower or any
     -----------------
     of its Subsidiaries is identified as "Refinanced Indebtedness" on Schedule
                                                                       --------
     4.1F annexed hereto. On the Effective Date, Borrower and its Subsidiaries
     ----
     shall have (a) repaid in full or otherwise refinanced all of the Refinanced
     Indebtedness (the aggregate principal amount of which

                                       71



     Indebtedness shall not exceed $360,000,000), (b) terminated any commitments
     to lend or make other extensions of credit thereunder, (c) delivered to
     Administrative Agent all documents or instruments necessary to release all
     Liens securing Indebtedness or other obligations of Borrower and its
     Subsidiaries thereunder, and (d) made arrangements satisfactory to
     Administrative Agent with respect to the cancellation or replacement of any
     letters of credit outstanding thereunder or the issuance of Letters of
     Credit to support the obligations of Borrower and its Subsidiaries with
     respect thereto, or to continue any Existing Letters of Credit.

          (ii) Existing Indebtedness to Remain Outstanding. Administrative Agent
               -------------------------------------------
     shall have received an Officer's Certificate of Borrower stating that,
     after giving effect to the transactions described in this subsection 4.1F,
     (a) the Indebtedness of Loan Parties (other than Indebtedness under the
     Loan Documents and the Subordinated Notes) shall consist of approximately
     $622,000,000 in aggregate principal amount of outstanding Indebtedness and
     Capital Leases described in Schedule 7.1 annexed hereto and (b) the
                                 ------------
     Consolidated Total Leverage Ratio does not exceed 4.70 to 1.00. The terms
     and conditions of all such Indebtedness shall be in form and in substance
     satisfactory to Administrative Agent and Requisite Lenders.

     G. Necessary Governmental Authorizations and Consents; Expiration of
Waiting Periods, Etc. Borrower shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are
necessary or advisable in connection with the transactions contemplated by the
Loan Documents, and the continued operation of the business conducted by
Borrower and its Subsidiaries in substantially the same manner as conducted
prior to the Effective Date, and each of the foregoing shall be in full force
and effect, in each case other than those the failure to obtain or maintain
which, either individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect. All applicable waiting periods shall
have expired without any action being taken or threatened by any competent
authority that would restrain, prevent or otherwise impose adverse conditions on
the transactions contemplated by the Loan Documents. No action, request for
stay, petition for review or rehearing, reconsideration, or appeal with respect
to any of the foregoing shall be pending, and the time for any applicable
Government Authority to take action to set aside its consent on its own motion
shall have expired.

     H. Effective Date Mortgages; Effective Date Mortgage Policies; Etc.
Administrative Agent shall have received from Borrower and each applicable
Subsidiary Guarantor:

          (i) Effective Date Mortgages. Fully executed and notarized Mortgages
              ------------------------
     (each an "Effective Date Mortgage" and, collectively, the "Effective Date
     Mortgages") in proper form for recording in all appropriate places in all
     applicable jurisdictions, encumbering each Real Property Asset listed in
     Schedule 4.1H annexed hereto (each an "Effective Date Mortgaged Property"
     -------------
     and, collectively, the "Effective Date Mortgaged Properties");

          (ii) Opinions of Local Counsel. An opinion of counsel (which counsel
               -------------------------
     shall be reasonably satisfactory to Administrative Agent) in each state in
     which an Effective

                                       72



     Date Mortgaged Property is located with respect to the enforceability of
     the form(s) of Effective Date Mortgages to be recorded in such state and
     such other matters as Administrative Agent may reasonably request, in each
     case in form and substance reasonably satisfactory to Administrative Agent;

          (iii) Landlord Consents and Estoppels; Recorded Leasehold Interests.
                -------------------------------------------------------------
     In the case of each Effective Date Mortgaged Property consisting of a
     Material Leasehold Property, (a) a Landlord Consent and Estoppel with
     respect thereto and (b) evidence that such Material Leasehold Property is a
     Recorded Leasehold Interest;

          (iv) Title Insurance. (a) ALTA mortgagee title insurance policy or
               ---------------
     unconditional commitment therefor (the "Effective Date Mortgage Policies")
     issued by the Title Company with respect to the Effective Date Mortgaged
     Properties, in an amount not less than the amount designated therein,
     insuring fee simple title to each Effective Date Mortgaged Property vested
     in Borrower or the applicable Subsidiary Guarantor and assuring
     Administrative Agent that the Effective Date Mortgages creates a valid and
     enforceable First Priority mortgage Lien on the Effective Date Mortgaged
     Properties, such Effective Date Mortgage Policies (1) shall include the
     following endorsements to the extent available in the state of where the
     property is located: comprehensive, mechanics' lien, variable rate, street
     address, separate tax lot, survey, contiguity, zoning (ALTA 3.1), street
     access, usury, subdivision map act, revolving credit, tie-in, creditors'
     rights, doing business, first loss and last dollar and any other matters
     reasonably requested by Administrative Agent and (2) shall provide for
     affirmative insurance and such reinsurance as Administrative Agent may
     reasonably request, all of the foregoing in form and substance reasonably
     satisfactory to Administrative Agent; and (b) evidence satisfactory to
     Administrative Agent that Borrower has (i) delivered to the Title Company
     all certificates and affidavits required by the Title Company in connection
     with the issuance of the Effective Date Mortgage Policies and (ii) paid to
     the Title Company or to the appropriate Government Authorities all expenses
     and premiums of the Title Company in connection with the issuance of the
     Effective Date Mortgaged Policies and all recording and stamp taxes
     (including mortgage recording and intangible taxes) payable in connection
     with recording the Effective Date Mortgages in the appropriate real estate
     records;

          (v) Title Reports. With respect to each Effective Date Mortgaged
              -------------
     Property listed in Part B of Schedule 4.1H annexed hereto, a title report
                                  -------------
     issued by the Title Company with respect thereto, dated not more than 30
     days prior to the Effective Date and satisfactory in form and substance to
     Administrative Agent;

          (vi) Copies of Documents Relating to Title Exceptions. To the extent
               ------------------------------------------------
     not previously delivered, copies of all recorded documents listed as
     exceptions to title or otherwise referred to in the Effective Date Mortgage
     Policies or in the title reports delivered pursuant to subsection 4.1H(v);

          (vii) Matters Relating to Flood Hazard Properties. (a) Evidence, which
                -------------------------------------------
     may be in the form of a letter from an insurance broker or a municipal
     engineer, as to whether (1) any Effective Date Mortgaged Property is a
     Flood Hazard Property and (2) the

                                       73



     community in which any such Flood Hazard Property is located is
     participating in the National Flood Insurance Program, (b) if there are any
     such Flood Hazard Properties, such Loan Party's written acknowledgement of
     receipt of written notification from Administrative Agent (1) as to the
     existence of each such Flood Hazard Property and (2) as to whether the
     community in which each such Flood Hazard Property is located is
     participating in the National Flood Insurance Program, and (c) if any such
     Flood Hazard Property is located in a community that participates in the
     National Flood Insurance Program, evidence that Borrower has obtained flood
     insurance in respect of such Flood Hazard Property to the extent required
     under the applicable regulations of the Board of Governors of the Federal
     Reserve System; and

          (viii) Environmental Indemnity. An environmental indemnity agreement
                 -----------------------
     substantially in the form of Exhibit XVIII annexed hereto, satisfactory in
                                  -------------
     form and substance to Administrative Agent and its counsel, with respect to
     the indemnification of Administrative Agent and Lenders for any liabilities
     that may be imposed on or incurred by any of them as a result of any
     Hazardous Materials Activity.

     I. Security Interests in Personal and Mixed Property. To the extent not
otherwise satisfied pursuant to subsection 4.1H, Administrative Agent shall have
received evidence satisfactory to it that Borrower and Subsidiary Guarantors
have taken or shall have taken or caused to be taken all such actions, executed
and delivered or caused to be executed and delivered all such agreements,
documents and instruments, and made or caused to be made all such filings and
recordings (other than the filing or recording of items described in clauses
(iii), (iv) and (v) below) that may be necessary or, in the opinion of
Administrative Agent, desirable in order to create and/or continue in favor of
Administrative Agent, for the benefit of Lenders, a valid and (upon such filing
and recording) First Priority security interest in the entire personal and mixed
property Collateral. Such actions shall include the following:

          (i) Schedules to Collateral Documents. Delivery to Administrative
              ---------------------------------
     Agent of accurate and complete schedules to all of the applicable
     Collateral Documents;

          (ii) Stock Certificates and Instruments. To the extent not previously
               ----------------------------------
     delivered to Administrative Agent, delivery to Administrative Agent of (a)
     certificates (which certificates shall be accompanied by irrevocable
     undated stock powers, duly endorsed in blank and otherwise satisfactory in
     form and substance to Administrative Agent) representing all certificated
     equity interests pledged pursuant to the Security Agreement (including
     Borrower's membership interests in ICBH), and (b) all promissory notes or
     other instruments (duly endorsed, where appropriate, in a manner
     satisfactory to Administrative Agent) evidencing any Collateral;

          (iii) Lien Searches and UCC Termination Statements. Delivery to
                --------------------------------------------
     Administrative Agent of (a) the results of a recent search, by a Person
     satisfactory to Administrative Agent, of all effective UCC financing
     statements and fixture filings and all tax lien filings which may have been
     made with respect to any personal or mixed property of any Loan Party,
     together with copies of all such filings disclosed by such search, and (b)
     UCC termination statements duly executed by all applicable Persons for
     filing in all applicable jurisdictions, and/or pay-off letters, each in
     form and substance

                                       74



     satisfactory to Administrative Agent, in each case as may be necessary to
     terminate any effective UCC financing statements or fixture filings
     disclosed in such search (other than any such financing statements or
     fixture filings in respect of Liens permitted to remain outstanding
     pursuant to the terms of this Agreement);

          (iv) UCC Financing Statements and Fixture Filings and Amendments
               -----------------------------------------------------------
     Thereto. To the extent not previously delivered to Administrative Agent,
     -------
     delivery to Administrative Agent of UCC financing statements and/or
     amendments thereto and, where appropriate, fixture filings and/or
     amendments thereto, duly executed (if required to be executed) by each
     applicable Loan Party with respect to all personal and mixed property
     Collateral of such Loan Party, for filing in all jurisdictions as may be
     necessary or, in the opinion of Administrative Agent, desirable to perfect
     or continue the perfection of the security interests created in such
     Collateral pursuant to the Collateral Documents;

          (v) PTO Cover Sheets, Etc. To the extent not previously delivered to
              ---------------------
     Administrative Agent, delivery to Administrative Agent of all cover sheets
     or other documents or instruments required to be filed with the PTO in
     order to create or continue, or perfect or continue to perfect, Liens in
     respect of any IP Collateral;

          (vi) Agreements with Deposit Account Banks. A Deposit Account Control
               -------------------------------------
     Agreement between Administrative Agent and each of the financial
     institutions with which Borrower or any of its Subsidiaries maintains a
     Deposit Account with a principal balance in excess of $4,000,000 sufficient
     to perfect the security interests created in such Collateral pursuant to
     the Collateral Documents; and

          (vii) Opinions of Local Counsel. Delivery to Administrative Agent of
                -------------------------
     an opinion of counsel (which counsel shall be reasonably satisfactory to
     Administrative Agent) under the laws of each jurisdiction in which any Loan
     Party or any personal or mixed property Collateral is located with respect
     to the creation and perfection or continuation of perfection of the
     security interests in favor of Administrative Agent in such Collateral and
     such other matters governed by the laws of such jurisdiction regarding such
     security interests as Administrative Agent may reasonably request, in each
     case in form and substance reasonably satisfactory to Administrative Agent.

     J. Ship Mortgages. Administrative Agent shall have received from Borrower
and each applicable Subsidiary Guarantor fully executed and notarized Ship
Mortgages and/or amendments thereto in proper form for recording in all
appropriate places in all applicable jurisdictions, encumbering each ship, barge
or other vessel listed in Schedule 4.1J annexed hereto, and such other
                          -------------
approvals, opinions or documents in connection with the foregoing as
Administrative Agent may reasonably request.

     K. Environmental Reports. Administrative Agent shall have received (i)
reports and other information, in form, scope and substance satisfactory to
Administrative Agent, regarding environmental matters relating to Borrower and
its Subsidiaries and the Effective Date Mortgaged Properties, which reports
shall include Phase I environmental site assessments and which reports shall (a)
conform to the current version of ASTM Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process, E 1527, (b)

                                       75



have been conducted no more than twelve months prior to the Effective Date by
one or more environmental consulting firms reasonably satisfactory to
Administrative Agent, and (c) include an assessment of asbestos-containing
materials at such Effective Date Mortgaged Properties, and (ii) a reliance
letter for such reports, duly executed by the environmental consultant preparing
such reports, certifying such reports to Administrative Agent, in form and
substance satisfactory to Administrative Agent.

     L. Financial Statements. On or before the Effective Date, Administrative
Agent shall have received from Borrower (i) audited financial statements of
Borrower and its Subsidiaries for Fiscal Year 2001, consisting of a consolidated
balance sheet and the related consolidated and consolidating statements of
income, stockholders' equity and cash flows for such Fiscal Year, and (ii)
unaudited financial statements of Borrower and its Subsidiaries as of January
27, 2002, consisting of a consolidated balance sheet and the related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for the nine-month period ending on such date, all in reasonable
detail and, with respect to the unaudited financial statements of Borrower and
its Subsidiaries, certified by the chief financial officer of Borrower that such
statements fairly present the financial condition of Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the period indicated subject to changes resulting from
audit and normal year-end adjustments.

     M. Evidence of Insurance. Administrative Agent shall have received a
certificate from Borrower's insurance broker or other evidence satisfactory to
it that all insurance required to be maintained pursuant to subsection 6.4 is in
full force and effect and that Administrative Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 6.4.

     N. Opinions of Counsel to Loan Parties. Lenders and their respective
counsel shall have received (i) originally executed copies of one or more
favorable written opinions of Allan B. Solomon, general counsel to the Loan
Parties, Mayer, Brown, Rowe & Maw, counsel to the Loan Parties, Phelps Dunbar
L.L.P., special admiralty, Louisiana and Mississippi counsel for the Loan
Parties, Lane & Waterman, Iowa counsel for the Loan Parties, Gallop, Johnson &
Neuman, L.C., Missouri counsel for the Loan Parties, and Schreck Brignone
Godfrey, Nevada counsel for the Loan Parties, each in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Effective Date and setting forth substantially the matters in the opinions
designated in Exhibit VIII annexed hereto and as to such other matters as
              ------------
Administrative Agent acting on behalf of Lenders may reasonably request, and
(ii) evidence satisfactory to Administrative Agent that Loan Parties have
requested such counsel to deliver such opinions to Lenders.

     O. Opinions of Administrative Agent's Counsel. Lenders shall have received
originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of the
Effective Date, substantially in the form of Exhibit IX annexed hereto and as to
                                             ----------
such other matters as Administrative Agent acting on behalf of Lenders may
reasonably request.

                                       76



     P. Fees. Borrower shall have paid to Administrative Agent, for distribution
(as appropriate) to Administrative Agent, Lead Arranger and Lenders, the fees
payable on the Effective Date referred to in subsection 2.3.

     Q. Representations and Warranties; Performance of Agreements. Borrower
shall have delivered to Administrative Agent an Officer's Certificate, in form
and substance satisfactory to Administrative Agent, to the effect that the
representations and warranties in Section 5 hereof are true, correct and
complete in all material respects on and as of the Effective Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Borrower shall have performed
in all material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Effective Date except as otherwise disclosed to and agreed to in writing by
Administrative Agent and Requisite Lenders.

     R. No Litigation. There shall not be pending or, to the knowledge of
Borrower, threatened, any Proceeding against or affecting Borrower or any of its
Subsidiaries or any property of Borrower or any of its Subsidiaries that has not
been disclosed by Borrower in writing pursuant to subsection 5.6 or 6.1(x) prior
to the execution of this Agreement, and there shall have occurred no development
not so disclosed in any such Proceeding so disclosed, that, in either event, in
the opinion of Administrative Agent or of Requisite Lenders, could reasonably be
expected to result in a Material Adverse Effect; and no injunction or other
restraining order shall have been issued and no hearing to cause an injunction
or other restraining order to be issued shall be pending or noticed with respect
to any Proceeding seeking to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the transactions
contemplated by this Agreement or the making of Loans hereunder.

     S. No Disruption of Financial and Capital Markets. There shall have been no
material disruption or material adverse change after March 8, 2002 in (i) the
business, operations, properties, assets, liabilities, condition (financial or
otherwise) or prospects of the Loan Parties or (ii) the financial or capital
markets in which Administrative Agent participates, in each case as determined
by Administrative Agent in its sole discretion.

     T. Completion of Proceedings. All corporate and other proceedings taken or
to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.

     U. Solvency Assurances. On the Effective Date, Administrative Agent and
Lenders shall have received an Officer's Certificate of Borrower dated the
Effective Date, substantially in the form of Exhibit XI annexed hereto,
                                             ----------
demonstrating that, after giving effect to the consummation of the transactions
contemplated by the Loan Documents, each Loan Party and Borrower and its
Subsidiaries, on a consolidated basis, will be Solvent.

                                       77



4.2  Conditions to All Loans.
     -----------------------

          The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

     A. Administrative Agent shall have received before that Funding Date, in
accordance with the provisions of subsection 2.1B, an originally executed Notice
of Borrowing, in each case signed by a duly authorized Officer of Borrower.

     B. As of that Funding Date:

          (i) The representations and warranties contained herein and in the
     other Loan Documents shall be true, correct and complete in all material
     respects on and as of that Funding Date to the same extent as though made
     on and as of that date, except to the extent such representations and
     warranties specifically relate to an earlier date, in which case such
     representations and warranties shall have been true, correct and complete
     in all material respects on and as of such earlier date;

          (ii) No event shall have occurred and be continuing or would result
     from the consummation of the borrowing contemplated by such Notice of
     Borrowing and the application of the proceeds thereof that would constitute
     an Event of Default or a Potential Event of Default; and

          (iii) No order, judgment or decree of any court, arbitrator or
     Government Authority shall purport to enjoin or restrain any Lender from
     making the Loans to be made by it on that Funding Date.

4.3  Conditions to Letters of Credit.
     -------------------------------

          The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) and any
renewal of any Letter of Credit is subject to the following conditions
precedent; provided that no such condition shall apply to the Existing Letters
of Credit except upon the renewal thereof and the Existing Letters of Credit
shall, effective as of the Effective Date, be deemed to be Letters of Credit
under this Agreement to the same extent as if initially issued hereunder:

     A. On or before the date of issuance of the initial Letter of Credit
pursuant to this Agreement, the initial Loans shall have been made.

     B. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Notice of Issuance of Letter of
Credit (or a facsimile copy thereof), in each case signed by a duly authorized
Officer of Borrower, together with all other information specified in subsection
3.1B(i) and such other documents or information as the applicable Issuing Lender
may reasonably require in connection with the issuance of such Letter of Credit.

     C. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.2B shall be satisfied to the same extent as
if the issuance of such Letter

                                       78



of Credit were the making of a Loan and the date of issuance of such Letter of
Credit were a Funding Date.

Section 5. BORROWER'S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Agreement and to make
the Loans, to induce Issuing Lenders to issue Letters of Credit and to induce
other Lenders to purchase participations therein, Borrower represents and
warrants to each Lender, on the date of this Agreement, on each Funding Date and
on the date of issuance of each Letter of Credit and the renewal of any Letter
of Credit hereunder that the following statements are true, correct and
complete:

5.1  Organization, Powers, Qualification, Good Standing, Business and
     ----------------------------------------------------------------
     Subsidiaries.
     ------------

     A. Organization and Powers. Each Loan Party is a corporation, partnership
or limited liability company duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or formation as
specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite
             ------------
corporate power and authority to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into the
Loan Documents to which it is a party and to carry out the transactions
contemplated thereby.

     B. Qualification and Good Standing. Each Loan Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and could not reasonably be expected to result in a Material Adverse Effect.

     C. Conduct of Business. Borrower and its Subsidiaries are engaged only in
the businesses permitted to be engaged in pursuant to subsection 7.14.

     D. Subsidiaries. All of the Subsidiaries of Borrower as of the Effective
Date are identified in Schedule 5.1 annexed hereto, as said Schedule 5.1 may be
                       ------------                         ------------
supplemented from time to time pursuant to the provisions of subsection
6.1(xvi). Schedule 5.1 identifies which Subsidiaries of Borrower are Restricted
          ------------
Subsidiaries and Unrestricted Subsidiaries. The Capital Stock of each of the
Subsidiaries of Borrower identified in Schedule 5.1 annexed hereto (as so
                                       ------------
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such Capital Stock constitutes Margin Stock. Each of the
Subsidiaries of Borrower identified in Schedule 5.1 annexed hereto (as so
                                       ------------
supplemented) is a corporation, partnership or limited liability company duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation or formation set forth therein, has all
requisite corporate power and authority to own and operate its properties and to
carry on its business as now conducted and as proposed to be conducted, to enter
into the Loan Documents to which it is a party and to carry out the transactions
contemplated thereby, and is qualified to do business and in good standing in
every jurisdiction where its assets are located and wherever necessary to carry
out its business and operations, in each case except where failure to be so
qualified or in good standing or a lack of such corporate power and authority
has not had and could not reasonably be expected to result in a Material Adverse
Effect. Schedule 5.1 annexed hereto (as
        ------------

                                       79



so supplemented) correctly sets forth, as of the Effective Date, the ownership
interest of Borrower and each of its Subsidiaries in each of the Subsidiaries of
Borrower identified therein. As of the Effective Date, there exists no
Indebtedness nor Contingent Obligations of the Unrestricted Subsidiaries owed to
Borrower or any of its Restricted Subsidiaries (other than approximately
$14,900,000 of Indebtedness owing by IOC Development, LLC to Borrower) or for
which Borrower or any of its Restricted Subsidiaries is or may become liable.

5.2  Authorization of Borrowing, etc.
     -------------------------------

     A. Authorization of Borrowing. The execution, delivery and performance of
the Loan Documents have been duly authorized by all necessary corporate action
on the part of each Loan Party that is a party thereto.

     B. No Conflict. The execution, delivery and performance by Loan Parties of
the Loan Documents to which they are parties and the consummation of the
transactions contemplated by the Loan Documents do not and will not (i) violate
any provision of any law or any governmental rule or regulation or any Gaming
Law applicable to Borrower or any of its Subsidiaries, the Organizational
Documents of Borrower or any of its Subsidiaries or any order, judgment or
decree of any court or other Government Authority binding on Borrower or any of
its Subsidiaries (other than any violation of any such law, governmental rule or
regulation, or Gaming Law or any such order, judgment or decree, in each case
which could not reasonably be expected to result in a Material Adverse Effect or
cause any liability to any Lender), (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Borrower or any of its Subsidiaries (other than any
such conflict, breach or default which could not reasonably be expected to
result in a Material Adverse Effect), (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Borrower or any
of its Subsidiaries (other than any Liens created under any of the Loan
Documents in favor of Administrative Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Borrower or any of its Subsidiaries, except
for such approvals or consents that will be obtained on or before the Effective
Date and disclosed in writing to Lenders.

     C. Governmental Consents; Gaming Authorizations.

          (i) Except for such authorizations, approvals, consents or notices (a)
     obtained or delivered as of the Effective Date, (b) subsequently required
     in connection with the addition of any Subsidiary Guarantor pursuant to
     subsection 6.8, or (c) set forth on Schedule 5.2C annexed hereto, the
                                         -------------
     execution, delivery and performance by Loan Parties of the Loan Documents
     to which they are parties and the consummation of the transactions
     contemplated by the Loan Documents do not and will not result in any
     License Revocation or require any registration with, consent or approval
     of, or notice to, or other action to, with or by, any Government Authority,
     including any Gaming Authority. Other than the filings or recordings
     contemplated by subsection 5.16A, all authorizations, approvals, consents,
     notices, registrations or filings required to be obtained, delivered, filed
     or made as of the Effective Date for the execution, delivery and
     performance by Loan Parties of the Loan Documents to which they are parties
     and the consummation of the transactions contemplated by the Loan Documents
     have been

                                       80



     obtained from or registered or filed with the applicable Government
     Authorities, including any applicable Gaming Authority.

          (ii) All Gaming Authorizations have been duly obtained and are in full
     force and effect without any known conflict with the rights of others and
     free from any unduly burdensome restrictions, except where any such failure
     to obtain such Gaming Authorizations or any such conflict or restriction
     could not reasonably be expected to result in, either individually or in
     the aggregate, a Material Adverse Effect. Neither Borrower nor any of its
     Subsidiaries has received any written notice or other written
     communications from any Gaming Authority regarding (i) any revocation,
     withdrawal, suspension, termination or modification of, or the imposition
     of any material conditions with respect to, any Gaming Authorizations, or
     (ii) any other limitations on the conduct of business by Borrower or any of
     its Subsidiaries, except where any such revocation, withdrawal, suspension,
     termination, modification, imposition or limitation could not reasonably be
     expected to result in, either individually or in the aggregate, a Material
     Adverse Effect.

     D. Binding Obligation. Each of the Loan Documents has been duly executed
and delivered by each Loan Party that is a party thereto and is the legally
valid and binding obligation of such Loan Party, enforceable against such Loan
Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.

     E. Valid Issuance of Subordinated Notes. The Subordinated Notes are the
legally valid and binding obligations of Borrower, enforceable against Borrower
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability. The subordination provisions of the
Subordinated Notes are enforceable against the holders thereof and the Loans and
all other monetary Obligations hereunder are and will be within the definition
of "Senior Indebtedness" included in such provisions. The Subordinated Notes
either (a) have been registered or qualified under applicable federal and state
securities laws or (b) are exempt therefrom.

