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CATFISH QUEEN PARTNERSHIP IN COMMENDAM

Argosy of Louisiana, Inc.,
its General Partner

/s/ JAMES B. PERRY

Name: James B. Perry
Title: President

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AphZxWQATHce+2EcMkEytZTOsSqFy1JdKf91IYjxIeJCAZySM0UacX19Hw5VRDvZ IWALx4r3XHOt6Z4QBdwVmw== 0000912057-01-507144.txt : 20010410 0000912057-01-507144.hdr.sgml : 20010410 ACCESSION NUMBER: 0000912057-01-507144 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20010405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGOSY GAMING CO CENTRAL INDEX KEY: 0000895385 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 371304247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330 FILM NUMBER: 1596270 BUSINESS ADDRESS: STREET 1: 219 PIASA ST CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTON GAMING CO CENTRAL INDEX KEY: 0001022861 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 371261292 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-01 FILM NUMBER: 1596271 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGOSY OF LOUISIANA INC CENTRAL INDEX KEY: 0001022862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 721265121 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-02 FILM NUMBER: 1596272 BUSINESS ADDRESS: STREET 1: 103 FRANCE STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATFISH QUEEN PARTNERSHIP IN COMMENDAM CENTRAL INDEX KEY: 0001022863 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 721274791 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-03 FILM NUMBER: 1596273 BUSINESS ADDRESS: STREET 1: 103 FRANCE STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAMING CO CENTRAL INDEX KEY: 0001022864 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 371314871 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-04 FILM NUMBER: 1596274 BUSINESS ADDRESS: STREET 1: 219 PIASA ST CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IOWA GAMING CO CENTRAL INDEX KEY: 0001022865 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 371329487 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-05 FILM NUMBER: 1596275 BUSINESS ADDRESS: STREET 1: 501 PIERCE STREET STREET 2: SUITE 402 CITY: SIOUX CITY STATE: IA ZIP: 51102 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAZZ ENTERPRISES INC CENTRAL INDEX KEY: 0001022866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 721214771 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-06 FILM NUMBER: 1596276 BUSINESS ADDRESS: STREET 1: 103 FRANCE STREET CITY: BATON ROUGE STATE: LA ZIP: 70802 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSOURI GAMING CO CENTRAL INDEX KEY: 0001022867 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 371311505 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-07 FILM NUMBER: 1596277 BUSINESS ADDRESS: STREET 1: 777 NW ARGOSY PKWY CITY: RIEVRSIDE STATE: MO ZIP: 64105 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLE OF SIOUX CITY L P CENTRAL INDEX KEY: 0001137649 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 421428577 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-08 FILM NUMBER: 1596278 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAMING II L P CENTRAL INDEX KEY: 0001137651 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364420492 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-09 FILM NUMBER: 1596279 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAMING CO L P CENTRAL INDEX KEY: 0001137652 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 371314886 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-10 FILM NUMBER: 1596280 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA GAMING HOLDING CO CENTRAL INDEX KEY: 0001137653 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364420489 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-11 FILM NUMBER: 1596281 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTROPLEX CENTRE CONVENTION HOTEL LLC CENTRAL INDEX KEY: 0001137656 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 721452613 STATE OF INCORPORATION: LO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-12 FILM NUMBER: 1596282 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGOSY OF IOWA INC CENTRAL INDEX KEY: 0001137657 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 371333417 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-58330-13 FILM NUMBER: 1596283 BUSINESS ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184747500 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 S-4 1 a2044308zs-4.htm S-4 Prepared by MERRILL CORPORATION www.edgaradvantage.com
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As Filed with the Securities and Exchange Commission on April 5, 2001

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

ARGOSY GAMING COMPANY
(Exact name of Registrant as specified in its charter)

Delaware		37-1304247
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	and its Guarantor Subsidiaries
Illinois	Alton Gaming Company	37-1261292
Iowa	Argosy of Iowa, Inc.	37-1333417
Louisiana	Argosy of Louisiana, Inc.	72-1265121
Louisiana	Catfish Queen Partnership in Commendam	72-1274791
Louisiana	Centroplex Centre Convention Hotel, L.L.C.	72-1452613
Indiana	The Indiana Gaming Company	37-1314871
Indiana	Indiana Gaming Holding Company	36-4420489
Indiana	Indiana Gaming Company, L.P.	37-1314886
Indiana	Indiana Gaming II, L.P.	36-4420492
Iowa	Iowa Gaming Company	37-1329487
Iowa	Belle of Sioux City, L.P.	42-1428577
Louisiana	Jazz Enterprises, Inc.	72-1214771
Missouri	The Missouri Gaming Company	37-1311505
(State of other jurisdiction of incorporation or organization)	(Exact name of Registrant as specified in its charter)	(I.R.S. Employer Identification Number)

219 Piasa Street
Alton, Illinois 62002
(618) 474-7500
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive office)

James B. Perry
President and Chief Executive Officer
Argosy Gaming Company
219 Piasa Street
Alton, Illinois 62002
(618) 474-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

R. Cabell Morris, Jr.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being 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

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee


10³/4% Senior Subordinated Notes due 2009	$150,000,000	100%	$150,000,000	$37,500

Guarantee of the 10³/4% Senior Subordinated Notes due 2009	$150,000,000	None(2)	None(2)	None(2)

(1): Estimated in accordance with Rule 457 under the Securities Act of 1933, as amended, solely for purpose of computing the registration fee.
(2): Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

PROSPECTUS (Subject to Completion, Dated April 5, 2001)

OFFER TO EXCHANGE

$150,000,000 OF OUR 10³/4% SENIOR SUBORDINATED NOTES DUE 2009

•: The notes mature on June 1, 2009.
•: The notes (1) rank equally with all of our other unsecured senior subordinated indebtedness, (2) are junior to our senior indebtedness, and (3) are guaranteed by substantially all of our wholly-owned subsidiaries, which guarantees will be junior in right of payment to the senior indebtedness of each of those subsidiaries.
•: The notes bear interest at the rate of 10³/4% per year, payable on June 1 and December 1 of each year.
•: The terms of the registered notes we will issue in the exchange offer will be substantially identical to the terms of the restricted notes, except that transfer restrictions and registration rights relating to the restricted notes will not apply to the registered notes.
•: The exchange offer expires at 5:00 p.m., New York City time, , 2001, unless we extend it.
•: All restricted notes that are validly tendered in the exchange offer and not withdrawn will be exchanged.
•: Tenders of restricted notes may be withdrawn at any time before the expiration of the exchange offer.
•: There is no public market for the notes.
•: We will not receive any proceeds from the exchange offer. We will pay the expenses of the exchange offer.

Before participating in this exchange offer, please refer to the section in this prospectus entitled "Risk Factors," beginning on page 12.

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

The date of this prospectus is , 2001.

TABLE OF CONTENTS

Disclosure Regarding Forward-Looking Statements		ii
Where You Can Find More Information		iii
Incorporation of Documents by Reference		iii
Summary		1
Risk Factors		12
Capitalization		20
Selected Historical Consolidated