     F. Compliance with Laws. Borrower and its Subsidiaries are in compliance
with all presently existing applicable statutes, laws, regulations, rules,
ordinances and orders of any kind whatsoever (including, without limitation, any
zoning and building laws or ordinances, subdivision laws or ordinances, any
Environmental Laws or Gaming Laws, or any presently existing rules, regulations
or orders of any Government Authority, including any Gaming Authority), and with
all present existing covenants and restrictions of record relating to the use
and occupancy of any of their respective properties, except where the failure to
so comply could not reasonably be expected to result in a Material Adverse
Effect.

5.3  Financial Condition.
     -------------------

          Borrower has heretofore delivered to Lenders, at Lenders' request, the
following financial statements and information: (i) the audited consolidated
balance sheet of Borrower and

                                       81



its Subsidiaries as of April 29, 2001 and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows of
Borrower and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited
consolidated balance sheet of Borrower and its Subsidiaries as at January 27,
2002 and the related unaudited consolidated and consolidating statements of
income, stockholders' equity and cash flows of Borrower and its Subsidiaries for
the nine months then ended. All such statements were prepared in conformity with
GAAP and fairly present, in all material respects, the financial position (on a
consolidated and, where applicable, consolidating basis) of the entities
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows (on a consolidated and, where
applicable, consolidating basis) of the entities described therein for each of
the periods then ended, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments.
Neither Borrower nor any of its Restricted Subsidiaries has (and will not
following the funding of the initial Loans have) any Contingent Obligation,
contingent liability or liability for taxes, long-term lease or unusual forward
or long-term commitment that is not reflected in the foregoing financial
statements or the notes thereto and which in any such case is material in
relation to the business, operations, properties, assets, condition (financial
or otherwise) or prospects of Borrower or any of its Subsidiaries taken as a
whole.

5.4  No Material Adverse Change; No Restricted Junior Payments.
     ---------------------------------------------------------

          Since April 29, 2001, no event or change has occurred that has caused
or evidences, either in any case or in the aggregate, a Material Adverse Effect.
During the period from April 29, 2001 through and including the Effective Date,
neither Borrower nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so, except as permitted by subsection
7.5, and except for the $25,000,000 of Restricted Junior Payments made to
purchase Capital Stock of Borrower prior to the Effective Date.

5.5  Title to Properties; Liens; Real Property.
     -----------------------------------------

     A. Title to Properties; Liens. Borrower and its Subsidiaries have (i) good,
sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
personal property), or (iii) good title to (in the case of all other personal
property), all of their respective properties and assets reflected in the
financial statements referred to in subsection 5.3 or in the most recent
financial statements delivered pursuant to subsection 6.1, in each case except
for assets disposed of since the date of such financial statements in the
ordinary course of business or as otherwise permitted under subsection 7.7.
Except as permitted by this Agreement, all such properties and assets are free
and clear of Liens.

     B. Real Property. As of the Effective Date, Schedule 5.5 annexed hereto
                                                 ------------
contains a true, accurate and complete list of (i) all Real Property Assets
constituting fee properties and (ii) all leases, subleases or assignments of
leases (together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Real Property Asset of any Loan Party,
regardless of whether such Loan Party is the landlord or tenant (whether
directly or as an assignee or successor in interest) under such lease, sublease
or assignment. Except as specified in Schedule 5.5 annexed hereto, each
                                      ------------
agreement listed in clause (ii) of the immediately

                                       82



preceding sentence is in full force and effect and there is no default by any
Loan Party thereunder. Borrower does not have knowledge of any default by any
other party thereto that has occurred and is continuing thereunder, and each
such agreement constitutes the legally valid and binding obligation of each
applicable Loan Party, enforceable against such Loan Party in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles.

5.6  Litigation; Adverse Facts.
     -------------------------

     A. Proceedings, Investigations and Violations. There are no Proceedings
(whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at
law or in equity, or before or by any court or other Government Authority
(including any Environmental Claims) that are pending or, to the knowledge of
Borrower or any of its Subsidiaries, threatened against or affecting Borrower or
any of its Subsidiaries or any property of Borrower or any of its Subsidiaries
and that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. Neither Borrower nor any of its
Subsidiaries (i) is in violation of any applicable laws (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect, or (ii) is subject to or in default with
respect to any final judgments, writs, injunctions, decrees, rules or
regulations of any court or other Government Authority that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

     B. Land Use Proceedings. As of the Effective Date, there are no pending
condemnation, zoning or other land use Proceedings or special assessment
Proceedings with respect to the Effective Date Mortgaged Properties or the use
thereof, and neither Borrower nor any of its Subsidiaries has received written
notice from any Government Authority threatening any such Proceeding. After the
Effective Date, there are no pending condemnation, zoning or other land use
Proceedings or special assessment Proceedings with respect to the Mortgaged
Properties or the use thereof, and neither Borrower nor any of its Subsidiaries
has received written notice from any Government Authority threatening any such
Proceeding that could reasonably be expected to result in a Material Adverse
Effect. No Loan Party has entered into any agreements or commitments with any
Government Authority that will be binding on the Mortgaged Properties after the
Effective Date and which would (i) materially affect the operations of or the
entitlements applicable to such properties, (ii) require the owner of any such
property to make improvements to such property or make dedications or off-site
improvements for the benefit of adjoining properties, or (iii) make additional
expenditures with respect to the operation of the Mortgaged Properties.

5.7  Payment of Taxes.
     ----------------

          Except to the extent permitted by subsection 6.3, all tax returns and
reports of Borrower and its Subsidiaries required to be filed by any of them
have been timely filed, and all taxes shown on such tax returns to be due and
payable and all assessments, fees and other governmental charges upon Borrower
and its Subsidiaries and upon their respective properties, assets, income,
businesses and franchises which are due and payable have been paid when due and
payable. Borrower knows of no proposed tax assessment against Borrower or any of
its

                                       83



Subsidiaries which has not been paid when due or is not being actively contested
by Borrower or such Subsidiary in good faith and by appropriate proceedings;
provided that such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

5.8  Performance of Agreements; Materially Adverse Agreements; Material
     ------------------------------------------------------------------
     Contracts.
     ---------

     A. Neither Borrower nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     B. Neither Borrower nor any of its Subsidiaries is a party to or is
otherwise subject to any agreements or instruments or any charter or other
internal restrictions or any provision of any applicable law, rule or regulation
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect.

     C. Schedule 5.8 contains a true, correct and complete list of all of the
        ------------
Material Contracts in effect on the Effective Date. Except as described on
Schedule 5.8, all such Material Contracts are in full force and effect and no
- ------------
defaults currently exist thereunder, except for defaults that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

     D. Neither Borrower nor any of its Subsidiaries has entered into any
currently effective contracts for the sale of the Effective Date Mortgaged
Properties, nor do there exist any currently effective rights of first refusal
or options to purchase such properties, except such contracts, rights of first
refusal and options to purchase entered into in accordance with subsection 7.7.

5.9  Governmental Regulation.
     -----------------------

          Except for the Gaming Laws described in Schedule 5.2C annexed hereto,
                                                  -------------
neither Borrower nor any of its Subsidiaries is subject to regulation under the
Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation that may limit its ability to incur
Indebtedness or that may otherwise render all or any portion of the Obligations
unenforceable.

5.10 Securities Activities.
     ---------------------

     A. Neither Borrower nor any of its Subsidiaries is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.

     B. Following application of the proceeds of each Loan, not more than 25% of
the value of the assets (either of Borrower only or of Borrower and its
Subsidiaries on a consolidated

                                       84



basis) subject to the provisions of subsection 7.2 and 7.7 or subject to any
restriction contained in any agreement or instrument between Borrower and any
Lender or any Affiliate of any Lender relating to Indebtedness and within the
scope of subsection 8.2, will be Margin Stock.

5.11 Employee Benefit Plans.
     ----------------------

     A. Borrower, each of its Subsidiaries and each of their respective ERISA
Affiliates are in compliance with all applicable provisions and requirements of
ERISA and the regulations and published interpretations thereunder with respect
to each Employee Benefit Plan, and have performed all of their obligations under
each Employee Benefit Plan. Each Employee Benefit Plan that is intended to
qualify under Section 401(a) of the Internal Revenue Code is so qualified.

     B. No ERISA Event has occurred or is reasonably expected to occur.

     C. Except to the extent required under Section 4980B of the Internal
Revenue Code, or except as set forth in Schedule 5.11 annexed hereto, no
                                        -------------
Employee Benefit Plan provides health or welfare benefits (through the purchase
of insurance or otherwise) for any retired or former employee of Borrower, any
of its Subsidiaries or any of their respective ERISA Affiliates.

     D. As of the most recent valuation date for any Pension Plan, the amount of
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $5,000,000.

     E. As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of Borrower,
its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $5,000,000.

5.12 Certain Fees.
     ------------

          Except for fees disclosed to Administrative Agent prior to the
Effective Date, no broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated by the Loan
Documents, and Borrower hereby indemnifies Administrative Agent, Lead Arranger
and Lenders against, and agrees that it will hold Administrative Agent, Lead
Arranger and the Lenders harmless from, any claim, demand or liability for any
non-disclosed broker's or finder's fees alleged to have been incurred in
connection herewith or therewith and any expenses (including reasonable fees,
expenses and disbursements of counsel) arising in connection with any such
claim, demand or liability.

5.13     Environmental Protection.
         ------------------------

          (i) neither Borrower nor any of its Subsidiaries nor any of their
     respective Facilities or operations are subject to any outstanding written
     order, consent decree or

                                       85



     settlement agreement with any Person relating to (a) any Environmental Law,
     (b) any Environmental Claim, or (c) any Hazardous Materials Activity that,
     individually or in the aggregate, could reasonably be expected to result in
     a Material Adverse Effect or impose any liability on the Lenders,
     Administrative Agent or Lead Arranger;

          (ii) neither Borrower nor any of its Subsidiaries has received any
     letter or request for information under Section 104 of the Comprehensive
     Environmental Response, Compensation, and Liability Act (42 U.S.C.ss. 9604)
     or any comparable state law;

          (iii) there are no and, to Borrower's knowledge, have been no
     conditions, occurrences, or Hazardous Materials Activities which could
     reasonably be expected to form the basis of an Environmental Claim against
     Borrower or any of its Subsidiaries that, individually or in the aggregate,
     could reasonably be expected to result in a Material Adverse Effect or
     impose any liability on the Lenders, Administrative Agent or Lead Arranger;

          (iv) neither Borrower nor any of its Subsidiaries nor, to Borrower's
     knowledge, any predecessor of Borrower or any of its Subsidiaries has filed
     any notice under any Environmental Law indicating past or present treatment
     of Hazardous Materials at any Facility, and none of Borrower's or any of
     its Subsidiaries' operations involves the generation, transportation,
     treatment, storage or disposal of hazardous waste, as defined under 40
     C.F.R. Parts 260-270 or any state equivalent; and

          (v) compliance with all current or reasonably foreseeable future
     requirements pursuant to or under Environmental Laws will not, individually
     or in the aggregate, be reasonably expected to result in a Material Adverse
     Effect or impose any liability on the Lenders, Administrative Agent or Lead
     Arranger.

          Notwithstanding anything in this subsection 5.13 to the contrary, no
event or condition has occurred or is occurring with respect to Borrower or any
of its Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity which individually or in the
aggregate has had or could reasonably be expected to result in a Material
Adverse Effect, or could reasonably be expected to impose any liability on the
Lenders, Administrative Agent or Lead Arranger.

5.14 Employee Matters.
     ----------------

          There are no collective bargaining agreements covering the employees
of Borrower and its Subsidiaries except as set forth on Schedule 5.14. There is
no strike or work stoppage in existence or threatened involving Borrower or any
of its Subsidiaries that could reasonably be expected to result in a Material
Adverse Effect, and there are no strikes or walkouts in progress, pending, or to
Borrower's knowledge, contemplated relating to any labor contracts to which
Borrower or any of its Subsidiaries is a party, relating to any labor contracts
being negotiated, or otherwise, that could reasonably be expected to result in a
Material Adverse Effect.

                                       86



5.15 Solvency.
     --------

          Each Loan Party is and Borrower and its Subsidiaries, taken as a
whole, are and, upon the incurrence of any Obligations by such Loan Party on any
date on which this representation is made, will be, Solvent.

5.16 Matters Relating to Collateral.
     ------------------------------

     A. Creation, Perfection and Priority of Liens. The execution and delivery
of the Collateral Documents by Loan Parties, together with (i) the actions taken
on or prior to the date hereof pursuant to subsections 4.1H, 4.1I, 4.1J, 6.8 and
6.9 and the filing of any UCC financing statements and/or amendments and PTO
filings and/or amendments delivered to Administrative Agent for filing (but not
yet filed) and the recording of any Effective Date Mortgages or Ship Mortgages
or amendments to the Mortgages and Ship Mortgages existing prior to the
Effective Date delivered to Administrative Agent for recording (but not yet
recorded) and (ii) the delivery to Administrative Agent of any Pledged
Collateral not delivered to Administrative Agent at the time of execution and
delivery of the applicable Collateral Document (all of which Pledged Collateral
has been so delivered) are effective to create or to continue in favor of
Administrative Agent for the benefit of Lenders, as security for the respective
Secured Obligations (as defined in the applicable Collateral Document in respect
of any Collateral), a valid First Priority Lien on all of the Collateral, and
all filings and other actions necessary or desirable to perfect and maintain the
First Priority status of such Liens have been duly made or taken and remain in
full force and effect, other than the filing or recording of the documents
delivered on or before the Effective Date to Administrative Agent for filing or
recording (but not yet filed or recorded) and the periodic filing of UCC
continuation statements in respect of UCC financing statements filed by or on
behalf of Administrative Agent.

     B. Governmental Authorizations. No Governmental Authorization or other
action by, and no notice to or filing with, any Government Authority is required
for either (i) the pledge or grant by any Loan Party of the Liens purported to
be created in favor of Administrative Agent pursuant to any of the Collateral
Documents or (ii) the exercise by Administrative Agent of any rights or remedies
in respect of any Collateral (whether specifically granted or created pursuant
to any of the Collateral Documents or created or provided for by applicable
law), except for such Governmental Authorizations set forth on Schedule 5.2C
                                                               -------------
annexed hereto and filings or recordings contemplated by subsection 5.16A and
except as may be required, in connection with the disposition of any Pledged
Collateral, by laws generally affecting the offering and sale of securities.

     C. Absence of Third-Party Filings. Except (x) such as may have been filed
in favor of Administrative Agent as contemplated by subsection 5.16A, (y) for
Permitted Encumbrances, and (z) for Liens that shall be terminated pursuant to
UCC termination statements delivered to Administrative Agent for filing (but not
yet filed), such Liens to be terminated upon the filing or recording of such UCC
termination statements, (i) no effective UCC financing statement, fixture filing
or other instrument similar in effect covering all or any part of the Collateral
is on file in any filing or recording office and (ii) no effective filing
covering all or any part of the IP Collateral is on file in the PTO.

                                       87



     D. Margin Regulations. The pledge of the Pledged Collateral pursuant to the
Collateral Documents does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

     E. Information Regarding Collateral. All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.

     F. Conditions Affecting the Mortgaged Properties. There are no defects,
facts or conditions affecting the Mortgaged Properties that would make them
unsuitable for the current use of such properties or of any abnormal hazards
(including earth movement, slippage or flood damage) affecting the Mortgaged
Properties, except for defects, facts or conditions which could not reasonably
be expected to result in a Material Adverse Effect.

     G. Permits and Approvals for the Mortgaged Properties. Borrower has
obtained, or caused its Subsidiaries to obtain, all Governmental Authorizations,
including, without limitation, all liquor licenses, Gaming Authorizations, sewer
and water permits, elevator permits, certificates of occupancy, subdivision
approvals, environmental approvals, zoning and land use entitlements which are
necessary for the current operation of the Mortgaged Properties and the
operation of their respective business as currently conducted, and there are no
uncured violations thereof, except for Governmental Authorizations where the
failure to obtain, and violations thereof, could not reasonably be expected to
result in a Material Adverse Effect.

5.17 Disclosure.
     ----------

          No representation or warranty of Borrower or any of its Subsidiaries
contained in the Confidential Information Memorandum, in any Loan Document or in
any other document, certificate or written statement (taken as a whole)
furnished to Lenders by or on behalf of Borrower or any of its Subsidiaries for
use in connection with the transactions contemplated by this Agreement contains
any untrue statement of a material fact or omits to state a material fact (known
to Borrower, in the case of any document not furnished by it) necessary in order
to make the statements contained herein or therein not misleading in light of
the circumstances in which the same were made. Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by Borrower to be reasonable at the time
made, it being recognized by Lenders that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may materially differ from the projected
results. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to Borrower (other than matters of a general economic
nature) that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect and that have not been disclosed herein or
in such other documents, certificates and statements furnished to Lenders for
use in connection with the transactions contemplated hereby.

                                       88



5.18 Mortgage Taxes.
     --------------

          All mortgage, note, transfer, documentary stamp, intangible and other
similar taxes and impositions which may be required to be paid in connection
with the Loans, the Mortgages and the other Loan Documents have been (or
concurrently with the recording of the Mortgages will be) paid in full by
Borrower or its Subsidiaries.

Section 6. BORROWER'S AFFIRMATIVE COVENANTS

          Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Borrower shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

6.1  Financial Statements and Other Reports.
     --------------------------------------

          Borrower will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance with
sound business practices to permit preparation of financial statements in
conformity with GAAP. Borrower will deliver to Administrative Agent (with copies
for each Lender, which copies shall be promptly distributed by Administrative
Agent):

          (i) Monthly Financials: as soon as available and in any event within
              ------------------
     35 days after the end of each calendar month ending after the Effective
     Date, the consolidated statement of income of Borrower and its Subsidiaries
     and separate statements of income of each Gaming Facility of Borrower and
     its Subsidiaries, in each case for such month and for the period from the
     beginning of the then current Fiscal Year to the end of such month, setting
     forth in each case in comparative form the corresponding figures for the
     corresponding periods of the previous Fiscal Year and the corresponding
     figures from the Financial Plan for the current Fiscal Year, to the extent
     prepared on a monthly basis, all in reasonable detail, and, subject to
     changes resulting from audit and normal year-end adjustments;

          (ii) Quarterly Financials: as soon as available and in any event
               --------------------
     within (x) 50 days after the end of each Fiscal Quarter (other than each
     fourth Fiscal Quarter), or (y) 95 days after the end of each fourth Fiscal
     Quarter, (a) the consolidated and consolidating balance sheets of Borrower
     and its Subsidiaries as at the end of such Fiscal Quarter and the related
     consolidated and consolidating statements of income, stockholders' equity
     and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and
     for the period from the beginning of the then current Fiscal Year to the
     end of such Fiscal Quarter, all in reasonable detail and certified by the
     chief financial officer of Borrower that they fairly present, in all
     material respects, the financial condition of Borrower and its Subsidiaries
     as at the dates indicated and the results of their operations and their
     cash flows for the periods indicated, subject to changes resulting from
     audit and normal year-end adjustments;

                                       89



          (iii) Year-End Financials: as soon as available and in any event
                -------------------
     within 95 days after the end of each Fiscal Year, (a) the consolidated and
     consolidating balance sheets of Borrower and its Subsidiaries as at the end
     of such Fiscal Year and the related consolidated and consolidating
     statements of income, stockholders' equity and cash flows of Borrower and
     its Subsidiaries for such Fiscal Year, setting forth in each case in
     comparative form the corresponding figures for the previous Fiscal Year and
     the corresponding figures from the Financial Plan for the Fiscal Year
     covered by such financial statements, all in reasonable detail and
     certified by the chief financial officer of Borrower that they fairly
     present, in all material respects, the financial condition of Borrower and
     its Subsidiaries as at the dates indicated and the results of their
     operations and their cash flows for the periods indicated, (b) a narrative
     report describing the operations of Borrower and its Subsidiaries in the
     form prepared for presentation to senior management for such Fiscal Year,
     and (c) in the case of such consolidated financial statements, a report
     thereon of a nationally recognized "big 5" accounting firm or other
     independent certified public accountants of recognized national standing
     selected by Borrower and satisfactory to Administrative Agent, which report
     shall be unqualified, shall express no doubts about the ability of Borrower
     and its Subsidiaries to continue as a going concern, and shall state that
     such consolidated financial statements fairly present, in all material
     respects, the consolidated financial position of Borrower and its
     Subsidiaries as at the dates indicated and the results of their operations
     and their cash flows for the periods indicated in conformity with GAAP
     applied on a basis consistent with prior years (except as otherwise
     disclosed in such financial statements) and that the examination by such
     accountants in connection with such consolidated financial statements has
     been made in accordance with generally accepted auditing standards;

          (iv) Officer's and Compliance Certificates: together with each
               -------------------------------------
     delivery of financial statements of Borrower and its Subsidiaries pursuant
     to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of
     Borrower stating that the signer has reviewed the terms of this Agreement
     and has made, or caused to be made under the signer's supervision, a review
     in reasonable detail of the transactions and condition of Borrower and its
     Subsidiaries during the accounting period covered by such financial
     statements and that such review has not disclosed the existence during or
     at the end of such accounting period, and that the signer does not have
     knowledge of the existence as at the date of such Officer's Certificate, of
     any condition or event that constitutes an Event of Default or Potential
     Event of Default, or, if any such condition or event existed or exists,
     specifying the nature and period of existence thereof and what action
     Borrower has taken, is taking and proposes to take with respect thereto;
     and (b) a Compliance Certificate demonstrating in reasonable detail
     compliance during and at the end of the applicable accounting periods with
     the restrictions contained in Section 7, in each case to the extent
     compliance with such restrictions is required to be tested at the end of
     the applicable accounting period, together with a description (including
     amounts) of all Investments and Consolidated Capital Expenditures made
     during such period, and with respect to each construction or expansion
     project of Borrower and its Restricted Subsidiaries, a report setting forth
     the budgeted and/or projected total cost of such project, the costs
     incurred to date for such project and the expenditures made to date for
     such project;

                                       90



          (v) Reconciliation Statements: if, as a result of any change in
              -------------------------
     accounting principles and policies from those used in the preparation of
     the audited financial statements referred to in subsection 5.3, the
     consolidated financial statements of Borrower and its Subsidiaries
     delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this
     subsection 6.1 will differ in any material respect from the consolidated
     financial statements that would have been delivered pursuant to such
     subdivisions had no such change in accounting principles and policies been
     made, then (a) together with the first delivery of financial statements
     pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1
     following such change, consolidated financial statements of Borrower and
     its Subsidiaries for (y) the current Fiscal Year to the effective date of
     such change and (z) the two full Fiscal Years immediately preceding the
     Fiscal Year in which such change is made, in each case prepared on a pro
     forma basis as if such change had been in effect during such periods, and
     (b) together with each delivery of financial statements pursuant to
     subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following
     such change, a written statement of the chief accounting officer or chief
     financial officer of Borrower setting forth the differences (including any
     differences that would affect any calculations relating to the financial
     covenants set forth in subsection 7.6) which would have resulted if such
     financial statements had been prepared without giving effect to such
     change;

          (vi) Accountants' Certification: together with each delivery of
               --------------------------
     consolidated financial statements of Borrower and its Subsidiaries pursuant
     to subdivision (iii) above, a written statement by the independent
     certified public accountants giving the report thereon (a) stating that
     their audit examination has included a review of the terms of this
     Agreement and the other Loan Documents as they relate to accounting
     matters, (b) stating whether, in connection with their audit examination,
     any condition or event that constitutes an Event of Default or Potential
     Event of Default has come to their attention and, if such a condition or
     event has come to their attention, specifying the nature and period of
     existence thereof; provided that such accountants shall not be liable by
                        --------
     reason of any failure to obtain knowledge of any such Event of Default or
     Potential Event of Default that would not be disclosed in the course of
     their audit examination, and (c) stating that based on their audit
     examination nothing has come to their attention that causes them to believe
     either or both that the information contained in the certificates delivered
     therewith pursuant to subdivision (iv) above is not correct or that the
     matters set forth in the Compliance Certificates delivered therewith
     pursuant to clause (b) of subdivision (iv) above for the applicable Fiscal
     Year are not stated in accordance with the terms of this Agreement;

          (vii) Accountants' Reports: promptly upon receipt thereof (unless
                --------------------
     restricted by applicable professional standards), copies of all reports
     submitted to Borrower by independent certified public accountants in
     connection with each annual, interim or special audit of the financial
     statements of Borrower and its Subsidiaries made by such accountants,
     including any comment letter submitted by such accountants to management in
     connection with their annual audit;

          (viii) SEC Filings and Press Releases: promptly upon their becoming
                 ------------------------------
     available, copies of (a) all financial statements, reports, notices and
     proxy statements sent or made available generally by Borrower to its
     Security holders or by any Subsidiary of Borrower

                                       91



     to its Security holders other than Borrower or another Subsidiary of
     Borrower, (b) all regular and periodic reports and all registration
     statements (other than on Form S-8 or a similar form) and prospectuses, if
     any, filed by Borrower or any of its Subsidiaries with any securities
     exchange or with the Securities and Exchange Commission or any governmental
     or private regulatory authority, and (c) all press releases and other
     statements made available generally by Borrower or any of its Subsidiaries
     to the public concerning material developments in the business of Borrower
     or any of its Subsidiaries;

          (ix) Events of Default, etc.: promptly upon any officer of Borrower
               -----------------------
     obtaining knowledge (a) of any condition or event that constitutes an Event
     of Default or Potential Event of Default, or becoming aware that any Lender
     has given any notice to Borrower or taken any other action with respect to
     a claimed Event of Default or Potential Event of Default, (b) that any
     Person has given any notice to Borrower or any of its Subsidiaries or taken
     any other action with respect to a claimed default or event or condition of
     the type referred to in subsection 8.2, (c) of any condition or event that
     would be required to be disclosed in a current report filed by Borrower
     with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4, 5
     and 6 of such Form as in effect on the date hereof) if Borrower were
     required to file such reports under the Exchange Act, (d) of any
     resignation or dismissal of Borrower's independent accountant, (e) of any
     Change of Control, (f) of any individual or series of related Asset Sales,
     issuances of Capital Stock or receipt of Net Insurance/Condemnation
     Proceeds aggregating in excess of $10,000,000, or (g) of the occurrence of
     any event or change, that individually or in the aggregate could reasonably
     expect to have a Material Adverse Effect, an Officer's Certificate
     specifying the nature and period of existence of such condition, event or
     change, or specifying the notice given or action taken by any such Person
     and the nature of such claimed Event of Default, Potential Event of
     Default, default, event or condition, and what action Borrower has taken,
     is taking and proposes to take with respect thereto;

          (x) Litigation or Other Proceedings: (a) promptly upon any officer of
              -------------------------------
     Borrower obtaining knowledge of (X) the institution of, or non-frivolous
     threat of, any Proceeding against or affecting Borrower or any of its
     Subsidiaries or any property of Borrower or any of its Subsidiaries not
     previously disclosed in writing by Borrower to Lenders or (Y) any material
     development in any Proceeding that, in any case:

               (1) if adversely determined, could reasonably be expected to
          result in a Material Adverse Effect; or

               (2) seeks to enjoin or otherwise prevent the consummation of, or
          to recover any damages or obtain relief as a result of, the
          transactions contemplated hereby;

     written notice thereof together with such other information as may be
     reasonably available to Borrower to enable Lenders and their counsel to
     evaluate such matters; and (b) within twenty days after the end of each
     Fiscal Quarter, a schedule of all Proceedings (other than any Proceeding as
     to which a solvent and unaffiliated insurance company has acknowledged
     coverage) involving an alleged liability of, or claims against or
     affecting, Borrower or any of its Subsidiaries equal to or greater than
     $5,000,000, and promptly

                                       92



     after request by Administrative Agent such other information as may be
     reasonably requested by Administrative Agent to enable Administrative Agent
     and its counsel to evaluate any of such Proceedings;

          (xi) ERISA Events: promptly upon becoming aware of the occurrence of
               ------------
     or forthcoming occurrence of any ERISA Event, a written notice specifying
     the nature thereof, what action Borrower, any of its Subsidiaries or any of
     their respective ERISA Affiliates has taken, is taking or proposes to take
     with respect thereto and, when known, any action taken or threatened by the
     Internal Revenue Service, the Department of Labor or the PBGC with respect
     thereto;

          (xii) ERISA Notices: with reasonable promptness, copies of (a) each
                -------------
     Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
     filed by Borrower, any of its Subsidiaries or any of their respective ERISA
     Affiliates with the Internal Revenue Service with respect to each Pension
     Plan; (b) all notices received by Borrower, any of its Subsidiaries or any
     of their respective ERISA Affiliates from a Multiemployer Plan sponsor
     concerning an ERISA Event; and (c) copies of such other documents or
     governmental reports or filings relating to any Employee Benefit Plan as
     Administrative Agent shall reasonably request;

          (xiii) Financial Plans: as soon as practicable and in any event no
                 ---------------
     later than 30 days following the beginning of each Fiscal Year, a
     consolidated plan and financial forecast for such Fiscal Year and the next
     succeeding Fiscal Year (the "Financial Plan" for such Fiscal Years),
     including (a) forecasted consolidated and consolidating balance sheets and
     forecasted consolidated and consolidating statements of income and cash
     flows of Borrower and its Subsidiaries for each such Fiscal Year, (b)
     forecasted consolidated and consolidating statements of income and cash
     flows of Borrower and its Subsidiaries for each month of each such Fiscal
     Year, together with an explanation of the assumptions on which such
     forecasts are based, and (c) such other information and projections as
     Administrative Agent may reasonably request;

          (xiv) Insurance:
                ---------

               (a) as soon as practicable and in any event by the last day of
          each Fiscal Year, a report in form and substance satisfactory to
          Administrative Agent outlining all material insurance coverage
          required under this Agreement to be maintained as of the date of such
          report by Borrower and its Restricted Subsidiaries and all material
          insurance coverage planned to be maintained by Borrower and its
          Restricted Subsidiaries in the immediately succeeding Fiscal Year; and

               (b) as soon as practicable after any material change in insurance
          coverage maintained of Borrower and its Subsidiaries, notice thereof
          to Administrative Agent specifying the changes and reasons therefor.

          (xv) Board of Directors: with reasonable promptness, written notice of
               ------------------
     any change in the Governing Body of Borrower;

                                       93



          (xvi) New Subsidiaries: promptly upon any Person becoming a Subsidiary
                ----------------
     of Borrower, a written notice setting forth with respect to such Person (a)
     the date on which such Person became a Subsidiary of Borrower and (b) all
     of the data required to be set forth in Schedule 5.1 annexed hereto with
                                             ------------
     respect to all Subsidiaries of Borrower (it being understood that such
     written notice shall be deemed to supplement Schedule 5.1 annexed hereto
                                                  ------------
     for all purposes of this Agreement);

          (xvii) Material Contracts: promptly, and in any event within ten
                 ------------------
     Business Days after any Material Contract of Borrower or any of its
     Restricted Subsidiaries is terminated or amended in a manner that is
     materially adverse to Borrower or such Restricted Subsidiary, as the case
     may be, or any new Material Contract is entered into, a written statement
     describing such event with copies of such material amendments or new
     contracts, and an explanation of any actions being taken with respect
     thereto;

          (xviii) UCC Search Report: as promptly as practicable (depending on
                  -----------------
     the jurisdiction) after the date of filing of any UCC financing statements
     pursuant to this Agreement, copies of completed UCC searches evidencing the
     proper filing, recording and indexing of all such UCC financing statement
     and listing all other effective financing statements that name such Loan
     Party as debtor, together with copies of all such other financing
     statements not previously delivered to Administrative Agent by or on behalf
     of Borrower or such Loan Party;

          (xix) Margin Determination Certificate: (a) for the Fiscal Quarter
                --------------------------------
     ending on or about April 28, 2002, within 50 days after such Fiscal Quarter
     ends, (b) for each Fiscal Quarter thereafter (other than each fourth Fiscal
     Quarter), as part of the Compliance Certificate delivered pursuant to
     subdivision (iv) for such Fiscal Quarter within 30 days after such Fiscal
     Quarter ends, and (c) for each fourth Fiscal Quarter ending after the
     Effective Date, within 50 days after such fourth Fiscal Quarter ends, a
     Margin Determination Certificate demonstrating in reasonable detail the
     calculation of the Consolidated Total Leverage Ratio for the four
     consecutive Fiscal Quarters ending on the day of the accounting period
     covered by such financial statements;

          (xx) License Revocation: promptly upon any officer of Borrower
               ------------------
     obtaining knowledge of a License Revocation, written notice thereof
     together with such other information as may be reasonably available to
     Borrower to enable Lenders and their counsel to evaluate such License
     Revocation, and such other information as may be reasonably requested by
     Administrative Agent;

          (xxi) Revisions or Updates to Schedules: should any of the information
                ---------------------------------
     or disclosures provided on any of the Schedules originally attached to any
     of the Loan Documents become outdated or incorrect in any material respect,
     as part of the next Officer's Certificate delivered with the year-end
     financial statements required pursuant to subsection 6.1(iii), such
     revisions or updates to such Schedules as may be necessary or appropriate
     to update or correct such Schedules, provided that no such revisions or
                                          --------
     updates to any Schedules shall be deemed to have amended, modified or
     superseded such Schedules immediately prior to the submission of such
     revised or updated Schedules, unless such revisions or updates were made to
     reflect changes made in accordance with

                                       94



     the terms of this Agreement, or to have cured any breach of warranty or
     representation resulting from the inaccuracy or incompleteness of any such
     Schedules, unless and until the Requisite Lenders in their sole and
     absolute discretion, shall have accepted in writing such revisions or
     updates to such Schedules; and

          (xxii) Other Information: with reasonable promptness, such other
                 -----------------
     information and data with respect to Borrower or any of its Subsidiaries as
     from time to time may be reasonably requested by any Lender.

6.2  Corporate Existence, etc.
     -------------------------

          Except as permitted under subsection 7.7, Borrower will, and will
cause each of its Restricted Subsidiaries to, at all times preserve and keep in
full force and effect its existence and all rights and franchises material to
its business; provided, however, that neither Borrower nor any of its Restricted
              --------  -------
Subsidiaries shall be required to preserve any such right or franchise if the
Governing Body of Borrower or such Restricted Subsidiary shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of Borrower or such Restricted Subsidiary, as the case may be, and that the loss
thereof is not disadvantageous in any material respect to Borrower, such
Restricted Subsidiary or Lenders.

6.3  Payment of Taxes and Claims; Tax Consolidation.
     ----------------------------------------------

     A. Borrower will, and will cause each of its Subsidiaries to, pay all Taxes
and other governmental charges imposed upon it or any of its properties or
assets or in respect of any of its income, businesses or franchises before any
penalty accrues thereon, and all claims (including claims for labor, services,
materials and supplies) for sums that have become due and payable and that by
law have or may become a Lien upon any of its properties or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto; provided
                                                                      --------
that no such charge or claim need be paid if it is being contested in good faith
by appropriate proceedings promptly instituted and diligently conducted, so long
as (i) such reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made therefor and (ii) in the case of a
charge or claim which has or may become a Lien against any of the Collateral,
such contest proceedings conclusively operate to stay the sale of any portion of
the Collateral to satisfy such charge or claim.

     B. Borrower will not, nor will it permit any of its Subsidiaries to, file
or consent to the filing of any consolidated income tax return with any Person
(other than Borrower or any of its Subsidiaries).

6.4  Maintenance of Properties; Insurance.
     ------------------------------------

     A. Maintenance of Properties. Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain or cause to be maintained in good repair,
working order and condition, ordinary wear and tear excepted, all material
properties (including, without limitation, all Gaming Facilities), other than
any Discontinued Assets (other than the Las Vegas Gaming Facilities and the
Tunica Gaming Facilities), used or useful in the business of Borrower and its
Restricted Subsidiaries (including all Intellectual Property) and from time to
time will make or cause to be made all appropriate repairs, renewals and
replacements thereof.

                                       95



     B. Insurance. Borrower will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Borrower and its Restricted Subsidiaries as
may customarily be carried or maintained under similar circumstances by
corporations of established reputation engaged in similar businesses, in each
case in such amounts (giving effect to self-insurance to the extent companies of
similar size and in similar businesses self-insure), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be
customary for corporations similarly situated in the industry. Without limiting
the generality of the foregoing, Borrower will maintain or cause to be
maintained (i) flood insurance with respect to each Flood Hazard Property that
is located in a community that participates in the National Flood Insurance
Program, in each case in compliance with any applicable regulations of the Board
of Governors of the Federal Reserve System, and (ii) replacement value casualty
insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts, with such deductibles, and covering such
risks and having other terms and conditions as are at all times satisfactory to
Administrative Agent in its commercially reasonable judgment. Each such policy
of insurance shall (a) name Administrative Agent for the benefit of Lenders as
an additional insured thereunder as its interests may appear and (b) in the case
of each business interruption and casualty insurance policy, contain a loss
payable clause or endorsement, satisfactory in form and substance to
Administrative Agent, that names Administrative Agent for the benefit of Lenders
as the loss payee thereunder for any covered loss in excess of $10,000,000 and
provides for at least 30 days prior written notice to Administrative Agent of
any modification or cancellation of such policy. The proceeds of any business
interruption and casualty insurance policy wherein the covered loss is equal to
or less than $10,000,000 shall be payable directly to Borrower or one or more of
its Restricted Subsidiaries, as the case may be, and may be adjusted by Borrower
or such Restricted Subsidiary directly with the applicable insurer and the
provisions of subsection 6.4C below, shall not be applicable thereto.

     C. Application of Net Insurance/Condemnation Proceeds.

          (i) Business Interruption Insurance. Upon receipt by Borrower or any
              -------------------------------
     of its Restricted Subsidiaries of any business interruption insurance
     proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long as
     no Event of Default or no Potential Event of Default shall have occurred
     and be continuing, Borrower or such Restricted Subsidiary may retain and
     apply such Net Insurance/Condemnation Proceeds for working capital
     purposes, and (b) if an Event of Default or Potential Event of Default
     shall have occurred and be continuing, Borrower shall apply an amount equal
     to such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or the
     Revolving Loan Commitments shall be reduced) as provided in subsection
     2.4B.

          (ii) Net Insurance/Condemnation Proceeds Received by Borrower. Upon
               --------------------------------------------------------
     receipt by Borrower or any of its Restricted Subsidiaries of any Net
     Insurance/Condemnation Proceeds other than from business interruption
     insurance, (a) so long as no Event of Default or Potential Event of Default
     shall have occurred and be continuing, Borrower shall, or shall cause one
     or more of its Restricted Subsidiaries to, promptly and diligently apply
     such Net Insurance/Condemnation Proceeds to pay or

                                       96



     reimburse the costs of repairing, restoring or replacing the assets in
     respect of which such Net Insurance/Condemnation Proceeds were received or,
     to the extent not so applied, to prepay the Loans (and/or the Revolving
     Loan Commitments shall be reduced) as provided in subsection 2.4B, and (b)
     if an Event of Default or Potential Event of Default shall have occurred
     and be continuing, Borrower shall apply an amount equal to such Net
     Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
     Loan Commitments shall be reduced) as provided in subsection 2.4B. If at
     any time Administrative Agent reasonably determines (A) that Borrower or
     such Restricted Subsidiary is not proceeding diligently with such repair,
     restoration or replacement or (B) that such repair, restoration or
     replacement cannot be completed with the Net Insurance/Condemnation
     Proceeds received, together with funds otherwise available to Borrower for
     such purpose, or that such repair, restoration or replacement cannot be
     completed within 180 days after the receipt by Borrower or such Restricted
     Subsidiary of such Net Insurance/Condemnation Proceeds (unless during such
     180 day period Borrower or such Restricted Subsidiary commences such
     repair, restoration or replacement and diligently pursues the same to
     completion), then Administrative Agent shall notify Borrower and Borrower
     shall apply such Net Insurance/Condemnation Proceeds to prepay the Loans
     (and/or the Revolving Loan Commitments shall be reduced) as provided in
     subsection 2.4B.

          (iii) Net Insurance/Condemnation Proceeds Received by Administrative
                --------------------------------------------------------------
     Agent. Upon receipt by Administrative Agent of any Net
     -----
     Insurance/Condemnation Proceeds as loss payee, (a) if and to the extent
     Borrower would have been required to apply such Net Insurance/Condemnation
     Proceeds (if it had received them directly) to prepay the Loans and/or
     reduce the Revolving Loan Commitments, Administrative Agent shall, and
     Borrower hereby authorizes Administrative Agent to, apply such Net
     Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
     Loan Commitments shall be reduced) as provided in subsection 2.4B, and (b)
     to the extent the foregoing clause (a) does not apply, Administrative Agent
     shall deliver such Net Insurance/Condemnation Proceeds to Borrower, and, if
     such proceeds are business interruption proceeds constituting Net
     Insurance/Condemnation Proceeds, Borrower or such Restricted Subsidiary may
     retain and apply such Net Insurance/Condemnation Proceeds for working
     capital purposes, or, if such Net Insurance/Condemnation Proceeds are other
     than from business interruption insurance, Borrower shall, or shall cause
     one or more of its Restricted Subsidiaries to, promptly apply such Net
     Insurance/Condemnation Proceeds to the costs of repairing, restoring, or
     replacing the assets in respect of which such Net Insurance/Condemnation
     Proceeds were received; provided, however, that if at any time
                             --------  -------
     Administrative Agent reasonably determines (A) that Borrower or such
     Restricted Subsidiary is not proceeding diligently with such repair,
     restoration or replacement or (B) that such repair, restoration or
     replacement cannot be completed with the Net Insurance/Condemnation
     Proceeds then held by Administrative Agent for such purpose, together with
     funds otherwise available to Borrower for such purpose, or that such
     repair, restoration or replacement cannot be completed within 180 days
     after the receipt by Administrative Agent of such Net
     Insurance/Condemnation Proceeds, Administrative Agent shall, and Borrower
     hereby authorizes Administrative Agent to, apply such Net
     Insurance/Condemnation Proceeds to prepay the Loans (and/or the Revolving
     Loan Commitments shall be reduced) as provided in subsection 2.4B, unless

                                       97



     during such 180 day period Borrower or such Restricted Subsidiary commences
     such repair, restoration or replacement and diligently pursues the same to
     completion.

6.5  Inspection Rights.
     -----------------

          Borrower shall, and shall cause each of its Restricted Subsidiaries
to, permit any authorized representatives designated by Administrative Agent to
visit and inspect any of the properties of Borrower or of any of its Restricted
Subsidiaries, to inspect, copy and take extracts from its and their financial
and accounting records (and if a Lender so requests, Administrative Agent shall
provide copies of such records in its possession available for such Lender's
review), and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Borrower
                                                       --------
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may reasonably be requested.

6.6  Compliance with Laws, etc.; Maintenance of Gaming and Liquor Licenses.
     ---------------------------------------------------------------------

     A. Compliance with Laws. Borrower shall comply, and shall cause each of its
Subsidiaries to comply with the requirements of all applicable laws, rules,
regulations and orders of any Government Authority (including all Environmental
Laws and Gaming Laws), noncompliance with which could reasonably be expected to
result in, individually or in the aggregate, a Material Adverse Effect.

     B. Maintenance of Licenses. Borrower shall, and shall cause each of its
Restricted Subsidiaries to, maintain (i) such valid Gaming Authorizations,
gaming licenses, registrations and findings of suitability in all jurisdictions
as may be necessary to operate each of its Gaming Facility businesses and (ii)
all liquor licenses and registrations as may be necessary to sell alcoholic
beverages from and in its Gaming Facilities, except in each case, to the extent
that any failure to maintain such item, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.

6.7  Environmental Review and Investigation, Disclosure, Etc.; Borrower's
     --------------------------------------------------------------------
     Actions Regarding Hazardous Materials Activities, Environmental Claims and
     --------------------------------------------------------------------------
     Violations of Environmental Laws.
     --------------------------------

     A. Environmental Review and Investigation. Borrower agrees that
Administrative Agent may, from time to time and in its reasonable discretion,
(i) retain, at Borrower's expense, an independent professional consultant to
review any environmental audits, investigations, analyses and reports relating
to Hazardous Materials prepared by or for Borrower, and (ii) if (a)
Administrative Agent reasonably believes that Borrower has breached any
representation, warranty or covenant contained in subsection 5.6, 5.13, 6.6,
6.7B or 6.7C in any material respect or that there has been a material violation
of Environmental Laws at any Facility or by Borrower or any of its Subsidiaries
at any other location or (b) an Event of Default has occurred and is continuing,
conduct its own investigation of any Facility; provided that, in the case of any
                                               --------
Facility no longer owned, leased, operated or used by Borrower or any of its
Subsidiaries, Borrower shall only be obligated to use all commercially
reasonable efforts to obtain permission for Administrative Agent's professional
consultant to conduct an investigation of such Facility.

                                       98



For purposes of conducting such a review and/or investigation, Borrower hereby
grants to Administrative Agent and its agents, employees, consultants and
contractors the right to enter into or onto any Facilities currently owned,
leased, operated or used by Borrower or any of its Subsidiaries and to perform
such tests on such property (including taking samples of soil, groundwater and
suspected asbestos-containing materials) as are reasonably necessary in
connection therewith. Any such review and/or investigation of any Facility shall
be conducted, unless otherwise agreed to by Borrower and Administrative Agent,
upon reasonable notice during normal business hours and, to the extent
reasonably practicable, shall be conducted so as not to interfere with the
ongoing operations at such Facility or to cause any damage or loss to any
property at such Facility. Borrower and Administrative Agent hereby acknowledge
and agree that any report of any investigation conducted at the request of
Administrative Agent pursuant to this subsection 6.7A will be obtained and shall
be used by Administrative Agent and Lenders for the purposes of Lenders'
internal credit decisions, to monitor the Loans and to protect Lenders' security
interests, if any, created by the Loan Documents. Administrative Agent agrees to
deliver a copy of any such report to Borrower with the understanding that
Borrower acknowledges and agrees that (x) it will indemnify and hold harmless
Administrative Agent, Lead Arranger and each Lender from any costs, losses or
liabilities relating to Borrower's use of or reliance on such report, (y)
neither Administrative Agent, Lead Arranger nor any Lender makes any
representation or warranty with respect to such report, and (z) by delivering
such report to Borrower, neither Administrative Agent, Lead Arranger nor any
Lender is requiring or recommending the implementation of any suggestions or
recommendations contained in such report.

     B. Environmental Disclosure. Borrower will deliver to Administrative Agent
and Lenders:

          (i) Environmental Audits and Reports. As soon as practicable following
              --------------------------------
     receipt thereof, copies of all environmental audits, investigations,
     analyses and reports of any kind or character, whether prepared by
     personnel of Borrower or any of its Subsidiaries or by independent
     consultants, Government Authorities or any other Persons, with respect to
     significant environmental matters at any Facility that, individually or in
     the aggregate, could reasonably be expected to result in a Material Adverse
     Effect or with respect to any Environmental Claims that, individually or in
     the aggregate, could reasonably be expected to result in a Material Adverse
     Effect;

          (ii) Notice of Certain Releases, Remedial Actions, Etc. Promptly upon
               --------------------------------------------------
     the occurrence thereof, written notice describing in reasonable detail (a)
     any Release required to be reported to any federal, state or local
     governmental or regulatory agency under any applicable Environmental Laws,
     (b) any remedial action taken by Borrower or any other Person in response
     to (1) any Hazardous Materials Activities the existence of which has a
     reasonable possibility of resulting in one or more Environmental Claims
     resulting in, individually or in the aggregate, a Material Adverse Effect,
     or (2) any Environmental Claims that, individually or in the aggregate,
     could reasonably be expected to result in a Material Adverse Effect, and
     (c) Borrower's discovery of any occurrence or condition on any real
     property adjoining or in the vicinity of any Facility that could reasonably
     be expected to result in individually, or in the aggregate, a Material
     Adverse Effect.

                                       99



          (iii) Written Communications Regarding Environmental Claims, Releases,
                ----------------------------------------------------------------
     Etc. As soon as practicable following the sending or receipt thereof by
     ----
     Borrower or any of its Subsidiaries, a copy of any and all written
     communications with respect to (a) any Environmental Claims that,
     individually or in the aggregate, could reasonably be expected to result in
     a Material Adverse Effect, (b) any Release required to be reported to any
     federal, state or local Government Authority, and (c) any request for
     information from any Government Authority that suggests such agency is
     investigating whether Borrower or any of its Subsidiaries may be
     potentially responsible for any Hazardous Materials Activity.

          (iv) Notice of Certain Proposed Actions Having Environmental Impact.
               --------------------------------------------------------------
     Prompt written notice describing in reasonable detail (a) any proposed
     acquisition of stock, assets, or property by Borrower or any of its
     Subsidiaries that could reasonably be expected to (1) expose Borrower or
     any of its Subsidiaries to, or result in, Environmental Claims that could
     reasonably be expected to result in, individually or in the aggregate, a
     Material Adverse Effect or (2) affect the ability of Borrower or any of its
     Subsidiaries to maintain in full force and effect all material Governmental
     Authorizations required under any Environmental Laws for their respective
     operations and (b) any proposed action to be taken by Borrower or any of
     its Subsidiaries to commence manufacturing or other industrial operations
     or to modify current operations in a manner that could reasonably be
     expected to subject Borrower or any of its Subsidiaries to any material
     additional obligations or requirements under any Environmental Laws that
     could reasonably be expected to result in, individually or in the
     aggregate, a Material Adverse Effect.

          (v) Other Information. With reasonable promptness, such other
              -----------------
     documents and information as from time to time may be reasonably requested
     by Administrative Agent in relation to any matters disclosed pursuant to
     this subsection 6.7.

     C. Borrower's Actions Regarding Hazardous Materials Activities,
Environmental Claims and Violations of Environmental Laws.

          (i) Remedial Actions Relating to Hazardous Materials Activities.
              -----------------------------------------------------------
     Borrower shall, in compliance with all applicable Environmental Laws,
     promptly undertake, and shall cause each of its Subsidiaries promptly to
     undertake, any and all investigations, studies, sampling, testing,
     abatement, cleanup, removal, remediation or other response actions
     necessary to remove, remediate, clean up or abate any Hazardous Materials
     Activity on, under or about any Facility that is in violation of any
     Environmental Laws or that presents a material risk of giving rise to an
     Environmental Claim. If Borrower or any of its Subsidiaries undertakes any
     such action with respect to any Hazardous Materials, Borrower or such
     Subsidiary shall conduct and complete such action in compliance with all
     applicable Environmental Laws and in accordance with the policies, orders
     and directives of all federal, state and local Government Authorities
     except when, and only to the extent that, Borrower's or such Subsidiary's
     liability with respect to such Hazardous Materials Activity is being
     diligently contested in good faith and by appropriate proceedings by
     Borrower or such Subsidiary.

                                      100



          (ii) Actions with Respect to Environmental Claims and Violations of
               --------------------------------------------------------------
     Environmental Laws. Borrower shall promptly take, and shall cause each of
     ------------------
     its Subsidiaries promptly to take, any and all actions necessary to (1)
     cure any material violation of applicable Environmental Laws by Borrower or
     its Subsidiaries that could reasonably be expected to result in,
     individually or in the aggregate, a Material Adverse Effect and (2) make an
     appropriate response to any Environmental Claim against Borrower or any of
     its Subsidiaries and discharge any obligations it may have to any Person
     thereunder where failure to do so could reasonably be expected to result
     in, individually or in the aggregate, a Material Adverse Effect.

6.8  Execution of Subsidiary Guaranty and Personal Property Collateral Documents
     ---------------------------------------------------------------------------
     by Certain Subsidiaries and Future Subsidiaries.
     -----------------------------------------------

     A. Execution of Subsidiary Guaranty and Personal Property Collateral
Documents. If any Subsidiary of Borrower existing on the Effective Date that has
not previously executed the Subsidiary Guaranty hereafter becomes a domestic
Restricted Subsidiary, or if any Person becomes a domestic Restricted Subsidiary
after the date hereof, Borrower will (i) promptly notify Administrative Agent of
that fact, (ii) cause such Restricted Subsidiary to execute and deliver to
Administrative Agent a counterpart of the Subsidiary Guaranty and the Security
Agreement and (iii) to take all such further actions and execute all such
further documents and instruments (including actions, documents and instruments
comparable to those described in subsection 4.11) as may be necessary or, in the
opinion of Administrative Agent, desirable to create in favor of Administrative
Agent, for the benefit of Lenders, a valid First Priority Lien on all of the
personal and mixed property assets of such Restricted Subsidiary described in
the applicable forms of Collateral Documents.

     B. Subsidiary Charter Documents, Legal Opinions, Etc. Borrower shall
deliver to Administrative Agent, together with such Loan Documents, (i)
certified copies of such Restricted Subsidiary's Organizational Documents,
together with a good standing certificate from the Secretary of State of the
jurisdiction of its organization and each other state in which such Person is
qualified as a foreign company to do business and, to the extent generally
available, a certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority of
each of such jurisdictions, each to be dated a recent date prior to their
delivery to Administrative Agent, (ii) a copy of such Restricted Subsidiary's
Bylaws, if any, certified by its corporate secretary or an assistant secretary
as of a recent date prior to their delivery to Administrative Agent, (iii) a
certificate executed by the secretary or similar Officer of such Restricted
Subsidiary as to (a) the fact that the attached resolutions of the Governing
Body of such Restricted Subsidiary approving and authorizing the execution,
delivery and performance of such Loan Documents are in full force and effect and
have not been modified or amended and (b) the incumbency and signatures of the
Officers of such Restricted Subsidiary executing such Loan Documents, and (iv) a
favorable opinion of counsel to such Restricted Subsidiary, in form and
substance satisfactory to Administrative Agent and its counsel, as to (a) the
due organization and good standing of such Restricted Subsidiary, (b) the due
authorization, execution and delivery by such Restricted Subsidiary of such Loan
Documents, (c) the enforceability of such Loan Documents against such Restricted
Subsidiary, (d) such other matters (including matters relating to the creation
and perfection of Liens in any Collateral pursuant to such Loan Documents) as
Administrative Agent

                                      101



may reasonably request, all of the foregoing to be satisfactory in form and
substance to Administrative Agent and its counsel.

6.9  Conforming Leasehold Interests; Matters Relating to Additional Real
     -------------------------------------------------------------------
     Property Collateral; Additional Ship Mortgages.
     ----------------------------------------------

     A. Conforming Leasehold Interests. If Borrower or any of its Restricted
Subsidiaries acquires any Material Leasehold Property, Borrower shall, or shall
cause such Restricted Subsidiary to, use commercially reasonable best efforts
(without requiring Borrower or such Restricted Subsidiary to relinquish any
material rights or incur any material obligations or to expend more than a
nominal amount of money over and above the reimbursement, if required, of the
landlord's out-of-pocket costs, including attorneys fees) to cause such Material
Leasehold Property to be a Conforming Leasehold Interest.

     B. Additional Mortgages, Etc. From and after the Effective Date, if (i)
Borrower or any Restricted Subsidiary acquires any fee interest in real property
or any Material Leasehold Property, or (ii) at the time any Person becomes a
Subsidiary Guarantor, such Person owns or holds any fee interest in real
property or any Material Leasehold Property, in either case excluding any such
Real Property Asset the encumbrancing of which requires the consent of any
applicable lessor or (in the case of clause (ii) above) then-existing senior
lienholder, where Borrower and its Subsidiaries are unable to obtain such
lessor's or senior lienholder's consent after using commercially reasonable
efforts (any such non-excluded Real Property Asset described in the foregoing
clause (i) or (ii) being an "Additional Mortgaged Property"), Borrower or such
Subsidiary Guarantor shall deliver to Administrative Agent, as soon as
practicable after such Person acquires such Additional Mortgaged Property or
becomes a Subsidiary Guarantor, as the case may be, all of the items required to
be delivered in connection with the Effective Date Mortgages.

     C. Additional Ship Mortgages, Etc. From and after the Effective Date, if
(a) Borrower or any Restricted Subsidiary acquires any ship, barge or other
vessel as part of a Gaming Facility or (b) at the time any Person becomes a
Subsidiary Guarantor, such Person owns or holds any interest in a ship, barge or
other vessel as part of a Gaming Facility, Borrower or such Restricted
Subsidiary shall deliver to Administrative Agent, as soon as practicable after
such Person acquires such additional ship, barge or other vessel, either (x) a
Ship Mortgage with respect to such acquired ship, barge or other vessel or (y)
an assignment of an existing Ship Mortgage, in form and substance satisfactory
to Administrative Agent, and such other approvals, opinions or documents in
connection with the foregoing as Administrative Agent may reasonably request.

6.10 Deposit Accounts and Cash Management Systems.
     --------------------------------------------

     Borrower shall, and shall cause each of its Restricted Subsidiaries to, use
and maintain its Deposit Accounts and cash management systems in a manner
reasonably satisfactory to Administrative Agent, and deliver information
regarding these Deposit Accounts, including (a) the name and address of the
financial institutions maintaining the Deposit Accounts, and (b) the Deposit
Account numbers, shall be set forth on Schedule 6.10 annexed hereto. Borrower
                                       -------------
shall not permit any such Deposit Account at any time to have a principal
balance in excess of

                                      102



$4,000,000 unless Borrower or such Restricted Subsidiary, as the case may be,
has (i) delivered to Administrative Agent a Deposit Account Control Agreement,
satisfactory in form and substance to Administrative Agent and executed by the
financial institution at which such Deposit Account is maintained, pursuant to
which such financial institution confirms and acknowledges Administrative
Agent's First Priority security interest in such Deposit Account and waives its
rights to set off with respect to amounts in such Deposit Account and (ii) taken
all other steps necessary or, in the opinion of Administrative Agent, desirable
to ensure that Administrative Agent will have sole dominion and control over
such Deposit Account at all times while such agreement is in effect; provided
that if Borrower or such Restricted Subsidiary is unable to obtain such
agreement from such financial institution Borrower shall, or shall cause such
Restricted Subsidiary to, within 30 days after receiving a written request by
Administrative Agent to do so, transfer all amounts in the applicable Deposit
Account to a Deposit Account maintained at a financial institution from which
such Borrower or such Restricted Subsidiary has obtained such an agreement.

6.11 Post-Closing Landlord Consent and Estoppels.
     -------------------------------------------

     To the extent that a Landlord Consent and Estoppel has not been delivered
prior to the Effective Date in connection with any Effective Date Mortgages and
either (a) a Landlord Consent and Estoppel had previously been delivered for
such Effective Date Mortgaged Property pursuant to the Existing Credit Agreement
or (b) such Effective Date Mortgaged Property was not previously encumbered in
connection with the Existing Credit Agreement, Borrower shall, or shall cause
the applicable Restricted Subsidiary to, use its commercially reasonable efforts
to cause the applicable landlord(s) to deliver a Landlord Consent and Estoppel
on or before the date that is thirty (30) days after the Effective Date (or such
longer period, not to exceed sixty (60) days, so long as such Landlord Consent
and Estoppel was requested during the 30-day period and Borrower or such
Restricted Subsidiary is diligently pursuing such Landlord Consent and
Estoppel).

Section 7. BORROWER'S NEGATIVE COVENANTS

          Borrower covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Borrower shall perform, and shall cause each of its Restricted Subsidiaries to
perform, all covenants in this Section 7.

7.1  Indebtedness.
     ------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or
otherwise become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

          (i) Borrower may become and remain liable with respect to the
     Obligations;

          (ii) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to Contingent Obligations permitted by subsection 7.4
     and, upon any

                                      103



     matured obligations actually arising pursuant thereto, the Indebtedness
     corresponding to the Contingent Obligations so extinguished;

          (iii) Borrower may become and remain liable with respect to
     Indebtedness to any of its wholly-owned domestic Restricted Subsidiaries,
     and any wholly-owned domestic Restricted Subsidiary of Borrower may become
     and remain liable with respect to Indebtedness to Borrower or any other
     wholly-owned domestic Restricted Subsidiary of Borrower; provided that (a)
                                                              --------
     all such intercompany Indebtedness shall be evidenced by promissory notes,
     (b) all such intercompany Indebtedness owed by Borrower to any of its
     domestic Restricted Subsidiaries shall be subordinated in right of payment
     to the payment in full of the Obligations pursuant to the terms of the
     applicable promissory notes or an intercompany subordination agreement, and
     (c) any payment by any domestic Restricted Subsidiary of Borrower under any
     guaranty of the Obligations shall result in a pro tanto reduction of the
     amount of any intercompany Indebtedness owed by such domestic Restricted
     Subsidiary to Borrower or to any of its domestic Restricted Subsidiaries
     for whose benefit such payment is made;

          (iv) Borrower and its Restricted Subsidiaries, as applicable, may
     remain liable with respect to Indebtedness described in Schedule 7.1
                                                             ------------
     annexed hereto;

          (v) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to unsecured lines of credit with local financial
     institutions in an aggregate principal amount not to exceed $25,000,000;

          (vi) Borrower may remain liable with respect to Indebtedness evidenced
     by the Subordinated Notes in an aggregate principal amount not to exceed
     $590,000,000;

          (vii) Borrower may become and remain liable with respect to other
     unsecured Subordinated Indebtedness in an aggregate principal amount not to
     exceed $300,000,000; provided that after giving effect to the incurrence of
                          --------
     such Subordinated Indebtedness and the application of the proceeds thereof,
     Borrower is in pro forma compliance with subsection 7.6 and no Potential
     Event of Default or Event of Default has occurred and is continuing or
     would arise as a result of the incurrence of such Subordinated
     Indebtedness;

          (viii) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to Indebtedness incurred to refinance the then
     outstanding aggregate principal amount of any Indebtedness permitted under
     subsection 7.1 (other than Indebtedness with respect to the Obligations);
     provided that such refinancing Indebtedness (a) shall be in an aggregate
     --------
     principal amount not to exceed the then outstanding aggregate principal
     amount of such Indebtedness to be so refinanced plus the amount of accrued
     and unpaid interest thereon (provided, however, that with respect to
                                  --------  -------
     Indebtedness incurred to refinance the then outstanding aggregate principal
     amount of Indebtedness permitted under subsections 7.1(vi) or 7.1(vii), the
     aggregate principal amount of such refinancing Indebtedness shall be in an
     amount equal to the then outstanding aggregate principal amount of such
     Indebtedness to be so refinanced plus the amount of accrued and unpaid
     interest thereon); (b) shall have a maturity no earlier and

                                      104



     an average life no shorter than the Indebtedness being so refinanced; and
     (c) shall contain terms and conditions no less favorable to Borrower and
     Lenders and such other terms and conditions as are satisfactory to
     Administrative Agent; provided further that to the extent that any
                           -------- -------
     Indebtedness permitted under subsection 7.1 is refinanced pursuant to this
     subsection 7.1(viii), then the maximum aggregate principal amount of such
     Indebtedness permitted to be incurred pursuant to the applicable provision
     of subsection 7.1 shall be reduced by an amount equal to the aggregate
     principal amount of such permitted refinancing and its Restricted
     Subsidiaries may become and remain liable with respect to Indebtedness; and

          (ix) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to Capital Leases, other Indebtedness and other
     Contingent Obligations permitted under subsection 7.4(x) in an aggregate
     principal amount not to exceed $60,000,000 at any time outstanding;
     provided that the aggregate amount of all such Capital Leases, other
     Indebtedness and/or other Contingent Obligations secured by Liens shall not
     exceed $30,000,000 at any time outstanding.

7.2  Liens and Related Matters.
     -------------------------

     A. Prohibition on Liens. Borrower shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Borrower or any of its Restricted Subsidiaries, whether now owned
or hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute, except:

          (i) Permitted Encumbrances;

          (ii) Liens granted pursuant to the Collateral Documents;

          (iii) Liens constituting a second Ship Mortgage granted in connection
     with the financing of equipment or other appurtenances on the ship, barge
     or other vessel so secured by such second Ship Mortgage; provided that
                                                              --------
     prior to granting such second Ship Mortgage, the Person to which is granted
     such Lien shall have entered into an intercreditor agreement with
     Administrative Agent and Lenders and executed and delivered such other
     related agreements and instruments as reasonably requested by
     Administrative Agent in connection with such intercreditor agreement, in
     each case in form and substance satisfactory to Administrative Agent;

          (iv) Liens described in Schedule 7.2 annexed hereto; and
                                  ------------

          (v) Liens securing Capital Leases, other Indebtedness and other
     Contingent Obligations permitted under subsections 7.1(ix) and 7.4(ix).

     B. Equitable Lien in Favor of Lenders. If Borrower or any of its Restricted
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now

                                      105



owned or hereafter acquired, other than Liens excepted by the provisions of
subsection 7.2A, it shall make or cause to be made effective provision whereby
the Obligations will be secured by such Lien equally and ratably with any and
all other Indebtedness secured thereby as long as any such Indebtedness shall be
so secured; provided that, notwithstanding the foregoing, this covenant shall
            --------
not be construed as a consent by Requisite Lenders to the creation or assumption
of any such Lien not permitted by the provisions of subsection 7.2A.

     C. No Further Negative Pledges. Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale permitted by this
Agreement, neither Borrower nor any of its Restricted Subsidiaries shall enter
into any agreement (other than the Subordinated Note Indentures and any other
agreement evidencing Subordinated Indebtedness and containing similar terms to
the Subordinated Note Indentures or prohibiting the creation of Liens securing
such Subordinated Indebtedness) prohibiting the creation or assumption of any
Lien upon any of its properties or assets, whether now owned or hereafter
acquired.

     D. No Restrictions on Subsidiary Distributions to Borrower or Other
Subsidiaries. Except as provided herein or in the Subordinated Note Indentures
or in any other agreement evidencing Subordinated Indebtedness and containing
similar terms to the Subordinated Note Indentures, Borrower will not, and will
not permit any of its Restricted Subsidiaries to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any such Restricted Subsidiary to (i) pay dividends
or make any other distributions on any of such Restricted Subsidiary's Capital
Stock owned by Borrower or any other Restricted Subsidiary of Borrower, (ii)
repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower
or any other Restricted Subsidiary of Borrower, (iii) make loans or advances to
Borrower or any other Restricted Subsidiary of Borrower, or (iv) otherwise
transfer any of its property or assets to Borrower or any other Restricted
Subsidiary of Borrower.

7.3  Investments.
     -----------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including any Joint Venture, or acquire, by purchase or otherwise, all
or substantially all the business, property or fixed assets of, Capital Stock of
any Person, or any division or line of business of any Person except:

          (i) Borrower and its Restricted Subsidiaries may make and own
     Investments in Cash Equivalents;

          (ii) Borrower and its Restricted Subsidiaries may continue to own the
     Investments owned by them as of the Effective Date in any Subsidiaries of
     Borrower and Borrower and its Restricted Subsidiaries may make Investments
     in new Subsidiaries that are Restricted Subsidiaries; provided that
     Borrower shall cause each such new Restricted Subsidiary to comply with the
     requirements of subsections 6.8 and 6.9 in connection with the formation of
     such new Restricted Subsidiary;

                                      106



          (iii) Borrower and its Restricted Subsidiaries may make intercompany
     loans to the extent permitted under subsection 7.1(iii);

          (iv) Borrower and its Restricted Subsidiaries may make Consolidated
     Capital Expenditures permitted by subsection 7.8;

          (v) Borrower and its Restricted Subsidiaries may continue to own the
     Investments owned by them and described in Schedule 7.3 annexed hereto;
                                                ------------

          (vi) Borrower and its Restricted Subsidiaries may continue to own the
     Investments owned by them as of the Effective Date in ICBH;

          (vii) Borrower and its Restricted Subsidiaries may make Investments in
     connection with use of the proceeds from the sale of the Las Vegas Gaming
     Facilities and the Tunica Gaming Facilities;

          (viii) Borrower and its Restricted Subsidiaries may make and own
     Investments permitted by subsection 7.7(vii) hereto;

          (ix) Borrower and its Restricted Subsidiaries may make and own other
     Investments (including, without limitation, Investments in Unrestricted
     Subsidiaries) in an aggregate amount outstanding not to exceed $50,000,000
     (the "Maximum Investments Amount"); provided, however, if the Consolidated
     Total Leverage Ratio is less than 4:00 to 1:00 as of the last day of any
     Fiscal Quarter, such Maximum Investments Amount shall be increased to
     $75,000,000; and

          (x) Borrower and its Restricted Subsidiaries may make Permitted
     Acquisitions in accordance with subsection 7.7(vii).

7.4  Contingent Obligations.
     ----------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or become or remain liable with
respect to any Contingent Obligation, except:

          (i) Restricted Subsidiaries of Borrower may become and remain liable
     with respect to Contingent Obligations in respect of the Subsidiary
     Guaranty;

          (ii) Borrower may become and remain liable with respect to Contingent
     Obligations in respect of Letters of Credit;

          (iii) Borrower may become and remain liable with respect to Contingent
     Obligations under Interest Rate Agreements constituting Hedge Agreements,
     entered into with Lenders for bona fide hedging purposes and not for
     speculative purposes with respect to Indebtedness in an aggregate notional
     principal amount not to exceed at any time $300,000,000;

                                      107



          (iv) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to Contingent Obligations in respect of customary
     indemnification and purchase price adjustment obligations incurred in
     connection with Asset Sales or other sales of assets;

          (v) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to Contingent Obligations in respect of any
     Indebtedness of Borrower or any of its Restricted Subsidiaries permitted by
     subsection 7.1;

          (vi) Borrower and its Restricted Subsidiaries, as applicable, may
     remain liable with respect to Contingent Obligations described in Schedule
                                                                       --------
     7.4 annexed hereto;
     ---

          (vii) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to guaranties of the Indebtedness in respect of the
     unsecured lines of credit permitted under subsection 7.1(v);

          (viii) Restricted Subsidiaries may become and remain liable with
     respect to Contingent Obligations arising under their subordinated
     guaranties of the Subordinated Notes as set forth in the Subordinated Note
     Indentures;

          (ix) Borrower and its Restricted Subsidiaries may become and remain
     liable with respect to other Contingent Obligations, Capital Leases
     permitted under subsection 7.1(ix) and other Indebtedness permitted under
     subsection 7.1(ix) in an aggregate principal amount not to exceed
     $60,000,000 at any time outstanding; provided that the aggregate amount of
                                          --------
     all such Capital Leases, other Indebtedness and other Contingent
     Obligations secured by Liens shall not exceed $30,000,000 at any time
     outstanding.

7.5  Restricted Junior Payments.
     --------------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart
any sum for any Restricted Junior Payment; provided that (i) Borrower may make
                                           --------
regularly scheduled payments of interest in respect of the Subordinated Notes,
in accordance with the terms of and to the extent required by, and subject to
the subordination provisions contained in, the Subordinated Note Indentures;
(ii) Borrower may make regularly scheduled payments of interest in respect of
any other Subordinated Indebtedness in accordance with the terms of, and only to
the extent required by, and subject to the subordination provisions contained
in, the indenture or other agreement pursuant to which such Subordinated
Indebtedness was issued, as such indenture or other agreement may be amended
from time to time to the extent permitted under subsection 7.15B; (iii) Borrower
may make a "Change of Control Offer" (as defined in either of the Subordinated
Note Indentures) with respect to the Subordinated Notes; provided, however, that
                                                         --------  -------
prior to making any such "Change of Control Offer", either (x) Borrower shall
(1) repay in full all Obligations (including, without limitation, any unpaid
principal, interest, fees, costs and expenses owed by Borrower under this
Agreement or any other Loan Document) and terminate all outstanding

                                      108



Commitments under this Agreement or (2) offer to repay in full all Obligations
(including, without limitation, any unpaid principal, interest, fees, costs and
expenses owed by Borrower under this Agreement or any other Loan Document) and
terminate all outstanding Commitments under this Agreement and to repay such
Obligations owed to each Lender which has accepted such offer, or (y)
Administrative Agent and Requisite Lenders shall otherwise approve such "Change
of Control Offer" with respect to the Subordinated Notes; (iv) Borrower may make
Restricted Junior Payments to redeem its Capital Stock, up to an aggregate
amount not to exceed $25,000,000 in each Fiscal Year and (v) Borrower or any of
its Restricted Subsidiaries may make Restricted Junior Payments to any Loan
Party.

7.6  Financial Covenants.
     -------------------

     A. Maximum Consolidated Total Leverage Ratio. Borrower shall not permit the
Consolidated Total Leverage Ratio as of the last day of any Fiscal Quarter
ending during any of the periods set forth below to exceed the correlative ratio
indicated:

                                       Maximum Consolidated
             Period                    Total Leverage Ratio
4th Fiscal Quarter, Fiscal Year 2002        4.75:1:00

1st Fiscal Quarter, Fiscal Year 2003        4.75:1:00
2nd Fiscal Quarter, Fiscal Year 2003        4.75:1:00
3rd Fiscal Quarter, Fiscal Year 2003        4.75:1:00
4th Fiscal Quarter, Fiscal Year 2003        4.75:1:00

1st Fiscal Quarter, Fiscal Year 2004        4.75:1:00
2nd Fiscal Quarter, Fiscal Year 2004        4.75:1:00
3rd Fiscal Quarter, Fiscal Year 2004        4.50:1:00
4th Fiscal Quarter, Fiscal Year 2004        4.50:1:00

1st Fiscal Quarter, Fiscal Year 2005        4.50:1:00
2nd Fiscal Quarter, Fiscal Year 2005        4.50:1:00
3rd Fiscal Quarter, Fiscal Year 2005        4.50:1:00
4th Fiscal Quarter, Fiscal Year 2005        4.25:1:00

1st Fiscal Quarter, Fiscal Year 2006        4.25:1:00
2nd Fiscal Quarter, Fiscal Year 2006        4.25:1:00
3rd Fiscal Quarter, Fiscal Year 2006        4.25:1:00
4th Fiscal Quarter, Fiscal Year 2006        4.00:1:00
and each Fiscal Quarter thereafter

     B. Maximum Consolidated Senior Leverage Ratio. Borrower shall not permit
the Consolidated Senior Leverage Ratio as of the last day of any Fiscal Quarter
to exceed 2.25:1:00.

     C. Minimum Fixed Charge Coverage Ratio. Borrower shall not permit the ratio
of (i) Consolidated EBITDA less Maintenance Capital Expenditures to (ii)
                           ----
Consolidated Fixed Charges for any four consecutive Fiscal Quarter period ending
during any of the periods set forth below to be less than the correlative ratio
indicated:

                                      109



                                       Minimum Fixed Charge
              Period                    Coverage Ratio

4th Fiscal Quarter, Fiscal Year 2002        1.75:1:00

1st Fiscal Quarter, Fiscal Year 2003        1.75:1:00
2nd Fiscal Quarter, Fiscal Year 2003        1.75:1:00
3rd Fiscal Quarter, Fiscal Year 2003        1.75:1:00
4th Fiscal Quarter, Fiscal Year 2003        1.75:1:00

1st Fiscal Quarter, Fiscal Year 2004        1.75:1:00
2nd Fiscal Quarter, Fiscal Year 2004        1.75:1:00
3rd Fiscal Quarter, Fiscal Year 2004        1.75:1:00
4th Fiscal Quarter, Fiscal Year 2004        2.00:1:00

1st Fiscal Quarter, Fiscal Year 2005        2.00:1:00
2nd Fiscal Quarter, Fiscal Year 2005        2.00:1:00
3rd Fiscal Quarter, Fiscal Year 2005        2.00:1:00
4th Fiscal Quarter, Fiscal Year 2005        2.00:1:00

1st Fiscal Quarter, Fiscal Year 2006        2.00:1:00
2nd Fiscal Quarter, Fiscal Year 2006        2.00:1:00
3rd Fiscal Quarter, Fiscal Year 2006        2.00:1:00
4th Fiscal Quarter, Fiscal Year 2006        2.25:1:00
   and each Fiscal Quarter thereafter

     D. Minimum Consolidated Net Worth. Borrower shall not permit Consolidated
Net Worth as of the last day of any given Fiscal Quarter in any given Fiscal
Year to be less than the sum of (i) 85% of Consolidated Net Worth as of the last
day of the first Fiscal Quarter ending after the Effective Date, plus (ii) 50%
                                                                 ----
of Consolidated Net Income (but excluding net losses) for each Fiscal Quarter
following the first Fiscal Quarter ending after the Effective Date, plus (iii)
                                                                    ----
an amount equal to 50% of the net cash proceeds from any sales and issuances of
Borrower's equity Securities after the Effective Date.

7.7  Restriction on Fundamental Changes; Asset Sales and Permitted Acquisitions.
     --------------------------------------------------------------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, alter the corporate, capital or legal structure of Borrower or
any of its Restricted Subsidiaries, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary, whether newly issued or
outstanding), whether now owned or hereafter acquired, or acquire by purchase or
otherwise all or substantially all the business, property or fixed assets of, or
stock or

                                      110



other evidence of beneficial ownership of, any Person or any division or line of
business of any Person, except:

          (i) any Restricted Subsidiary of Borrower may be merged with or into
     Borrower or any wholly-owned Subsidiary Guarantor, or be liquidated, wound
     up or dissolved, or all or any part of its business, property or assets may
     be conveyed, sold, leased, transferred or otherwise disposed of, in one
     transaction or a series of transactions, to Borrower or any wholly-owned
     Subsidiary Guarantor; provided that, in the case of such a merger, Borrower
                           --------
     or such wholly-owned Subsidiary Guarantor shall be the continuing or
     surviving Person;

          (ii) Borrower and its Restricted Subsidiaries may make Consolidated
     Capital Expenditures permitted under subsection 7.8;

          (iii) Borrower and its Restricted Subsidiaries may dispose of
     obsolete, worn out or surplus property in the ordinary course of business;

          (iv) Borrower and its Restricted Subsidiaries may sell or otherwise
     dispose of assets in transactions that do not constitute Asset Sales;
     provided that the consideration received for such assets shall be in an
     --------
     amount at least equal to the fair market value thereof;

          (v) Borrower and its Restricted Subsidiaries may make Asset Sales of
     the Assets Held for Sale or Development; provided that the consideration
                                              --------
     received for such assets shall be in an amount at least equal to the fair
     market value thereof; and

          (vi) Borrower and its Restricted Subsidiaries may make Asset Sales of
     assets having an aggregate fair market value not in excess of $40,000,000;
     provided that (x) the consideration received for such assets shall be in an
     --------
     amount at least equal to the fair market value thereof; (y) the
     consideration received for such assets shall be in the form of Cash and/or
     promissory notes, which notes shall be pledged to Administrative Agent
     pursuant to the applicable Collateral Documents; and (z) the Net Asset Sale
     Proceeds of such Asset Sales shall be applied as required by subsection
     2.4B(iii)(a).

          (vii) Borrower and its Restricted Subsidiaries may acquire assets
     (including Capital Stock and including Capital Stock of Subsidiaries formed
     in connection with any such acquisition) in transactions constituting
     Permitted Acquisitions (including the consummation of the Black Hawk
     Transaction), provided, however, that if the assets acquired in such
     Permitted Acquisition are acquired for Cash in excess of 4.0 times the
     consolidated EBITDA (which shall be determined in a manner consistent with
     the calculation of Consolidated EBITDA hereunder, modified as appropriate
     for the business of such Person) of such assets, calculated on a trailing
     twelve month basis, then the amount in excess of 4.0 times the consolidated
     EBITDA of such assets shall be applied against the Maximum Expansion
     Capital Expenditures Amount available under subsection 7.8A(iii); provided,
     however, that with respect to the Black Hawk Transaction, Cash shall be
     deemed to include the principal amount of any indebtedness assumed in
     connection therewith, and the consolidated EBITDA for such assets shall be

                                      111



     deemed to be the consolidated EBITDA of ICBH as a whole (and for such
     purposes, any management fees paid by ICBH to Borrower shall be included in
     consolidated EBITDA), and provided further that Borrower shall, and shall
     cause its Subsidiaries to, comply with the requirements of subsections 6.8
     and 6.9 with respect to each such acquisition that results in a Person
     becoming a Subsidiary.

7.8  Consolidated Capital Expenditures.
     ---------------------------------

          Borrower shall not, and shall not permit its Restricted Subsidiaries
to, make or incur Consolidated Capital Expenditures, except:

     A. Expansion Capital Expenditures. Borrower and its Restricted Subsidiaries
        ------------------------------
may make Expansion Capital Expenditures for:

          (i) Existing Gaming Facilities in an aggregate amount not to exceed
     $150,000,000, less any amounts used to increase the Maximum Expansion
     Capital Expenditures Amount in accordance with subsection 7.8A(iii);

          (ii) The upgrade of the slot machines at existing Gaming Facilities in
     an aggregate amount not to exceed $50,000,000, less any amounts used to
     increase the Maximum Expansion Capital Expenditures Amount in accordance
     with subsection 7.8A(iii);

          (iii) Any other purpose, in an aggregate amount not to exceed
     $50,000,000 in each Fiscal Year (the "Maximum Expansion Capital
     Expenditures Amount"); provided that: (a) the Maximum Expansion Capital
                            --------
     Expenditures Amount for any Fiscal Year after Fiscal Year 2002 may be
     increased by an amount equal to the excess, if any, of the Maximum
     Expansion Capital Expenditures Amount for the previous Fiscal Year (as
     adjusted in accordance with this proviso) over the actual amount of
     Expansion Capital Expenditures for such previous Fiscal Year, up to a
     maximum increase of $20,000,000 in any Fiscal Year; and (b) for any Fiscal
     Year or Fiscal Years after Fiscal Year 2002, Borrower may elect to increase
     the Maximum Expansion Capital Expenditures Amount for such Fiscal Year or
     Fiscal Years by an amount (the "Carryover Amount") equal to the sum of 50%
     of the unused availability in subsections 7.8A(i) and 7.8A(ii) by
     delivering an Officer's Certificate to Administrative Agent (x) stating
     that Borrower and its Restricted Subsidiaries have elected not to use the
     amounts set forth in subsections 7.8A(i) and 7.8A(ii), (y) demonstrating
     the calculation of the increase to the Maximum Expansion Capital
     Expenditures Amount for such Fiscal Year or Fiscal Years, such calculation
     to be reasonably satisfactory to Administrative Agent, and (z) requesting
     that such increase be added to the Maximum Capital Expenditures Amount for
     the next succeeding Fiscal Year or Fiscal Years; provided further that
                                                      -------- -------
     after Borrower delivers such Officer's Certificate to Administrative Agent
     and determines the aggregate increase to the Maximum Expansion Capital
     Expenditures Amount for such Fiscal Year or Fiscal Years, Borrower may not
     reallocate, reapply or otherwise use such carryover amount for any of the
     Expansion Capital Expenditures described in subsection 7.8A(i) or 7.8A(ii);
     and

                                      112



     B. Maintenance Capital Expenditures. Borrower and its Restricted
        --------------------------------
Subsidiaries may make Maintenance Capital Expenditures in an aggregate amount
not to exceed $40,000,000 in any Fiscal Year beginning in the Fiscal Year 2002
(the "Maximum Maintenance Capital Expenditures Amount"); provided that the
                                                         --------
Maximum Maintenance Capital Expenditures Amount for any Fiscal Year after Fiscal
Year 2002 shall be increased by an amount equal to the excess, if any, of the
Maximum Maintenance Capital Expenditures Amount for the previous Fiscal Year (as
adjusted in accordance with this proviso) over the actual amount of Maintenance
Capital Expenditures for such previous Fiscal Year, up to a maximum increase of
$10,000,000 in any Fiscal Year.

7.9  Restriction on Leases.
     ---------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, become liable in any way, whether directly or by assignment or
as a guarantor or other surety, for the obligations of the lessee under any
lease (other than the Excluded Leases and intercompany leases between Borrower
and its wholly-owned Subsidiaries), unless, immediately after giving effect to
the incurrence of liability with respect to such lease, the Consolidated Rental
Payments at the time in effect during the then current Fiscal Year shall not
exceed $4,000,000.

7.10 Sales and Lease-Backs.
     ---------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as
a guarantor or other surety with respect to any lease, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (i) which Borrower or any of its
Restricted Subsidiaries has sold or transferred or is to sell or transfer to any
other Person (other than Borrower or any of its Restricted Subsidiaries) or (ii)
which Borrower or any of its Restricted Subsidiaries intends to use for
substantially the same purpose as any other property which has been or is to be
sold or transferred by Borrower or any of its Restricted Subsidiaries to any
Person (other than Borrower or any of its Restricted Subsidiaries) in connection
with such lease; provided that Borrower and its Restricted Subsidiaries may
                 --------
become and remain liable as lessee, guarantor or other surety with respect to
any such lease if and to the extent that Borrower or any of its Restricted
Subsidiaries would be permitted to enter into, and remain liable under, such
lease under subsection 7.1 (ix), 7.4(x) or 7.9.

7.11 Sale or Discount of Receivables.
     -------------------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, sell with recourse, or discount (except
discounts with the primary obligor of any accounts receivable) or otherwise sell
for less than the face value thereof, any of its notes or accounts receivable.

7.12 Transactions with Shareholders and Affiliates.
     ---------------------------------------------

          Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any service) with any holder of 5% or more

                                      113



of any class of equity Securities of Borrower or with any Affiliate of Borrower
or of any such holder, on terms that are less favorable to Borrower or that
Restricted Subsidiary, as the case may be, than those that might be obtained at
the time from Persons who are not such a holder or Affiliate; provided that the
                                                              --------
foregoing restriction shall not apply to (i) any transaction between Borrower
and any of its Subsidiary Guarantors or between any of its Subsidiary Guarantors
otherwise permitted hereunder or (ii) reasonable and customary fees paid to
members of the Governing Bodies of Borrower and its Restricted Subsidiaries.

7.13 Disposal of Subsidiary Stock.
     ----------------------------

          Except for (x) any pledge or encumbrance of the Capital Stock of any
of its Restricted Subsidiaries required under this Agreement and the applicable
Collateral Documents and (y) any sale of 100% of the Capital Stock of any of its
Restricted Subsidiaries in compliance with the provisions of subsection 7.7(i)
or 7.7(vi), Borrower shall not:

          (i) directly or indirectly sell, assign, pledge or otherwise encumber
     or dispose of any shares of Capital Stock of any of its Restricted
     Subsidiaries, except to qualify directors if required by applicable law; or

          (ii) permit any of its Restricted Subsidiaries directly or indirectly
     to sell, assign, pledge or otherwise encumber or dispose of any shares of
     Capital Stock of any of its Restricted Subsidiaries (including such
     Restricted Subsidiary), except to Borrower, another Restricted Subsidiary
     of Borrower, or to qualify directors if required by applicable law.

7.14 Conduct of Business.
     -------------------

          From and after the Effective Date, Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than the Related
Businesses.

7.15 Amendments of Documents Relating to Subordinated Indebtedness; Designation
     --------------------------------------------------------------------------
     of "Designated Senior Indebtedness".
     ------------------------------------

     A. Amendments of Documents Relating to Subordinated Indebtedness. Borrower
shall not, and shall not permit any of its Restricted Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any payment
consistent with an amendment thereof or change thereto, if the effect of such
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof (including provisions
relating to a "Change of Control" or "Repurchase Offer" (as such terms are
defined therein) and the related definitions), reduce the amount of permitted
indebtedness, change the subordination provisions thereof (or of any guaranty
thereof), or change any collateral therefor (other than to release such
collateral), or if the effect of such amendment or change, together with all
other amendments or changes made, is to increase materially the obligations of
the obligor thereunder or to confer any additional rights on the holders of such

                                      114



Subordinated Indebtedness (or a trustee or other representative on their behalf)
that would be adverse to Borrower or Lenders.

     B. Designation of "Designated Senior Indebtedness". Borrower shall not
designate any Indebtedness (other than the Obligations) as "Designated Senior
Indebtedness" (as defined in the Subordinated Note Indentures) for purposes of
the Subordinated Note Indentures without the prior written consent of Requisite
Lenders.

7.16 Fiscal Year.
     -----------

          Borrower shall not change its Fiscal Year-end from the last Sunday in
April without the prior written consent of Administrative Agent.

Section 8. EVENTS OF DEFAULT

          If any of the following conditions or events ("Events of Default")
shall occur:

8.1  Failure to Make Payments When Due.
     ---------------------------------

          Failure by Borrower to pay any installment of principal of any Loan
when due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Borrower to pay
when due any amount payable to an Issuing Lender in reimbursement of any drawing
under a Letter of Credit; or failure by Borrower to pay any interest on any Loan
or any fee or any other amount due under this Agreement within five days after
the date due; or

8.2  Default in Other Agreements.
     ---------------------------

          (i) Failure of Borrower or any of its Restricted Subsidiaries to pay
     when due any principal of or interest on or any other amount payable in
     respect of one or more items of Indebtedness (other than Indebtedness
     referred to in subsection 8.1) or Contingent Obligations in an individual
     principal amount of $20,000,000 or more or with an aggregate principal
     amount of $20,000,000 or more, in each case beyond the end of any grace
     period provided therefor; or (ii) breach or default by Borrower or any of
     its Restricted Subsidiaries with respect to any other material term of (a)
     one or more items of Indebtedness or Contingent Obligations in the
     individual or aggregate principal amounts referred to in clause (i) above
     or (b) any loan agreement, mortgage, indenture or other agreement relating
     to such item(s) of Indebtedness or Contingent Obligation(s), if the effect
     of such breach or default is to cause, or to permit the holder or holders
     of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of
     such holder or holders) to cause, that Indebtedness or Contingent
     Obligation(s) to become or be declared due and payable prior to its stated
     maturity or the stated maturity of any underlying obligation, as the case
     may be (upon the giving or receiving of notice, lapse of time, both, or
     otherwise).

                                      115



8.3  Breach of Certain Covenants.
     ---------------------------

          Failure of Borrower to perform or comply with any term or condition
contained in subsections 2.5, 6.2 or Section 7 of this Agreement; or

8.4  Breach of Warranty.
     ------------------

          Any representation, warranty, certification or other statement made by
Borrower or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Borrower or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

8.5  Other Defaults Under Loan Documents.
     -----------------------------------

          Any Loan Party shall default in the performance of or compliance with
any term contained in this Agreement or any of the other Loan Documents, other
than any such term referred to in any other subsection of this Section 8, and
such default shall not have been remedied or waived within 30 days after receipt
by Borrower and such Loan Party of notice from Administrative Agent or any
Lender of such default; or

8.6  Involuntary Bankruptcy; Appointment of Receiver, etc.
     -----------------------------------------------------

          (i) A court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of Borrower or any of its Material
     Subsidiaries in an involuntary case under the Bankruptcy Code or under any
     other applicable bankruptcy, insolvency or similar law now or hereafter in
     effect, which decree or order is not stayed; or any other similar relief
     shall be granted under any applicable federal or state law; or (ii) an
     involuntary case shall be commenced against Borrower or any of its Material
     Subsidiaries under the Bankruptcy Code or under any other applicable
     bankruptcy, insolvency or similar law now or hereafter in effect; or a
     decree or order of a court having jurisdiction in the premises for the
     appointment of a receiver, liquidator, sequestrator, trustee, custodian or
     other officer having similar powers over Borrower or any of its Material
     Subsidiaries, or over all or a substantial part of its property, shall have
     been entered; or there shall have occurred the involuntary appointment of
     an interim receiver, trustee or other custodian of Borrower or any of its
     Material Subsidiaries for all or a substantial part of its property; or a
     warrant of attachment, execution or similar process shall have been issued
     against any substantial part of the property of Borrower or any of its
     Material Subsidiaries, and any such event described in this clause (ii)
     shall continue for 60 days unless dismissed, bonded or discharged; or

8.7  Voluntary Bankruptcy; Appointment of Receiver, etc.
     ---------------------------------------------------

          (i) Borrower or any of its Material Subsidiaries shall have an order
     for relief entered with respect to it or commence a voluntary case under
     the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
     similar law now or hereafter in effect, or shall consent to the entry of an
     order for relief in an involuntary case, or to the conversion of an
     involuntary case to a voluntary case, under any such law, or shall

                                      116



     consent to the appointment of or taking possession by a receiver, trustee
     or other custodian for all or a substantial part of its property; or
     Borrower or any of its Material Subsidiaries shall make any assignment for
     the benefit of creditors; or (ii) Borrower or any of its Material
     Subsidiaries shall be unable, or shall fail generally, or shall admit in
     writing its inability, to pay its debts as such debts become due; or the
     Governing Body of Borrower or any of its Material Subsidiaries (or any
     committee thereof) shall adopt any resolution or otherwise authorize any
     action to approve any of the actions referred to in clause (i) above or
     this clause (ii); or

8.8  Judgments and Attachments.
     -------------------------

          Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $10,000,000 or (ii)
in the aggregate at any time an amount in excess of $10,000,000 (in either case
not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against
Borrower or any of its Restricted Subsidiaries or any of their respective assets
and shall remain undischarged, unvacated, unbonded or unstayed for a period of
60 days (or in any event later than five days prior to the date of any proposed
sale thereunder); or

8.9  Dissolution.
     -----------

          Any order, judgment or decree shall be entered against Borrower or any
of its Material Subsidiaries decreeing the dissolution or split up of Borrower
or that Material Subsidiary and such order shall remain undischarged or unstayed
for a period in excess of 30 days; or

8.10 Employee Benefit Plans.
     ----------------------

          There shall occur one or more ERISA Events which individually or in
the aggregate results in or might reasonably be expected to result in liability
of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA
Affiliates in excess of $5,000,000 during the term of this Agreement; or there
shall exist an amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), which exceeds $5,000,000; or

8.11 Change of Control.
     -----------------

          (i) The occurrence of a Change of Control or (ii) the Borrower makes
     an offer to purchase or redeem any of the Subordinated Notes upon a Change
     of Control; or

8.12 Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of
     ----------------------------------------------------------------------
     Obligations.
     -----------

          At any time after the execution and delivery thereof, (i) the
Subsidiary Guaranty for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms or as otherwise permitted under this Agreement) or
shall be declared to be null and void, (ii) any Collateral Document shall cease
to be in full force and effect (other than by reason of a release of Collateral
thereunder in

                                      117



accordance with the terms hereof or thereof, the satisfaction in full of the
Obligations or any other termination of such Collateral Document in accordance
with the terms hereof or thereof) or shall be declared null and void, or
Administrative Agent shall not have or shall cease to have a valid First
Priority Lien in any material Collateral purported to be covered thereby, in
each case for any reason other than the failure of Administrative Agent or any
Lender to take any action within its control, or (iii) any Loan Party shall
contest the validity or enforceability of any Loan Document in writing or deny
in writing that it has any further liability, including with respect to future
advances by Lenders, under any Loan Document to which it is a party; or

8.13 Loss of Gaming Licenses.
     -----------------------

          The occurrence of a License Revocation by any Gaming Authority in a
jurisdiction in which Borrower or any of its Subsidiaries owns or operates a
Gaming Facility (other than with respect to Pompano Park) which, individually or
in the aggregate, could reasonably be expected to result in reduction of more
than 5% of the gross revenues of the Borrower and its Restricted Subsidiaries on
a consolidated basis; provided that such License Revocation continues for at
                      --------
least thirty (30) consecutive days;

THEN (i) upon the occurrence of any Event of Default described in subsection
8.6, 8.7 or 8.11(ii), each of (a) the unpaid principal amount of and accrued
interest on the Loans, (b) an amount equal to the maximum amount that may at any
time be drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letter of Credit), and (c) all other Obligations
shall automatically become immediately due and payable, without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by Borrower, and the obligation of each Lender to make any
Loan, the obligation of Administrative Agent to issue any Letter of Credit and
the right of any Lender to issue any Letter of Credit hereunder shall thereupon
terminate, and (ii) upon the occurrence and during the continuation of any other
Event of Default, Administrative Agent shall, upon the written request or with
the written consent of Requisite Lenders, by written notice to Borrower, declare
all or any portion of the amounts described in clauses (a) through (c) above to
be, and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of Administrative
Agent to issue any Letter of Credit and the right of any Revolving Lender to
issue any Letter of Credit hereunder shall thereupon terminate; provided that
                                                                --------
the foregoing shall not affect in any way the obligations of Revolving Lenders
under subsection 3.3C(i).

          Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Collateral Account Agreement and shall be applied as therein
provided.

          Notwithstanding anything contained in the second preceding paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to
clause (ii) of such paragraph Borrower shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and

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all Events of Default and Potential Events of Default (other than non-payment of
the principal of and accrued interest on the Loans, in each case which is due
and payable solely by virtue of acceleration) shall be remedied or waived
pursuant to subsection 10.6, then Requisite Lenders, by written notice to
Borrower, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Borrower, and such provisions shall not at
any time be construed so as to grant Borrower the right to require Lenders to
rescind or annul any acceleration hereunder or to preclude Administrative Agent
or Lenders from exercising any of the rights or remedies available to them under
any of the Loan Documents, even if the conditions set forth in this paragraph
are met. Lenders hereby acknowledge that any foreclosure under this Agreement or
any other Loan Document of any Gaming Facility, any Persons owning, leasing,
operating or using such Gaming Facility or any gaming equipment or alcoholic
beverages may be subject to any prior approvals or exemptions required under any
applicable Gaming Laws or liquor laws.

Section 9. ADMINISTRATIVE AGENT

9.1  Appointment.
     -----------

     A. Appointment of Administrative Agent. CIBC is hereby appointed
Administrative Agent hereunder and under the other Loan Documents and each
Lender hereby authorizes Administrative Agent to act as its administrative agent
in accordance with the terms of this Agreement and the other Loan Documents.
Administrative Agent agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable. The provisions of this
Section 9 are solely for the benefit of Administrative Agent and Lenders and no
Loan Party shall have rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties under this Agreement,
Administrative Agent shall act solely as an administrative agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for Borrower or any of its
Subsidiaries.

     B. Appointment of Supplemental Collateral Agents. It is the purpose of this
Agreement and the other Loan Documents that there shall be no violation of any
law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the
other Loan Documents, and in particular in case of the enforcement of any of the
Loan Documents, or in case Administrative Agent deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the rights,
powers or remedies granted herein or in any of the other Loan Documents or take
any other action which may be desirable or necessary in connection therewith, it
may be necessary that Administrative Agent appoint (with notice to Borrower) an
additional individual or institution as a separate trustee, co-trustee,
collateral agent or collateral co-agent (any such additional individual or
institution being referred to herein individually as a "Supplemental Collateral
Agent" and collectively as "Supplemental Collateral Agents").

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          If Administrative Agent appoints a Supplemental Collateral Agent with
respect to any Collateral, (i) each and every right, power, privilege or duty
expressed or intended by this Agreement or any of the other Loan Documents to be
exercised by or vested in or conveyed to Administrative Agent with respect to
such Collateral shall be exercisable by and vest in such Supplemental Collateral
Agent to the extent, and only to the extent, necessary to enable such
Supplemental Collateral Agent to exercise such rights, powers and privileges
with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents
and necessary to the exercise or performance thereof by such Supplemental
Collateral Agent shall run to and be enforceable by either Administrative Agent
or such Supplemental Collateral Agent, and (ii) the provisions of this Section 9
and of subsections 10.2 and 10.3 that refer to Administrative Agent shall inure
to the benefit of such Supplemental Collateral Agent and all references therein
to Administrative Agent shall be deemed to be references to Administrative Agent
and/or such Supplemental Collateral Agent, as the context may require.

          Should any instrument in writing from Borrower or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, Borrower shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by Administrative Agent. In case any Supplemental Collateral Agent,
or a successor thereto, shall die, become incapable of acting, resign or be
removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

9.2  Powers and Duties; General Immunity.
     -----------------------------------

     A. Powers; Duties Specified. Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
such powers, rights and remedies hereunder and under the other Loan Documents as
are specifically delegated or granted to Administrative Agent by the terms
hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto. Administrative Agent shall have only those duties
and responsibilities that are expressly specified in this Agreement and the
other Loan Documents. Administrative Agent may exercise such powers, rights and
remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or any of the other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

     B. No Responsibility for Certain Matters. Administrative Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by Administrative Agent to Lenders or by
or on behalf

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of Borrower to Administrative Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of Borrower or any other Person liable for the
payment of any Obligations, nor shall Administrative Agent be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Loans or the use of the
Letters of Credit or as to the existence or possible existence of any Event of
Default or Potential Event of Default. Anything contained in this Agreement to
the contrary notwithstanding, Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans or the Letter of
Credit Usage or the component amounts thereof unless any such liability results
from the gross negligence or willful misconduct of Administrative Agent.

     C. Exculpatory Provisions. Neither Administrative Agent nor any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by Administrative Agent under or in connection with any
of the Loan Documents except to the extent caused by Administrative Agent's
gross negligence or willful misconduct. Administrative Agent shall be entitled
to refrain from any act or the taking of any action (including the failure to
take an action) in connection with this Agreement or any of the other Loan
Documents or from the exercise of any power, discretion or authority vested in
it hereunder or thereunder unless and until Administrative Agent shall have
received instructions in respect thereof from Requisite Lenders (or such other
Lenders as may be required to give such instructions under subsection 10.6) and,
upon receipt of such instructions from Requisite Lenders (or such other Lenders,
as the case may be), Administrative Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or
authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper Person or Persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Borrower and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against Administrative Agent as a result of Administrative
Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6).

     D. Administrative Agent Entitled to Act as Lender. The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, Administrative Agent in its individual
capacity as a Lender hereunder. With respect to its participation in the Loans
and the Letters of Credit, Administrative Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
"Lender" or "Lenders" or any similar term shall, unless the context clearly
otherwise indicates, include Administrative Agent in its individual capacity.
Administrative Agent and its Affiliates may accept deposits from, lend money to
acquire equity interests in and generally engage in any kind of commercial
banking, investment banking, trust, financial advisory or other business with
Borrower or any of its Affiliates as if it were not performing the duties
specified herein, and may

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accept fees and other consideration from Borrower for services in connection
with this Agreement and otherwise without having to account for the same to
Lenders.

9.3  Representations and Warranties; No Responsibility For Appraisal of
     ------------------------------------------------------------------
     Creditworthiness.
     ----------------

          Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Borrower and
its Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Borrower and its Subsidiaries.
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing basis, to make any such investigation or any such appraisal
on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter, and Administrative Agent
shall not have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

9.4  Right to Indemnity.
     ------------------

          Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Administrative Agent, Lead Arranger and their officers, directors,
employees, agents, attorneys, professional advisors and each of them, to the
extent that any such Person has not been reimbursed by Borrower, for and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements and
fees and disbursements of any financial advisor engaged by Administrative Agent)
or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against Administrative Agent or such other Person in
exercising its powers, rights and remedies or performing its duties of an
Administrative Agent or Lead Arranger hereunder or under the other Loan
Documents or otherwise in its capacity as Administrative Agent or Lead Arranger
in any way relating to or arising out of this Agreement or the other Loan
Documents; provided that no Lender shall be liable for any portion of such
           --------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from Administrative Agent's or Lead
Arranger's gross negligence or willful misconduct. If any indemnity furnished to
Administrative Agent or any other such Person for any purpose shall, in the
opinion of Administrative Agent, be insufficient or become impaired,
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

9.5  Successor Administrative Agent.
     ------------------------------

          Administrative Agent may resign at any time by giving 30 days' prior
written notice thereof to Lenders and Borrower, and Administrative Agent may be
removed at any time with or without cause by an instrument or concurrent
instruments in writing delivered to Borrower and Administrative Agent and signed
by Requisite Lenders. Upon any such notice of resignation or any such removal,
Requisite Lenders shall have the right, upon five Business Days' notice to
Borrower, to appoint a successor Administrative Agent. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor Administrative
Agent, that

                                      122



successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and the retiring or removed Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring or removed Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

9.6  Collateral Documents and Guaranties.
     -----------------------------------

          Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be the administrative agent for and representative of
Lenders under the Subsidiary Guaranty, and each Lender agrees to be bound by the
terms of each Collateral Document and the Subsidiary Guaranty; provided that
                                                               --------
Administrative Agent shall not (i) enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in any
Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral
(except as otherwise expressly permitted or required pursuant to the terms of
this Agreement or the applicable Collateral Document), in each case without the
prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6,
all Lenders); provided further, however, that, without further written consent
              -------- -------  -------
or authorization from Lenders, Administrative Agent may execute any documents or
instruments necessary to (a) release any Lien encumbering any item of Collateral
that is the subject of a sale or other disposition of assets permitted by this
Agreement or to which Requisite Lenders have otherwise consented or (b) release
any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital
Stock of such Subsidiary Guarantor is sold to any Person (other than an
Affiliate of Borrower) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders have otherwise consented. Anything
contained in any of the Loan Documents to the contrary notwithstanding,
Borrower, Administrative Agent and each Lender hereby agree that (X) no Lender
shall have any right individually to realize upon any of the Collateral under
any Collateral Document or to enforce the Subsidiary Guaranty, it being
understood and agreed that all powers, rights and remedies under the Collateral
Documents and the Subsidiary Guaranty may be exercised solely by Administrative
Agent for the benefit of Lenders in accordance with the terms thereof, and (Y)
in the event of a foreclosure by Administrative Agent on any of the Collateral
pursuant to a public or private sale, Administrative Agent or any Lender may be
the purchaser of any or all of such Collateral at any such sale and
Administrative Agent, as administrative agent for and representative of Lenders
(but not any Lender or Lenders in its or their respective individual capacities
unless Requisite Lenders shall otherwise agree in writing) shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such public sale, to
use and apply any of the Obligations as a credit on account of the purchase
price for any Collateral payable by Administrative Agent at such sale.

9.7  Co-Syndication Agent and Co-Documentation Agent.
     -----------------------------------------------

          Neither Co-Syndication Agents, Co-Documentation Agents nor any
co-agent shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, neither Co-

                                      123



Syndication Agents, Co-Documentation Agents nor any co-agent shall have or be
deemed to have any fiduciary relationship with any other Lender. Each such
Lender acknowledges that it has not relied, and will not rely, on Co-Syndication
Agent, Co-Documentation Agents nor any co-agent in deciding to enter into this
Agreement or in taking or not taking action hereunder.

9.8  Administrative Agent May File Proofs of Claim.
     ---------------------------------------------

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to Borrower or any of the Subsidiaries of Borrower,
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether Administrative Agent shall have made any demand on
Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise

          (i) to file and prove a claim for the whole amount of principal and
     interest owing and unpaid in respect of the Loans and any other Obligations
     that are owing and unpaid and to file such other papers or documents as may
     be necessary or advisable in order to have the claims of Lenders,
     Administrative Agent and Lead Arranger (including any claim for the
     reasonable compensation, expenses, disbursements and advances of Lenders,
     Administrative Agent and Lead Arranger and their agents and counsel and all
     other amounts due Lenders, Administrative Agent and Lead Arranger under
     subsections 2.3 and 10.2) allowed in such judicial proceeding;

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same; and

          (iii) any custodian, receiver, assignee, trustee, liquidator,
     sequestrator or other similar official in any such judicial proceeding is
     hereby authorized by each Lender to make such payments to Administrative
     Agent and, if Administrative Agent shall consent to the making of such
     payments directly to Lenders, to pay to Administrative Agent any amount due
     for the reasonable compensation, expenses, disbursements and advances of
     Administrative Agent and its agents and counsel, and any other amounts due
     Administrative Agent under subsections 2.3 and 10.2.

Nothing herein contained shall be deemed to authorize Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lenders or to authorize Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

Section 10. MISCELLANEOUS

10.1 Assignments and Participations in Loans and Letters of Credit.
     -------------------------------------------------------------

     A. General. Subject to subsections 10.1B and 10.1C, each Lender shall have
the right at any time to (i) sell, assign or transfer to any Eligible Assignee,
or (ii) sell participations to any Person in, all or any part of its Commitments
or any Loan or Loans made by it or its Letters of Credit or participations
therein or any other interest herein or in any other Obligations owed to it;
provided that no such sale, assignment, transfer or participation shall, without
- --------
the

                                      124



consent of Borrower, require Borrower to file a registration statement with the
Securities and Exchange Commission or apply to qualify such sale, assignment,
transfer or participation under the securities laws of any state; provided,
                                                                  --------
further, that no such sale, assignment, or transfer described in clause (i)
- -------
above shall be effective unless and until an Assignment Agreement effecting such
sale, assignment or transfer shall have been accepted by Administrative Agent
and recorded in the Register as provided in subsection 10.1B(ii); and provided
                                                                      --------
further that no such sale, assignment, transfer or participation of any Letter
- -------
of Credit or any Revolving Loan or any participation therein may be made
separately from a sale, assignment, transfer or participation of a corresponding
interest in the Revolving Loan Commitment of the Lender effecting such sale,
assignment, transfer or participation. Except as otherwise provided in this
subsection 10.1, no Lender shall, as between Borrower and such Lender, be
relieved of any of its obligations hereunder as a result of any sale, assignment
or transfer of, or any granting of participations in, all or any part of its
Commitments or the Loans, the Letters of Credit or participations therein, or
the other Obligations owed to such Lender. Such Lender shall remain solely
responsible for the performance of such Obligations, and Borrower shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.

     B. Assignments.

          (i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter of
              --------------------------------
     Credit or participation therein, or other Obligation may (a) be assigned in
     any amount to another Lender, or to an Affiliate or Approved Fund
     affiliated with the assigning Lender or another Lender, with the giving of
     notice to Borrower and the consent of Administrative Agent (which consent
     shall not be unreasonably withheld or delayed), or (b) be assigned in an
     aggregate amount of not less than $1,000,000 (or such lesser amount as
     shall constitute the aggregate amount of the Commitments, Loans, Letters of
     Credit and participations therein, and other Obligations of the assigning
     Lender) to any other Eligible Assignee with the prior written consent of
     Administrative Agent and, so long as no Potential Event of Default or Event
     of Default has occurred and is continuing, with the prior written consent
     of Borrower (which consent of Borrower, if required, and Administrative
     Agent shall not be unreasonably withheld or delayed). To the extent of any
     such assignment in accordance with either clause (a) or (b) above, the
     assigning Lender shall be relieved of its obligations with respect to its
     Commitments, Loans, Letters of Credit or participations therein, or other
     Obligations or the portion thereof so assigned. The parties to each such
     assignment shall execute and deliver to Administrative Agent, for its
     acceptance and recording in the Register, an Assignment Agreement, together
     with a processing fee of $3,500 and such forms (including an administrative
     questionnaire if the Eligible Assignee is not a Lender), certificates or
     other evidence, if any, with respect to United States federal income tax
     withholding matters as the assignee under such Assignment Agreement may be
     required to deliver to Administrative Agent pursuant to subsection
     2.7B(iii)(a). Upon such execution, delivery, acceptance and recordation,
     from and after the effective date specified in such Assignment Agreement,
     (y) the assignee thereunder shall be a party hereto and, to the extent that
     rights and obligations hereunder have been assigned to it pursuant to such
     Assignment Agreement, shall have the rights and obligations of a Lender
     hereunder, and (z) the assigning Lender thereunder shall, to the extent
     that rights and obligations hereunder have been assigned by it pursuant to
     such Assignment Agreement, relinquish

                                      125



     its rights (other than any rights which survive the termination of this
     Agreement under subsection 10.9B) and be released from its obligations
     under this Agreement (and, in the case of an Assignment Agreement covering
     all or the remaining portion of an assigning Lender's rights and
     obligations under this Agreement, such Lender shall cease to be a party
     hereto; provided that, anything contained in any of the Loan Documents to
             --------
     the contrary notwithstanding, if such Lender is the Issuing Lender with
     respect to any outstanding Letters of Credit such Lender shall continue to
     have all rights and obligations of an Issuing Lender with respect to such
     Letters of Credit until the cancellation or expiration of such Letters of
     Credit and the reimbursement of any amounts drawn thereunder). The
     Commitments hereunder shall be modified to reflect the Commitment of such
     assignee and any remaining Commitment of such assigning Lender and, if any
     such assignment occurs after the issuance of any Notes hereunder, the
     assigning Lender shall, upon the effectiveness of such assignment or as
     promptly thereafter as practicable, surrender its applicable Notes, if any,
     to Administrative Agent for cancellation, and thereupon, if so requested by
     the assignee in accordance with subsection 2.10, new Notes shall be issued
     to the assignee and to the assigning Lender, substantially in the form of
     Exhibit IV or Exhibit V annexed hereto, as the case may be, with
     ----------    ---------
     appropriate insertions, to reflect the new Commitments and/or outstanding
     Term Loans, as the case may be, of the assignee and the assigning Lender.
     Any assignment or transfer by a Lender of rights or obligations under this
     Agreement that does not comply with this subsection 10.1B shall be treated
     for purposes of this Agreement as a sale by such Lender of a participation
     in such rights and obligations in accordance with subsection 10.1C.

          (ii) Acceptance by Administrative Agent; Recordation in Register. Upon
               -----------------------------------------------------------
     its receipt of an Assignment Agreement executed by an assigning Lender and
     an assignee representing that it is an Eligible Assignee, together with the
     processing fee referred to in subsection 10.1B(i) and any forms,
     certificates or other evidence with respect to United States federal income
     tax withholding matters that such assignee may be required to deliver to
     Administrative Agent pursuant to subsection 2.7B(iii)(a), Administrative
     Agent shall, if Administrative Agent (and, if necessary, Borrower) have
     consented to the assignment evidenced thereby (in each case to the extent
     such consent is required pursuant to subsection 10.1B(i)), (a) accept such
     Assignment Agreement by executing a counterpart thereof as provided therein
     (which acceptance shall evidence any required consent of Administrative
     Agent to such assignment), (b) record the information contained therein in
     the Register, and (c) give prompt notice thereof to Borrower.
     Administrative Agent shall maintain a copy of each Assignment Agreement
     delivered to and accepted by it as provided in this subsection 10.1B(ii).

     C. Participations. Any Lender may, without the consent of, or notice to,
Borrower or Administrative Agent, sell participations to one or more banks or
other entities (a "Participant") in all or a portion of such Lender's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender's
                                          --------
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, and (iii) Borrower, Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a

                                      126



participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
                                 --------
provide that such Lender will not, without the consent of such Participant,
agree to any amendment, modification or waiver that affects such Participant if
such amendment, modification or waiver requires the unanimous written consent of
all Lenders pursuant to subsection 10.6. Subject to subsection 10.1D, Borrower
agrees that each Participant shall be entitled to the benefits of subsections
2.6D, 2.7, and 3.6 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to this subsection 10.1C; provided, however,
                                                              --------  -------
that in no event shall Borrower be obligated to make any payment with respect to
such subsections which is greater than the amount that Borrower would have paid
to the Lender had no such participation been sold, unless the sale of the
participation to such Participant is made with Borrower's prior written consent.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of subsection 10.4 as though it were a Lender, provided such
Participant agrees to be subject to subsection 10.5 as though it were a Lender
if any amounts outstanding under this Agreement are due and unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default. Each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement.

A Participant shall not be entitled to receive any greater payment under
subsections 2.6D, 2.7 and 3.6 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with Borrower's
prior written consent. A Participant that would be a Non-US Lender if it were a
Lender shall not be entitled to the benefits of subsection 2.7 unless Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of Borrower, to comply with subsection 2.7B(iii) as
though it were a Lender.

     D.   Pledges and Assignments.

          (i) Any Lender may at any time pledge or assign a security interest in
     all or any portion of its Loans, and the other Obligations owed to such
     Lender, to secure obligations of such Lender, including, without
     limitation, any pledge or assignment to secure obligations to any Federal
     Reserve Bank as collateral security pursuant to Regulation A of the Board
     of Governors of the Federal Reserve System and any operating circular
     issued by such Federal Reserve Bank and; provided that (a) no Lender shall,
                                              --------
     as between Borrower and such Lender, be relieved of any of its obligations
     hereunder as a result of any such assignment or pledge, and (b) in no event
     shall any assignee or pledgee be considered to be a "Lender" or be entitled
     to require the assigning Lender to take or omit to take any action
     hereunder.

          (ii) Any Lender that is an Approved Fund may pledge its Notes (and
     corresponding Loans) to its trustee for the benefit of its investors,
     provided that any foreclosure or similar action by such trustee or other
     representative shall be subject to the provisions of subsection 10.1B
     concerning assignments (including, without limitation, any required
     consents); and provided further, that no Lender shall, as between Borrower

                                      127



     and such Lender, be relieved of any of its obligations hereunder as a
     result of any such pledge.

     E. Information. Each Lender may furnish any information concerning Borrower
and its Subsidiaries in the possession of that Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject to subsection 10.19.

     F. Representations of Lenders. Each Lender listed on the signature pages
hereof hereby represents and warrants (i) that it is an Eligible Assignee
described in clause (A) of the definition thereof; (ii) that it has experience
and expertise in the making or purchasing of loans such as the Loans; and (iii)
that it will make or purchase its Loans for its own account in the ordinary
course of its business and without a view to distribution of such Loans within
the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control). Each Lender that becomes a party
hereto pursuant to an Assignment Agreement shall be deemed to agree that the
representations and warranties of such Lender contained in Section 2(c) of such
Assignment Agreement are incorporated herein by this reference.

10.2 Expenses.
     --------

          Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to pay promptly (i) all the actual and reasonable
costs and expenses of Administrative Agent in connection with the preparation
and execution of the Loan Documents and any consents, amendments, waivers or
other modifications thereto; (ii) all the costs of furnishing all opinions by
counsel for Borrower (including any opinions requested by Lenders as to any
legal matters arising hereunder) and of Borrower's performance of and compliance
with all agreements and conditions on its part to be performed or complied with
under this Agreement and the other Loan Documents including with respect to
confirming compliance with environmental, insurance and solvency requirements;
(iii) the reasonable fees, expenses and disbursements of counsel to
Administrative Agent (including allocated costs of internal counsel) in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and any other documents or matters requested by Borrower; (iv) all the
actual costs and reasonable expenses of creating and perfecting Liens in favor
of Administrative Agent on behalf of Lenders pursuant to any Collateral
Document, including filing and recording fees, expenses and taxes, stamp or
documentary taxes, search fees, title insurance premiums, and reasonable fees,
expenses and disbursements of counsel to Administrative Agent and of counsel
providing any opinions that Administrative Agent or Requisite Lenders may
request in respect of the Collateral Documents or the Liens created pursuant
thereto; (v) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any auditors, accountants or
appraisers and any environmental or other consultants, advisors and agents
employed or retained by Administrative Agent or its counsel) of obtaining and
reviewing any environmental audits or reports provided for under this Agreement;
(vi) the custody or preservation of any of the Collateral; (vii) all other
actual and reasonable costs and expenses incurred by Administrative Agent in
connection with the syndication of the Commitments and the negotiation,
preparation and execution of the Loan Documents and any consents, amendments,
waivers or other

                                      128



modifications thereto and the transactions contemplated thereby; and (viii)
after the occurrence and during the continuation of an Event of Default and an
acceleration of the Obligations, all costs and expenses, including reasonable
attorneys' fees (including allocated costs of internal counsel) and costs of
settlement, incurred by Administrative Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Loan Party hereunder
or under the other Loan Documents by reason of such acceleration (including in
connection with the sale of, collection from, or other realization upon any of
the Collateral or the enforcement of the Loan Documents) or in connection with
any refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings; provided that Borrower shall not be responsible for
                        --------
expenses relating to assignments between Lenders made pursuant to subsection
10.1.

10.3 Indemnity.
     ---------

          In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Administrative Agent, Co-Syndication Agents,
Co-Documentation Agents, Lead Arranger and Lenders, and the officers, directors,
employees, counsel, agents, representatives, advisors and Affiliates of
Administrative Agent, Co-Syndication Agents, Co-Documentation Agents, Lead
Arranger and Lenders (collectively called the "Indemnitees"), from and against
any and all Indemnified Liabilities (as hereinafter defined); provided that
                                                              --------
Borrower shall not have any obligation to any Indemnitee hereunder with respect
to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
from the gross negligence or willful misconduct of that Indemnitee as determined
by a final judgment of a court of competent jurisdiction.

          As used herein, "Indemnified Liabilities" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct or indirect
and whether based on any federal, state or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or
regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against
any such Indemnitee, in any manner relating to or arising out of (i) this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby (including Lenders' agreement to make the Loans hereunder or the use or
intended use of the proceeds thereof or the issuance of Letters of Credit
hereunder or the use or intended use of any thereof, or any enforcement of any
of the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Subsidiary
Guaranty), (ii) the statements contained in the commitment letter delivered by
any Lender to Borrower or Administrative Agent or Lead Arranger with respect
thereto, or (iii) any

                                      129



Environmental Claim or any Hazardous Materials Activity relating to or arising
from, directly or indirectly, any past or present activity, operation, land
ownership, or practice of Borrower or any of its Subsidiaries.

          To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 10.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Borrower shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

10.4 Set-Off; Security Interest in Deposit Accounts.
     ----------------------------------------------

          In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence and
during the continuance of any Event of Default each Lender is hereby authorized
by Borrower at any time or from time to time, without prior notice to Borrower
or to any other Person, any such notice being hereby expressly waived, to set
off and to appropriate and to apply any and all deposits or other amounts held
by any Lender for the credit or account of Borrower (general or special, time or
demand, provisional or final, including Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and
any other Indebtedness at any time held or owing by that Lender or any Affiliate
of such Lender to or for the credit or the account of Borrower and each other
Loan Party against and on account of the obligations and liabilities of Borrower
and each other Loan Party to that Lender (or any Affiliate of such Lender) or to
any other Lender (or any Affiliate of any other Lender) under this Agreement,
the Letters of Credit and participations therein and the other Loan Documents,
including all claims of any nature or description arising out of or connected
with this Agreement, the Letters of Credit and participations therein or any
other Loan Document, irrespective of whether or not (i) that Lender shall have
made any demand hereunder or (ii) the principal of or the interest on the Loans
or any amounts in respect of the Letters of Credit or any other amounts due
hereunder or under any of the other Loan Documents shall have become due and
payable pursuant to Section 8 and although said obligations and liabilities, or
any of them, may be contingent or unmatured. Borrower hereby further grants to
Administrative Agent and each Lender a security interest in all deposits and
accounts maintained with Administrative Agent or such Lender as security for the
Obligations.

10.5 Ratable Sharing.
     ---------------

          Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "Aggregate
Amounts Due" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender,

                                      130



then the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase participations (which it shall
be deemed to have purchased from each seller of a participation simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them hereunder; provided that if all or part of such
                               --------
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Borrower or
otherwise (whether by litigation, demand, settlement or otherwise), those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Borrower expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Borrower to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

10.6 Amendments and Waivers.
     ----------------------

          No amendment, modification, termination or waiver of any provision of
this Agreement or of the Notes or of any of the other Loan Documents, and no
consent to any departure by Borrower or any other Loan Party herefrom or
therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders; unless otherwise provided elsewhere in this Agreement;
provided that in addition:

          (a) any such amendment, modification, termination, waiver or consent
that:

          (i) postpones the date or reduces the amount of any scheduled payment
(but not any prepayment) of principal of any of the Loans or of any scheduled
payment of any reimbursement for any drawings under the Letters of Credit;

          (ii) postpones the date on which any interest or any fees are payable
or reduces the amount of any interest or any fees payable hereunder;

          (iii) changes in any manner the definition of "Pro Rata Share" or the
definition of "Requisite Lenders";

          (iv) changes in any manner any provision of this Agreement that, by
its terms, expressly requires the approval or concurrence of all Lenders;

          (v) releases any Lien granted in favor of Administrative Agent with
respect to all or substantially all of the Collateral;

          (vi) releases all or substantially all of the Subsidiary Guarantors
from their obligations under the Subsidiary Guaranty, in each case other than in
accordance with the terms of the Loan Documents;

                                      131



          (vii) changes in any manner the provisions contained in subsection 8.1
or this subsection 10.6; or

          (viii) increases the maximum duration of Interest Periods permitted
hereunder.

          shall be effective only if evidenced by the written concurrence of all
Lenders.

          In addition,

          (b) no amendment, modification, termination or waiver of any provision
of any Note shall be effective without the written concurrence of the Lender
that is the holder of that Note;

          (c) no amendment, modification, termination or waiver of any provision
of subsection 2.1A(i)-2.1A(ii) or of any other provision of this Agreement
relating to the Term Loan Commitments or the Revolving Loan Commitments shall
increase the Commitments of any Lender over the amount thereof then in effect
without the consent of Requisite Lenders and such Lender (it being understood
that amendments, modifications or waivers of conditions precedent,
representations and warranties, covenants or Events of Default or of a mandatory
reduction in the Commitments shall not constitute an increase of the Commitment
of any Lender, and that an increase in the available portion of any Commitment
of any Lender shall not constitute an increase in the Commitment of such
Lender); and

          (d) no amendment, modification, termination or waiver of any provision
of Section 9 or of any other provision of this Agreement that, by its terms,
expressly requires the approval or concurrence of Administrative Agent shall be
effective without the written concurrence of Administrative Agent.

          Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No
notice to or demand on Borrower in any case shall entitle Borrower to any other
or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
subsection 10.6 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by Borrower, on Borrower.

10.7 Independence of Covenants.
     -------------------------

          All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

                                      132



10.8 Notices; Effectiveness of Signatures.
     ------------------------------------

     A. Notices. Unless otherwise specifically provided herein, any notice or
        -------
other communication herein required or permitted to be given shall be in writing
and may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile, or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed; provided that notices to Administrative Agent shall not be effective
           --------
until received. For the purposes hereof, the address of each party hereto shall
be as set forth under such party's name on the signature pages hereof or (i) as
to Borrower and Administrative Agent, such other address as shall be designated
by such Person in a written notice delivered to the other parties hereto and
(ii) as to each other party, such other address as shall be designated by such
party in a written notice delivered to Administrative Agent. Electronic mail may
be used to distribute routine communications, such as financial statements and
other information; provided, however, that no signature with respect to any
                   --------  -------
notice, request, agreement, waiver, amendment or other document or any notice
that is intended to have binding effect may be sent by electronic mail, other
than in the Adobe Portable Document Format.

     B. Effectiveness of Signatures. Loan Documents and notices under the Loan
        ---------------------------
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable law, have the
same force and effect as an original copy with manual signatures and shall be
binding on all Loan Parties, Administrative Agent, Lead Arranger and Lenders.
Administrative Agent may also require that any such documents and signature be
confirmed by a manually-signed copy thereof; provided, however, that the failure
                                             --------  -------
to request or deliver any such manually-signed copy shall not affect the
effectiveness of any facsimile document or signature.

10.9 Survival of Representations, Warranties and Agreements.
     ------------------------------------------------------

     A. All representations, warranties and agreements made herein shall survive
the execution and delivery of this Agreement and the making of the Loans and the
issuance of the Letters of Credit hereunder.

     B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Borrower set forth in subsections 2.6D, 2.7, 3.5A,
3.6, 10.2, 10.3, 10.4, 10.17, and 10.18 and the agreements of Lenders set forth
in subsections 9.2C, 9.3, 9.4, 10.5 and 10.18 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit and the
reimbursement of any amounts drawn thereunder, and the termination or expiration
of this Agreement.

10.10 Failure or Indulgence Not Waiver; Remedies Cumulative.
      -----------------------------------------------------

          No failure or delay on the part of Administrative Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other
Loan Document shall impair such power, right or privilege or be construed to be
a waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and

                                      133



remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

10.11 Marshalling; Payments Set Aside.
      -------------------------------

          Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Borrower or any other party or
against or in payment of any or all of the Obligations. To the extent that
Borrower makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Administrative Agent or
Lenders enforce any security interests or exercise their rights of setoff, and
such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause (whether by litigation, demand, settlement or
otherwise), then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

10.12 Severability.
      ------------

          In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

10.13 Obligations Several; Independent Nature of Lenders' Rights.
      ----------------------------------------------------------

          The obligations of Lenders hereunder are several and no Lender shall
be responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders or
Lenders and Borrower as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

10.14 Headings.
      --------

          Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

10.15 Applicable Law.
      --------------

          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED

                                      134



AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

10.16 Successors and Assigns.
      ----------------------

          The provisions of this Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to subsection
10.1). Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by Borrower without such consent shall be null
and void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, Affiliates of Administrative Agent and Affiliates of
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

10.17 Consent to Jurisdiction and Service of Process.
      ----------------------------------------------

          ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

          (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE
     JURISDICTION AND VENUE OF SUCH COURTS;

          (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

          (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY
     SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
     REQUESTED, TO BORROWER AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
     SUBSECTION 10.8;

          (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
     SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH
     PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
     BINDING SERVICE IN EVERY RESPECT;

          (V) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
     MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN THE
     COURTS OF ANY OTHER JURISDICTION; AND

                                      135



          (VI) AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO
     JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST
     EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
     OTHERWISE.

10.18 Waiver of Jury Trial.
      --------------------

          EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

10.19 Confidentiality.
      ---------------

          Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement that has been identified in writing as
confidential by Borrower in accordance with such Lender's customary procedures
for handling confidential information of this nature and in accordance with safe
and sound commercial lending practices, it being understood and agreed by
Borrower that in any event a Lender may make disclosures (a) to its Affiliates
and to its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any Government Authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this subsection 10.19, to (i) any Eligible Assignee of or Participant
in, or any

                                      136



prospective Eligible Assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of Borrower, (g) with the consent of
Borrower, (h) to the extent such information (i) becomes publicly available
other than as a result of a breach of this subsection 10.19, or (ii) becomes
available to Administrative Agent or any Lender on a nonconfidential basis from
a source other than Borrower, or (i) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized
rating agency that requires access to information about a Lender's or its
Affiliates' investment portfolio in connection with ratings issued with respect
to such Lender or its Affiliates and that no written or oral communications from
counsel to an Agent and no information that is or is designated as privileged or
as attorney work product may be disclosed to any Person unless such Person is a
Lender or a participant hereunder; provided that, unless specifically prohibited
                                   --------
by applicable law, regulation or court order, each Lender shall notify Borrower
of any request by any Government Authority or representative thereof (other than
any such request in connection with any examination of the financial condition
of such Lender by such Government Authority) for disclosure of any such
non-public information prior to disclosure of such information; and provided,
                                                                    --------
further, that in no event shall any Lender be obligated or required to return
- -------
any materials furnished by Borrower or any of its Subsidiaries. Notwithstanding
anything contained herein to the contrary, Borrower understands and agrees that
Administrative Agent and the institution identified as "Lead Arranger" on the
title page to this Agreement may make customary disclosures for advertising and
"league table" purposes.

10.20 Lead Arranger, Co-Documentation Agent, and Co-Syndication Agent.
      ---------------------------------------------------------------

          None of the institutions identified as "Lead Arranger,"
"Co-Documentation Agent" or "Co-Syndication Agent" on the title page to this
Agreement shall have any obligations, liabilities or duties under this Agreement
other than those applicable to a Lender (but only if such institution is a
Lender) as such, and no such institution shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any such institution in deciding to enter into
this Agreement or in taking or not taking any action hereunder.

10.21 Counterparts; Effectiveness.
      ---------------------------

          This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by Borrower and
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.

                                      137



10.22 Gaming Laws.
      -----------

     A. This Agreement and the other Loan Documents are subject to the Gaming
Laws and laws involving the sale, distribution and possession of alcoholic
beverages (the "Liquor Laws"). Without limiting the foregoing, each of the
Administrative Agent, Lead Arranger, Syndication Agent, Co-Documentation Agents,
Lender and Participant acknowledges that (i) it is subject to being called
forward by the Gaming Authority or Government Authority enforcing the Liquor
Laws (the "Liquor Authorities"), in their discretion, for licensing or a finding
of suitability or to file or provide other information, and (ii) all rights,
remedies and powers under this Agreement and the other Loan Documents, including
with respect to the entry into and ownership and operation of the Facilities,
and the possession or control of gaming equipment, alcoholic beverages or a
gaming or liquor license, may be exercised only to the extent that the exercise
thereof does not violate any applicable provisions of the Gaming Laws and Liquor
Laws and only to the extent that required approvals (including prior approvals)
are obtained from the requisite Government Authorities.

     B. Each of the Administrative Agent, Lead Arranger, Co-Syndication Agents
and Co-Documentation Agents and Lenders agrees to cooperate with the Gaming
Authority (or be subject to the provisions of subsection 2.8) in connection with
the provision of such documents or other information as may be requested by such
Gaming Authority or Liquor Authorities relating to the Borrower and its
Subsidiaries or to the Loan Documents.

                  [Remainder of page intentionally left blank]

                                      138



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

          BORROWER:

                    ISLE OF CAPRI CASINOS, INC.


                    By:
                        ---------------------------------------
                        Allan B. Solomon
                        Executive Vice President

                    Notice Address:

                         1641 Popps Ferry Road
                         Suite B-1
                         Biloxi, Mississippi 39532
                         Facsimile: (228) 396-2634
                         Attention: Rexford A. Yeisley

                                      S-1



          LENDERS:

                    CANADIAN IMPERIAL BANK OF COMMERCE, as
                    Administrative Agent


                    By:
                        ---------------------------------------
                        Dean J. Decker
                        Managing Director
                        CIBC World Markets Corp., AS AGENT

                    Notice Address:

                    CANADIAN IMPERIAL BANK OF COMMERCE
                    425 Lexington Avenue
                    New York, New York  10017
                    Attn.: Agency Services Dept.
                    Facsimile No.: (212) 856-3763

                    With a Copy to:

                    CIBC WORLD MARKETS CORP.
                    10880 Wilshire Boulevard, 17th Floor
                    Los Angeles, California  90024
                    Facsimile No.: (310) 446-3610

                                      S-2



                    CIBC INC., as Lender


                    By:
                        ---------------------------------------
                        Dean J. Decker
                        Managing Director
                        CIBC World Markets Corp., AS AGENT

                    Notice Address:

                    CANADIAN IMPERIAL BANK OF COMMERCE
                    425 Lexington Avenue
                    New York, New York  10017
                    Attn.: Agency Services Dept.
                    Facsimile No.: (212) 856-3763

                    With a Copy to:

                    CIBC WORLD MARKETS CORP.
                    10880 Wilshire Boulevard, 17th Floor
                    Los Angeles, California  90024
                    Facsimile No.: (310) 446-3610

                                      S-3



                                                               ,
                    -------------------------------------------
                    as a Lender under the Existing Credit Agreement


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

                                      S-4



                    DRESDNER BANK AG, NEW YORK AND GRAND
                    CAYMAN BRANCHES, as Co-Syndication Agent and a
                    Lender


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


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

                                      S-5



                    DEUTSCHE BANK TRUST COMPANY AMERICAS,
                    as Co-Syndication Agent and a Lender


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

                                      S-6



                    CREDIT LYONNAIS LOS ANGELES BRANCH, as
                    Co-Documentation Agent and a Lender


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

                                      S-7



                    WELLS FARGO BANK, N.A., as Co-Documentation
                    Agent and a Lender


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

                                      S-8



                    THE CIT GROUP/EQUIPMENT FINANCING, INC.,
                    as Co-Documentation Agent and a Lender


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

                                      S-9

EX-11.1

                                                                    EXHIBIT 11.1

              EXHIBIT 11.1-STATEMENT RE: COMPUTATION OF HISTORICAL
                               PER SHARE EARNINGS



                                                                                    Fiscal Year Ended
                                                               ---------------------------------------------------------
                                                               April 27,   April 26,   April 25,   April 30,   April 29,
                                                                 1997        1998        1999        2000        2001
                                                               ---------   ---------   ---------   ---------   ---------
                                                                      (dollars in millions, except per share data)
                                                                                                  
Numerator:
Income (loss) before extraordinary item ....................    $ (8.8)      $ 7.5      $ 12.1      $ 32.1       $25.1
Extraordinary loss, net ....................................     (12.3)         --       (36.3)       (1.0)         --
                                                                ------       -----      ------      ------       -----
Net income(loss) ...........................................     (21.1)        7.5       (24.2)       31.1        25.1
Numerator for basic earnings (loss) per share - income
(loss) available to common stockholders ....................     (21.1)        7.5       (24.2)       31.1        25.1
Effect of diluted securities ...............................        --          --          --          --          --
                                                                ------       -----      ------      ------       -----
Numerator for diluted earnings (loss) per share-
income (loss) available to common stockholders after
   assumed conversions .....................................    $(21.1)      $ 7.5      $(24.2)     $ 31.1       $25.1
                                                                ======       =====      ======      ======       =====

Denominator:
Denominator for basic earnings (loss) per share -
weighted - average shares ..................................      22.5        23.5        23.6        26.3        29.9
Effect of dilutive securities
Employees stock options and warrants .......................        --          --         0.3         1.6         1.6
                                                                ------       -----      ------      ------       -----
Dilutive potential common shares ...........................        --          --         0.3         1.6         1.6
                                                                ------       -----      ------      ------       -----
Denominator for diluted earnings (loss) per share -
adjusted weighted - average shares and assumed conversions .      22.5        23.5        23.9        27.9        31.5

Basic earnings (loss) per share
Income (loss) before extraordinary item ....................    $(0.39)      $0.32      $ 0.51      $ 1.22       $0.84
Extraordinary loss, net ....................................     (0.55)         --       (1.54)      (0.04)         --
                                                                ------       -----      ------      ------       -----
Net income (loss) ..........................................    $(0.94)      $0.32      $(1.03)     $ 1.18       $0.84
                                                                ======       =====      ======      ======       =====

Diluted earnings (loss) per share
Income (loss) before extraordinary item ....................    $(0.39)      $0.32      $ 0.51      $ 1.15       $0.80
Extraordinary loss, net ....................................     (0.55)         --       (1.52)      (0.04)         --
                                                                ------       -----      ------      ------       -----
Net income (loss) ..........................................    $(0.94)      $0.32      $(1.01)     $ 1.11       $0.80
                                                                ======       =====      ======      ======       =====

EX-12.1

                                                                    EXHIBIT 12.1

             EXHIBIT 12.1--STATEMENT RE: COMPUTATION OF HISTORICAL
                       RATIO OF EARNINGS TO FIXED CHARGES



                                                               Fiscal Year Ended
                                           ---------------------------------------------------------
                                           April 27,   April 26,   April 25,   April 30,   April 29,
                                             1997        1998        1999        2000        2001
                                           ---------------------------------------------------------
                                                            (dollars in millions)
                                                                             
Consolidated pretax income from
   continuing operations ................   $(10.4)      $15.0       $23.9       $ 57.5     $ 45.6

Less equity income (loss) of
   unconsolidated joint venture .........     (0.2)         --        (1.3)         0.3       (0.2)
Interest ................................     40.3        54.3        55.8         62.8      102.7
Less capitalized interest ...............       --         2.7         7.2          2.4        3.8
Interest portion of rental expense ......      1.6         1.4         2.8          5.7        9.8
                                            ------------------------------------------------------
   Earnings .............................   $ 31.7       $68.0       $76.6       $123.3     $154.5
                                            ======================================================

Interest ................................   $ 40.3       $54.3       $55.8       $ 62.8     $102.7
Interest portion of rental expense ......      1.6         1.4         2.8          5.7        9.8
                                            ------------------------------------------------------
   Fixed charges ........................   $ 41.9       $55.7       $58.6       $ 68.5     $112.5
                                            ------------------------------------------------------

Ratio of earnings to fixed charges ......       --         1.2x        1.3x         1.8x       1.4x
                                            ======================================================


For purpose of determining the ratio of earnings to fixed charges, earnings
consist of earnings before provision for income taxes and extraordinary item
plus fixed charges, excluding capitalized interest. Fixed charges consist of
interest on indebtedness, including capitalized interest, plus that portion of
rental expense that is considered to be interest. This ratio does not include
earnings and fixed charges of unconsolidated joint ventures. Earnings were
inadequate to cover fixed charges by $10.2 million for fiscal 1997.

EX-21.1

                                                                    Exhibit 21.1

SUBSIDIARIES OF ISLE OF CAPRI CASINOS, INC.

WHOLLY-OWNED SUBSIDIARIES

ASMI Management, Inc.
Capri Air, Inc.
Casino America of Colorado, Inc.
Casino America, Inc.
CSNO, L.L.C.
Gemini, Inc.
Grand Palais Riverboat, Inc.
ICC Corp. f/k/a Isle of Capri Corporation
International Marco Polo Services, Inc.
IOC - Boonville, Inc. f/k/a Davis Gaming - Boonville, Inc.
IOC - Coahoma, Inc.
IOC - Davenport
IOC Development Company, LLC
IOC - Kansas City, Inc.
IOC - Lula, Inc. f/k/a Magnolia Lady, Inc.
IOC - Natchez, Inc. f/k/a Lady Luck Mississippi, Inc.
IOC - St. Louis County, Inc. f/k/a IOC - Missouri, Inc.
IOC HOLDINGS, L.L.C.
IOC, L.L.C.
Isle of Capri Bettendorf, L.C.
Isle of Capri Casino - Tunica, Inc.
Isle of Capri Casino Colorado, Inc.
Isle of Capri Marquette, Inc.
Isle of Capri of Michigan LLC
LL Holding Corporation
Lady Luck Bettendorf Marina Corp.
Lady Luck Biloxi, Inc.
Lady Luck Central City, Inc.
Lady Luck Gaming Corp.
Lady Luck Gulfport, Inc.
Lady Luck Vicksburg, Inc.
Louisiana Riverboat Gaming Partnership
LRGP Holdings, L.L.C.
Pompano Park Holdings, L.L.C.
PPI, Inc.
Riverboat Corporation of Mississippi
Riverboat Corporation of Mississippi - Vicksburg
Riverboat Services, Inc.
St. Charles Gaming Co., Inc.
Water Street Redevelopment Corporation



PARTIALLY OWNED SUBSIDIARIES

Casino Parking, Inc.
IOC - Black Hawk Distribution Company, LLC
Isle of Capri Black Hawk Capital Corp.
Isle of Capri Black Hawk, L.L.C.
Isle of Capri of Jefferson County, Inc. f/k/a Lady Luck
Kimmswick, Inc.
Lady Luck Scott City, Inc.
Louisiana Horizons, L.L.C.

EX-23.1

                                                                    Exhibit 23.1






                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) of Isle of Capri Casinos, Inc. for the offer
to exchange up to $200,000,000 of its 9% Senior Subordinated Notes due 2012 and
to the incorporation by reference therein of our report dated June 14, 2001,
with respect to the consolidated financial statements of Isle of Capri Casinos,
Inc. incorporated by reference in its Annual Report (Form 10-K) at April 29,
2001 and April 30, 2000 and for the years ended April 29, 2001, April 30, 2000,
and April 25, 1999, filed with the Securities and Exchange Commission.



                                                           /s/ Ernst & Young LLP

New Orleans, Louisiana
May 20, 2002

EX-25.1

                                                                    Exhibit 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)

                       STATE STREET BANK AND TRUST COMPANY
               (Exact name of trustee as specified in its charter)

              Massachusetts                                    04-1867445
   (Jurisdication of Incorporation or                       (I.R.S. Employer
   organization if not a U.S. national bank)               Identification No.)

                225 Franklin Street, Boston, Massachusetts 02110
               (Address of principal executive offices) (Zip Code)

   Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (Name, address and telephone number of agent for service)


                           ISLE OF CAPRI CASINOS, INC.
               (Exact name of obligor as specified in its charter)

  ----------------------------------                     -----------------------
              DELAWARE                                         41-1659606
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                          Identification No.)
  ----------------------------------                     -----------------------


                            1641 POPPS FERRY ROAD B 1
                                BILOXI, MS 39532

                      9% SENIOR SUBORDINATED NOTES DUE 2012
                         INDENTURE DATED MARCH 27, 2002





                                     GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

         (a) Name and address of each examining or supervisory authority to
             which it is subject.

                  Department of Banking and Insurance of The Commonwealth of
                  Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

                  Board of Governors of the Federal Reserve System, Washington,
                  D.C., Federal Deposit Insurance Corporation, Washington, DC

         (b) Whether it is authorized to exercise corporate trust powers.

                  Trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations with Obligor.

         If the Obligor is an affiliate of the trustee, describe each such
         affiliation.

                  The obligor is not an affiliate of the trustee or of its
                  parent, State Street Corporation.

                  (See note on page 2.)

Item 3. through Item 15.        Not applicable.

Item 16. List of Exhibits.

         List below all exhibits filed as part of this statement of eligibility.

         1. A copy of the articles of association of the trustee as now in
         effect.

                  A copy of the Articles of Association of the trustee, as now
                  in effect, is on file with the Securities and Exchange
                  Commission as Exhibit 1 to Amendment No. 1 to the Statement of
                  Eligibility and Qualification of Trustee (Form T-1) filed with
                  the Registration Statement of Morse Shoe, Inc.
                  (File No. 22-17940) and is incorporated herein by reference
                  thereto.

         2. A copy of the certificate of authority of the trustee to commence
         business, if not contained in the articles of association.

                  A copy of a Statement from the Commissioner of Banks of
                  Massachusetts that no certificate of authority for the trustee
                  to commence business was necessary or issued is on file with
                  the Securities and Exchange Commission as Exhibit 2 to
                  Amendment No. 1 to the Statement of Eligibility and
                  Qualification of Trustee (Form T-1) filed with the
                  Registration Statement of Morse Shoe, Inc. (File No. 22-17940)
                  and is incorporated herein by reference thereto.

         3. A copy of the authorization of the trustee to exercise corporate
         trust powers, if such authorization is not contained in the documents
         specified in paragraph (1) or (2), above.

                  A copy of the authorization of the trustee to exercise
                  corporate trust powers is on file with the Securities and
                  Exchange Commission as Exhibit 3 to Amendment No. 1 to the
                  Statement of Eligibility and Qualification of Trustee (Form
                  T-1) filed with the Registration Statement of Morse Shoe, Inc.
                  (File No. 22-17940) and is incorporated herein by reference
                  thereto.

         4. A copy of the existing by-laws of the trustee, or instruments
         corresponding thereto.

                  A copy of the by-laws of the trustee, as now in effect, is on
                  file with the Securities and Exchange Commission as Exhibit 4
                  to the Statement of Eligibility and Qualification of Trustee
                  (Form T-1) filed with the Registration Statement of the Senior
                  Housing Properties Trust (File No. 333-60392) and is
                  incorporated herein by reference thereto.

                                        1



         5. A copy of each indenture referred to in Item 4. if the obligor is in
         default.

                  Not applicable.

         6. The consents of United States institutional trustees required by
         Section 321(b) of the Act.

                  The consent of the trustee required by Section 321(b) of the
                  Act is annexed hereto as Exhibit 6 and made a part hereof.

         7. A copy of the latest report of condition of the trustee published
         pursuant to law or the requirements of  its supervising or examining
         authority.

                  A copy of the latest report of condition of the trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority is annexed hereto as
                  Exhibit 7 and made a part hereof.

                                      NOTES

In answering any item of this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor or any underwriter for the
obligor, the trustee has relied upon information furnished to it by the obligor
and the underwriters, and the trustee disclaims responsibility for the accuracy
or completeness of such information.

The answer furnished to Item 2. of this statement will be amended, if necessary,
to reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company, a corporation organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 8th day of May 2002.

                                           STATE STREET BANK AND TRUST COMPANY


                                       BY: _____________________________________
                                     NAME: CAUNA M. SILVA
                                    TITLE: VICE PRESIDENT

                                       2





                                    EXHIBIT 6

                             CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance by Isle of Capri
Casinos, Inc. of its 9% Senior Subordinated Notes due 2012, we hereby consent
that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

                                           STATE STREET BANK AND TRUST COMPANY



                                       BY: _____________________________________
                                     NAME: CAUNA M. SILVA
                                    TITLE: VICE PRESIDENT

Dated: May 8, 2002

                                       -3-




                                    EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business September 30, 2001
                                                                  --  ----
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).



ASSETS                                                                                               Thousands of Dollars
                                                                                                    
Cash and balances due from depository institutions:
              Noninterest-bearing balances and currency and coin..................................     $  2,078,210.00
              Interest-bearing balances...........................................................     $ 20,877,735.00
Securities ................................................................................            $ 17,960,077.00
Federal funds sold and securities purchased
              under agreements to resell in domestic offices
              of the bank and its Edge subsidiary ...........................................          $ 15,596,333.00
Loans and lease financing receivables:
              Loans and leases, net of unearned income ........................     $  6,658,140.00
              Allowance for loan and lease losses .............................     $     55,243.00
              Allocated transfer risk reserve..................................     $          0.00
              Loans and leases, net of unearned income and allowances ...........................      $  6,602,897.00
Assets held in trading accounts ...............................................................        $  1,893,178.00
Premises and fixed assets .....................................................................        $    583,130.00
Other real estate owned .....................................................................          $          0.00
Investments in unconsolidated subsidiaries ...................................................         $     34,144.00
Customers' liability to this bank on acceptances outstanding ...............................           $    103,216.00
Intangible assets ........................................................................             $    487,816.00
Other assets.............................................................................              $  1,860,949.00
Total assets......................................................................................     $ 68,077,685.00
                                                                                                      ----------------

LIABILITIES
Deposits:
              In domestic offices ................................................................     $ 17,285,276.00
                           Noninterest-bearing .....................................$ 12,321,416.00
                           Interest-bearing ........................................$  4,963,860.00
              In foreign offices and Edge subsidiary ......................................            $ 26,950,782.00
                           Noninterest-bearing .....................................$     46,386.00
                           Interest-bearing ........................................$ 26,904,396.00
Federal funds purchased and securities sold under
              agreements to repurchase in domestic offices of
              the bank and of its Edge subsidiary ..........................................           $ 14,765,194.00
Demand notes issued to the U.S. Treasury...........................................................    $          0.00
Trading liabilities................................................................................    $  1,216,739.00
Other borrowed money .....................................................................             $    911,701.00
Subordinated Notes and Debentures..................................................................    $          0.00
Bank's liability on acceptances executed and outstanding .....................................         $    103,216.00
Other liabilities ..............................................................................       $  2,605,447.00
Total liabilities..................................................................................    $ 63,838,355.00
                                                                                                      ----------------
Minority interest in consolidated subsidiaries.....................................................    $     48,495.00
                                                                                                      ================

EQUITY CAPITAL
Perpetual preferred stock and related surplus...................................................       $          0.00
Common stock ....................................................................................      $     29,931.00
Surplus............................................................................................    $    577,219.00
Retained Earnings..................................................................................    $  3,490,205.00
              Accumulated other comprehensive income...............................................    $     93,480.00
Other equity capital components....................................................................    $          0.00
Undivided profits and capital reserves/Net unrealized holding gains (losses).......................    $          0.00
              Net unrealized holding gains (losses) on available-for-sale securities ..............    $          0.00
Cumulative foreign currency translation adjustments ...............................................    $          0.00
Total equity capital...............................................................................    $  4,190,835.00
Total liabilities, minority interest and equity capital............................................    $ 68,077,685.00
                                                                                                      ================


                                       -4-



I, Frederick P. Baughman, Senior Vice President and Comptroller of the above
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                              Frederick P. Baughman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                              Ronald E. Logue
                                              David A. Spina
                                              Truman S. Casner

                                        5



         5. A copy of each indenture referred to in Item 4. if the obligor is in
         default.

                  Not applicable.

         6. The consents of United States institutional trustees required by
         Section 321(b) of the Act.

                  The consent of the trustee required by Section 321(b) of the
                  Act is annexed hereto as Exhibit 6 and made a part hereof.

         7. A copy of the latest report of condition of the trustee published
         pursuant to law or the requirements of its supervising or examining
         authority.

                  A copy of the latest report of condition of the trustee
                  published pursuant to law or the requirements of its
                  supervising or examining authority is annexed hereto as
                  Exhibit 7 and made a part hereof.

                                      NOTES

In answering any item of this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor or any underwriter of the
obligor, the trustee has relied upon the information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

The answer to Item 2. of this statement will be amended, if necessary, to
reflect any facts which differ from those stated and which would have been
required to be stated if known at the date hereof.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, State Street Bank and Trust Company, a corporation duly organized and
existing under the laws of The Commonwealth of Massachusetts, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Boston and The Commonwealth of
Massachusetts, on the 8th of May 2002..

                                             STATE STREET BANK AND TRUST COMPANY


                                         BY:  /s/ CAUNA M. SILVA
                                             ----------------------------------
                                        NAME: CAUNA M. SILVA
                                       TITLE: VICE PRESIDENT

                                       -6-



                                    EXHIBIT 6

                             CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance by Isle of Capri
Casinos, Inc. of its 9% Senior Subordinated Notes due 2012, we hereby consent
that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

                                          STATE STREET BANK AND TRUST COMPANY

                                      BY: /s/ CAUNA M. SILVA
                                          ------------------------------
                                    NAME: CAUNA M. SILVA
                                   TITLE: VICE PRESIDENT

Dated: May 8, 2002

                                        7

EX-99.1

                                                                    Exhibit 99.1

                              LETTER OF TRANSMITTAL

                                 EXCHANGE OFFER
                    (PURSUANT TO THE PROSPECTUS DATED     , 2002)
                      9% Senior Subordinated Notes due 2012
                               for all outstanding
                      9% Senior Subordinated Notes due 2012

                                       OF

                           ISLE OF CAPRI CASINOS, INC.



- --------------------------------------------------------------------------------
    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON   ,
                 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------


                  The Exchange Agent for the Exchange Offer is:


                       State Street Bank and Trust Company

 By Registered or Certified Mail:                By Hand or Overnight Courier:
State Street Bank and Trust Company          State Street Bank and Trust Company
    Corporate Trust Department                 Corporate Trust Window, 5th Floor
          P.O. Box 778                              2 Avenue de Lafayette
Boston, Massachusetts 02102-0778               Boston, Massachusetts 02111-1724


                  To Confirm by Telephone and for Information:
                                 (617) 662-1525
                             Attn: Mackenzie Elijah

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

     YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.

     The undersigned hereby acknowledges receipt of the Prospectus, dated , 2002
(as it may be amended or supplemented from time to time, the "Prospectus"), of
Isle of Capri Casinos, Inc., a Delaware corporation (the "Company"), and this
Letter of Transmittal, which together constitute the Company's offer (the
"Exchange Offer") to exchange up to $200,000,000 principal amount of its 9%
Senior Subordinated Notes due 2012 (the "New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a registration statement of which the Prospectus is a part, for an identical
principal amount of its outstanding 9% Senior Subordinated Notes due 2012 (the
"Old Notes"). Capitalized terms not otherwise defined in this Letter of
Transmittal are defined in the Prospectus.



     This Letter of Transmittal is to be used if (1) certificates of Old Notes
are to be forwarded to the Exchange Agent, (2) delivery of Old Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC") pursuant to the procedures set forth under
the heading "The Exchange Offer--Procedures for Tendering Old Notes" in the
Prospectus or (3) tender of the Old Notes is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."

     Holders who wish to tender their Old Notes and (1) whose Old Notes are not
immediately available, (2) who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required by this Letter of Transmittal to the
Exchange Agent on or prior to the Expiration Date or (3) who cannot complete the
procedures for book-entry transfer on a timely basis, may tender their Old Notes
according to the guaranteed delivery procedures set forth in the Prospectus
under the heading "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 2 to this Letter of Transmittal.

     Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the Prospectus
and this Letter of Transmittal should be directed to the exchange agent.

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
      INSTRUCTIONS CAREFULLY.

     List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers and
principal amount on a separate signed schedule and attach that schedule to this
                               ------
Letter of Transmittal. See Instruction 4 to this Letter of Transmittal.


                  ALL TENDERING HOLDERS MUST COMPLETE THIS BOX:



- ----------------------------------------------------------------------------------------------
                           Description of Old Notes Tendered
- ----------------------------------------------------------------------------------------------
  Name(s) and Address(es) of Registered
                Holder
        (Fill in, if blank)                                Old Notes Tendered
- ----------------------------------------------------------------------------------------------
                                                                Aggregate
                                                                Principal
                                          Certificate or          Amount          Principal
                                          Registration        Represented by       Amount
                                            Number(s)*           Old Notes        Tendered**
                                       -------------------------------------------------------
                                                                       
                                                             $                  $
                                       -------------------------------------------------------

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

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

                                       -------------------------------------------------------
                Total Amount Tendered:                       $                  $
- ----------------------------------------------------------------------------------------------


*    Need not be completed by book-entry holders. Such holders should check the
     appropriate box below and provide the requested information.
**   Unless otherwise indicated, the holder will be deemed to have tendered the
     full aggregate principal amount represented by such Old Notes. All tenders
     must be in integral multiples of $1,000.
- --------------------------------------------------------------------------------
     The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this letter in its entirety.

                                       2



     (THE FOLLOWING BOXES ARE TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[_]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
     MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE
     THE FOLLOWING:

     Name of Tendering Institution: ____________________________________________

     DTC Account Number: _______________________________________________________

     Transaction Code Number: __________________________________________________


[_]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
     OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:


     Name(s) of Registered Holder(s): __________________________________________

     Date of Execution of Notice
     of Guaranteed Delivery: ___________________________________________________

     Name of Eligible Institution Which Guaranteed Delivery: ___________________

     If Guaranteed Delivery is to be made by book-entry transfer:

     DTC Account Number: _______________________________________________________

     Transaction Code Number: __________________________________________________


[_]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR YOUR
     OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
     ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
     ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
     SUPPLEMENTS THERETO.

     Name: _____________________________________________________________________

     Address ___________________________________________________________________

             ___________________________________________________________________

     Telephone Number and Contact Person: ______________________________________

                                        3



Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above described principal amount
of Old Notes in exchange for an identical principal amount of New Notes. Subject
to, and effective upon, the acceptance for exchange of the Old Notes tendered
with this Letter of Transmittal, the undersigned hereby exchanges, assigns and
transfers to or upon the order of the Company all right, title and interest in
and to such Old Notes as are being tendered with this Letter of Transmittal,
including all rights to accrued and unpaid interest on such Old Notes as of the
Expiration Date. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as its agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) to cause the Old Notes to be assigned, transferred and
exchanged.

     THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (1) THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, ASSIGN AND TRANSFER THE OLD NOTES
TENDERED HEREBY AND TO ACQUIRE NEW NOTES ISSUABLE UPON THE EXCHANGE OF SUCH
TENDERED OLD NOTES; (2) WHEN THE OLD NOTES ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE TO SUCH OLD NOTES,
FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND (3) THE
OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL ARE NOT SUBJECT TO ANY
ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND
DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO
BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF
THE OLD NOTES TENDERED WITH THIS LETTER OF TRANSMITTAL. THE UNDERSIGNED HAS READ
AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

     The undersigned understands that tenders of Old Notes pursuant to any one
of the procedures set forth in "The Exchange Offer--Procedures for Tendering Old
Notes" in the Prospectus and in the instructions to this Letter of Transmittal
will, upon the Company's acceptance for exchange of such tendered Old Notes,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.

     The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Notes or to transfer ownership of such Old Notes on the account
books maintained by a book-entry transfer facility. The undersigned further
agrees that (1) acceptance of any tendered Old Notes by the Company and the
issuance of New Notes in exchange for such Old Notes shall constitute
performance in full by the Company of its obligations under the registration
rights agreement that contemplates the registration of the Old Notes under the
Securities Act and (2) the Company shall have no further obligations or
liabilities under such registration rights agreement for the registration of the
Old Notes or the New Notes.

     The Exchange Offer is not conditioned upon any principal amount of Old
Notes being tendered for exchange. However, the Exchange Offer is subject to
certain conditions set forth in the Prospectus under the heading "The Exchange
Offer--Conditions of the Exchange Offer." The undersigned recognizes that, as a
result of these conditions (which may be waived, in whole or in part, by the
Company) and as more particularly set forth in the Prospectus, the Company may
not be required to exchange any of the Old Notes tendered with this Letter of
Transmittal and, in such event, the Old Notes not exchanged will be returned to
the undersigned at the address shown below the signature of the undersigned.

     The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered with this Letter of Transmittal should be printed below, if they are
not already set forth above, as they appear on the certificates representing
such Old Notes. The certificate number(s) and the Old Notes that the undersigned
wishes to tender should be indicated in the appropriate boxes above.

     The undersigned acknowledges that the Exchange Offer is being made in
reliance on the position of the staff of the Securities and Exchange Commission
as set forth in certain interpretive letters addressed to third parties in other
transactions substantially similar to the Exchange Offer, which lead the Company
to believe that New Notes

                                       4



issued pursuant to the Exchange Offer to a holder in exchange for Old Notes may
be offered for resale, resold and otherwise transferred by a holder other than
(1) a broker-dealer that purchased Old Notes directly from the Company to resell
them pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act, (2) an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act, (3) a holder that intends to
participate in the Exchange Offer for the purpose of distributing (within the
meaning of the Securities Act) the New Notes or (4) a holder that does not
acquires the New Notes in the ordinary course of its business. Accordingly, the
undersigned represents that (1) it is not a broker-dealer that acquired Old
Notes directly from the Company in order to resell them pursuant to Rule 144A
under the Securities Act or any other available exemption under the Securities
Act, (2) it is not an "affiliate" of the Company as defined in Rule 405 under
the Securities Act, (3) it is not participating, and does not intend to
participate, and has no arrangement or understanding with any person to
participate, in the distribution of the New Notes and (4) it will acquire the
New Notes in the ordinary course of its business.

     If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes, it further represents that it acquired
the Old Notes for its own account as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes. However, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of Section 2(11) of the Securities Act. Failure to comply with any of
the above-mentioned requirements could result in the undersigned or any such
other person incurring liability under the Securities Act for which such persons
are not indemnified by the Company.

     The undersigned acknowledges that if it is unable to make the above
representations to the Company, it will not be able to rely on the
interpretations of the staff of the Securities and Exchange Commission described
above and, therefore, will be required to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or other transfer of such New Notes unless such sale is made pursuant to an
exemption from such requirements.

     Unless otherwise indicated in the box entitled "Special Exchange
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all New Notes delivered in exchange for
tendered Old Notes, and any Old Notes delivered with this Letter of Transmittal
but not exchanged, will be registered in the name of the undersigned and will be
delivered to the undersigned at the address shown below the signature of the
undersigned. If a New Note is to be issued to a person other than the person(s)
signing this Letter of Transmittal or if a New Note is to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown in this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If Old Notes are surrendered by holder(s) that
have completed either the box entitled "Special Exchange Instructions" or the
box entitled "Special Delivery Instructions" in this Letter of Transmittal, all
signatures must be guaranteed by a Medallion Signature Guarantor (as defined in
Instruction 3 to this Letter of Transmittal).

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned. Any
obligation of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Tendered Old Notes may be withdrawn in accordance with Instruction 3 to this
Letter of Transmittal at any time prior to the Expiration Date.

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES
TENDERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES
DESCRIBED IN SUCH BOX.

                                       5



                    REGISTERED HOLDERS OF OLD NOTES SIGN HERE
                (IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)



                                                       
PLEASE SIGN HERE                                          PLEASE SIGN HERE

_____________________________________________________     _________________________________________________________
Authorized Signature of Registered Holder                 Authorized Signature of Registered Holder

Must be signed by registered holder(s) exactly as name(s) appear(s) on the Old Notes or on a security position
listing as the owner of the Old Notes or by the person(s) authorized to become the registered holder(s) by properly
completed bond powers transmitted with this Letter of Transmittal. See Instruction 4 to this Letter of Transmittal.
If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other
person acting in a fiduciary or representative capacity, please provide the following information:

Name:________________________________________________     Name:____________________________________________________

Title:_______________________________________________     Title:___________________________________________________

Address:_____________________________________________     Address:_________________________________________________

_____________________________________________________     _________________________________________________________

Telephone Number:____________________________________     Telephone Number:________________________________________

Dated:_______________________________________________     Dated:___________________________________________________

_____________________________________________________     _________________________________________________________
Taxpayer Identification or Social Security Number         Taxpayer Identification or Social Security Number


                                        6



- --------------------------------------------------------------------------------
                               Signature Guarantee
                        (If required--see Instruction 4)

                                                                   
Signature(s) Guaranteed:____________________________________          Date:______________________________________
                         Authorized Signature

                        ____________________________________          Date:______________________________________
                         Authorized Signature

Name of Medallion
Signature Guarantor(s):_____________________________________

                                                      Address:  ____________________________________________________

Capacity (full title): _______________________________          ____________________________________________________

Telephone Number:      _______________________________          ____________________________________________________
                                                                                     Zip Code

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

- --------------------------------------------------------       -----------------------------------------------------
             SPECIAL EXCHANGE INSTRUCTIONS                                SPECIAL DELIVERY INSTRUCTIONS
              (See Instructions 4 and 5)                                    (See Instructions 4 and 5)

To be completed ONLY if the New Notes or any Old Notes         To be completed ONLY if the New Notes or any Old
or any Old Notes that are not tendered or are not              Notes that are not tendered or are not accepted are
accepted are to be issued in the name or someone other         to be sent to someone other than the undersigned or
than the undersigned.                                          to the undersigned at an address other than the
                                                               address set forth under "Description of Old Notes
                                                               Tendered."


Issue:
           [_]         New Notes to:
           [_]         Old Notes to:                           Mail:

                                                                    [_]          New Notes to:
                                                                    [_]          Old Notes to:

Name(s) ________________________________________________       Names(s) ____________________________________________

Address ________________________________________________       Address _____________________________________________

________________________________________________________       _____________________________________________________

Telephone Number:_______________________________________       Telephone Number:____________________________________

Book-Entry Transfer Facility Account:
________________________________________________________

________________________________________________________

________________________________________________________       _____________________________________________________
    (Tax Identification or Social Security Number)                (Tax Identification or Social Security Number)

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



                                        7



                                  INSTRUCTIONS
        (FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)

1.       DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.

         All physically delivered Old Notes or confirmation of any book-entry
transfer to the Exchange Agent's account at DTC, as well as a properly completed
and duly executed copy of this Letter of Transmittal and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at any of its addresses set forth in this Letter of Transmittal on or prior to
the Expiration Date. The method of delivery of this Letter of Transmittal, the
Old Notes and all other required documents is at the election and risk of the
holder. Instead of delivery by mail, the Company recommends that holders use an
overnight or hand delivery service. Except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.

         Any beneficial holder whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Old Notes in the Exchange Offer should contact such registered holder
promptly and instruct such registered holder to tender on such beneficial
holder's behalf. If a beneficial holder wishes to tender directly, the
beneficial holder must, prior to completing and executing the Letter of
Transmittal and tendering Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such beneficial holder's own name or
obtain a properly completed bond power from the registered holder. Beneficial
holders should be aware that the transfer of registered ownership may take
considerable time.

         Delivery of the Letter of Transmittal to an address other than as set
forth above does not constitute a valid delivery.

         The Company expressly reserves the right, at any time or from time to
time, to extend the Expiration Date by complying with certain conditions set
forth in the Prospectus.

       LETTERS OF TRANSMITTAL SHOULD NOT BE SENT TO THE COMPANY OR TO DTC.

2.       GUARANTEED DELIVERY PROCEDURES.

         Holders who wish to tender their Old Notes and (1) whose Old Notes are
not immediately available, (2) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date or (3) who cannot complete the procedures for book-entry
transfers on a timely basis, may effect a tender if:

                  a.  the tender is made through a member firm of a registered
         national securities exchange or of the National Association of
         Securities Dealers, Inc., a commercial bank or trust company having an
         office or correspondent in the United States or an "eligible guarantor
         institution" within the meaning of Rule 17Ad-15 under the Exchange Act
         (an "Eligible Institution");

                  b.  prior to the Expiration Date, the Exchange Agent receives
         from such holder and the Eligible Institution a properly completed and
         duly executed Notice of Guaranteed Delivery (by mail or hand delivery)
         setting forth the name and address of the holder of Old Notes, the
         certificate or registration number(s) of the tendered Old Notes and the
         principal amount of Old Notes tendered, stating that the tender is
         being made thereby and guaranteeing that, within four (4) business days
         after the Expiration Date, the tendered Old Notes, a duly executed
         Letter of Transmittal and any other required documents will be
         deposited by the Eligible Institution with the Exchange Agent; and

                  c.  a properly completed and duly executed Letter of
         Transmittal, any other required documents and tendered Old Notes in
         proper form for transfer (or a confirmation of book-entry transfer of
         such Old Notes into the Exchange Agent's account at DTC) must be
         received by the Exchange Agent within four (4) business days after the
         Expiration Date.

                                       8



     Any holder who wishes to tender Old Notes pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery relating to such Old Notes prior to the
Expiration Date. Failure to complete the guaranteed delivery procedures outlined
above will not, of itself, affect the validity or effect a revocation of any
Letter of Transmittal form properly completed and executed by a holder who
attempted to use the guaranteed delivery procedures.

3.   PARTIAL TENDERS; WITHDRAWALS.

     Tenders of Old Notes will be accepted only in integral multiples of $1,000
principal amount at maturity. If less than the entire principal amount of Old
Notes evidenced by a submitted certificate is tendered, the tendering holder
should fill in the principal amount tendered in the column entitled "Principal
Amount Tendered" of the box entitled "Description of Old Notes Tendered." A
newly issued Old Note for the principal amount of Old Notes submitted but not
tendered will be sent to such holder, unless the appropriate boxes on this
Letter of Transmittal are completed, as soon as practicable after the Expiration
Date. All Old Notes delivered to the Exchange Agent will be deemed to have been
tendered in full unless otherwise indicated.

     Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date, after which tenders of Old Notes are
irrevocable. To withdraw a tender of Old Notes in the Exchange Offer, a written
or facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 p.m., New York City time, on the Expiration Date. Any such notice
of withdrawal must (1) specify the name of the person having deposited the Old
Notes to be withdrawn (the "Depositor"), (2) identify the Old Notes to be
withdrawn (including the certificate or registration number(s) and principal
amount of such Old Notes or, in the case of Old Notes transferred by book-entry
transfer, the name and number of the account at DTC to be credited), (3) be
signed by the Depositor in the same manner as the original signature on this
Letter of Transmittal (including any required signature guarantees) or be
accompanied by a bond power in the name of the person withdrawing the tender, in
satisfactory form as determined by the Company in its sole discretion, duly
executed by the registered holder, with the signature guaranteed by a
participant in a recognized Medallion Signature Program (a "Medallion Signature
Guarantor") together with the other documents required upon transfer by the
indenture governing the Old Notes and the New Notes and (4) specify the name in
which such Old Notes are to be registered, if different from that of the
Depositor, pursuant to such documents of transfer.

     All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, in its sole
discretion, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
which have been tendered but which are not accepted for exchange will be
returned to the holder without cost to such holder as soon as practicable after
withdrawal.

4.   SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
     ENDORSEMENTS; GUARANTEE OF SIGNATURES.

     If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered with this Letter of Transmittal, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration or enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC, the signature must correspond
with the name as it appears on the security position listing as the owner of the
Old Notes.

     If any of the Old Notes tendered with this Letter of Transmittal are owned
of record by two or more joint owners, all such owners must sign this Letter of
Transmittal.

     If a number of Old Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Old Notes.

     Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a Medallion Signature Guarantor unless the
Old Notes tendered with this Letter of Transmittal are tendered (1)

                                        9



by a registered holder who has not completed the box entitled "Special Exchange
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(2) for the account of an Eligible Institution.

     If this Letter of Transmittal is signed by the registered holder or holders
of Old Notes (which term, for the purposes described in this Letter of
Transmittal, shall include a participant in DTC whose name appears on a security
listing as the owner of the Old Notes) listed and tendered with this Letter of
Transmittal, no endorsements of the tendered Old Notes or separate written
instruments of transfer or exchange are required. In any other case, the
registered holder (or acting holder) must either properly endorse the Old Notes
or transmit properly completed bond powers with this Letter of Transmittal (in
either case executed exactly as the name(s) of the registered holder(s)
appear(s) on the Old Notes and, with respect to a participant in DTC whose name
appears on a security position listing as the owner of Old Notes, exactly as the
name of the participant appears on such security position listing), with the
signature on the Old Notes or bond power guaranteed by a Medallion Signature
Guarantor.

     If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by attorneys-in-fact, trustees,
executors, administrators, guardians, officers of corporations or others acting
in a fiduciary or representative capacity, such persons should so indicate when
signing and, unless waived by the Company, proper evidence satisfactory to the
Company of their authority to so act must be submitted.

5.   SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.

     Tendering holders should indicate, in the applicable box, the name and
address (or account at DTC) in which the New Notes or Old Notes for principal
amounts not tendered or not accepted for exchange are to be issued and delivered
(or deposited), if different from the names and addresses or accounts of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification number or social security number of
the person named must also be indicated and the tendering holder should complete
the applicable box.

     If no instructions are given, the New Notes (and any Old Notes not tendered
or not accepted) will be issued in the name of and delivered to the acting
holder of the Old Notes or deposited at such holder's account at DTC.

6.   TRANSFER TAXES.

     The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Old Notes
tendered, or if tendered Old Notes are registered in the name of any person
other than the person signing the Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchanged Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted, the amount of those transfer taxes will be billed directly to
such tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Old Notes listed in the Letter of
Transmittal.

7.   WAIVER OF CONDITIONS.

     The Company reserves the absolute right to waive, in whole or in part, any
of the specified conditions to the Exchange Offer set forth in the Prospectus.

8.   MUTILATED, LOST, STOLEN OR DESTROYED NOTES.

     Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.

9.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

                                       10



     Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal may be
directed to the Exchange Agent at the address and telephone number set forth
above.

10.  VALIDITY AND FORM.

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject any
and all Old Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the absolute right to waive any
irregularities or conditions of tender as to particular Old Notes either before
or after the Expiration Date, including the right to waive the ineligibility of
any holder who seeks to tender Old Notes in the Exchange Offer. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties.

     Unless waived, any defects or irregularities in connection with tenders of
Old Notes must be cured within such time as the Company shall determine. None of
the Company, the Exchange Agent or any other person shall be under any duty to
give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost to
such holder by the Exchange Agent to the tendering holders of Old Notes, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.

11.  IMPORTANT TAX INFORMATION

     Under U.S. federal income tax law, a holder tendering Old Notes is required
to provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on Internal Revenue Service Form W-9 below. If such holder is an
individual, the TIN is the holder's social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
holder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. If the Exchange Agent is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, payments that are made to such holder
with respect to tendered Old Notes may be subject to backup withholding.

     Certain holders (including, among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. A holder who satisfies one or
more of the conditions set forth in Part 2 of the Form W-9 should execute the
certification following such Part 2. In order for a foreign holder to qualify as
an exempt recipient, that holder must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8BEN below, signed under penalties of
perjury, attesting to that holder's exempt status. A copy of such form is
attached to this Letter of Transmittal.

     If backup withholding applies, the Exchange Agent is required to withhold
at a current rate of 30% of any amounts otherwise payable to the holder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.

     To prevent backup withholding on payments that are made to a holder with
respect to Old Notes tendered for exchange, the holder is required to notify the
Exchange Agent of his or her correct TIN by completing the form in this Letter
of Transmittal certifying that the TIN provided on Form W-9 is correct (or that
such holder is awaiting a TIN) and that (1) such holder is exempt, (2) such
holder has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of failure to report all interest or
dividends or (3) the Internal Revenue Service has notified such holder that he
or she is no longer subject to backup withholding.

                                       11



     Each holder is required to give the Exchange Agent the social security
number or employer identification number of the record holder(s) of the Old
Notes. If Old Notes are in more than one name or are not in the name of the
actual holder, consult the instructions on Form W-9, which are enclosed with
this Letter of Transmittal, for additional guidance on which number to report.

     If the tendering holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Form W-9, sign and date the form and the Certificate
of Awaiting Taxpayer Identification Number and return them to the Exchange
Agent. If such certificate is completed and the Exchange Agent is not provided
with the TIN within 60 days, the Exchange Agent will withhold 30% of all
payments made thereafter until a TIN is provided to the Exchange Agent.

     Foreign persons should consult the instructions to form W-8BEN for guidance
on establishing an exemption from backup withholding, if available.

IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH OLD NOTES OR CONFIRMATION
           OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
           OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
           PRIOR TO THE EXPIRATION DATE.

                                       12

EX-99.2

                                                                    Exhibit 99.2

                          NOTICE OF GUARANTEED DELIVERY

                                  FOR TENDER OF
                      9% Senior Subordinated Notes due 2012
                      (INCLUDING THOSE IN BOOK-ENTRY FORM)

                                       OF

                           ISLE OF CAPRI CASINOS, INC.

         This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, and the related Letter of Transmittal (the "Letter of Transmittal")
must be used to accept the Exchange Offer (as defined below) of Isle of Capri
Casinos, Inc., a Delaware corporation (the "Company"), made pursuant to the
Prospectus, dated , 2002 (as it may be amended or supplemented from time to
time, the "Prospectus"), if (1) certificates for the Company's outstanding 9%
Senior Subordinated Notes due 2012 (the "Old Notes") are not immediately
available, (2) the Letter of Transmittal and all documents required by the
Letter of Transmittal cannot be delivered to State Street Bank and Trust Company
(the "Exchange Agent") on or prior to 5:00 p.m., New York City time, on the
Expiration Date (as defined below) or (3) the procedures for delivery by
book-entry transfer cannot be completed on a timely basis. Such form must be
delivered by mail or hand delivery to the Exchange Agent as set forth below. In
addition, in order to utilize the guaranteed delivery procedures to tender the
Old Notes pursuant to the Exchange Offer, a properly completed and duly executed
Letter of Transmittal, any other required documents and tendered Old Notes in
proper form for transfer (or confirmation of a book-entry transfer of such Old
Notes into the Exchange Agent's account at The Depository Trust Company) must
also be received by the Exchange Agent prior to 5:00 p.m., New York City time,
within four business days after the Expiration Date. Capitalized terms not
otherwise defined in this Notice of Guaranteed Delivery are defined in the
Prospectus.

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

       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").

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

                  The Exchange Agent for the Exchange Offer is:

                       State Street Bank and Trust Company

    By Registered or Certified Mail:            By Hand or Overnight Courier:
  State Street Bank and Trust Company        State Street Bank and Trust Company
       Corporate Trust Department             Corporate Trust Window, 5th Floor
              P.O. Box 778                          2 Avenue de Lafayette
    Boston, Massachusetts 02102-0778          Boston, Massachusetts 02111-1724

                  To Confirm by Telephone and for Information:
                                 (617) 662-1525
                             Attn: Mackenzie Elijah

         DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

         This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions to the Letter of
Transmittal, such signature guarantee must appear in the applicable space
provided in the signature box on the Letter of Transmittal.



Ladies and Gentlemen:

         The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
are hereby acknowledged, the aggregate principal amount of Old Notes set forth
below pursuant to the guaranteed delivery procedure described under the heading
"The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus and
Instruction 2 of the Letter of Transmittal.

Name(s) of Registered Holder(s):________________________________________________
                                               (Please Print or Type)

Principal Amount of Old Notes Tendered:*      Certificate No(s). (if available):

$ ______________________________________      __________________________________

$ ______________________________________      __________________________________

$ ______________________________________      __________________________________

      * Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.

         If Old Notes will be delivered by book-entity transfer to The
Depository Trust Company ("DTC"), provide the DTC account number.

DTC Account Number: ______________________________________

         All authority conferred or agreed to be conferred in this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned.
Every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned.

                                PLEASE SIGN HERE

         Must be signed by the holder(s) of Old Notes as their name(s) appear(s)
on certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery.

____________________________________________________       _____________________


____________________________________________________       _____________________
Signature(s) of Holder(s) or Authorized Signatory                   Date

Area Code and Telephone Number:_________________________________

         If signature is by attorney-in-fact, trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.

                              Please print name(s) and address(es)

Name(s) of Holder(s)          __________________________________________________
                              __________________________________________________
                              __________________________________________________

Title/Capacity:               __________________________________________________

Address(es):                  __________________________________________________


                                       2



                              GUARANTEE OF DELIVERY
                    (Not to be Used for Signature Guarantee)

         The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
that the undersigned will deliver to the Exchange Agent the certificate(s)
representing the Old Notes being tendered by this Notice of Guaranteed Delivery
in proper form for transfer (or a confirmation of book-entry transfer of such
Old Notes into the Exchange Agent's account at the book-entry transfer facility
of DTC) with a properly completed and duly executed Letter of Transmittal and
any other required documents, all within four (4) business days after the
Expiration Date.

Name of Firm ________________________     ______________________________________
                                                      (Authorized Signature)

Address _____________________________     Name _________________________________
                                                       Please Print or Type

_____________________________________     Title ________________________________
                             Zip Code

                                          Dated ________________________________

Telephone Number  ___________________

         The institution that completes this form must communicate the guarantee
to the Exchange Agent by the Expiration Date and must deliver the certificates
representing any Old Notes (or a confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC), the Letter of Transmittal and
any other required documents to the Exchange Agent within the time period shown
in this Notice of Guaranteed Delivery. Failure to do so could result in a
financial loss to such institution.

NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD
      NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

                                       3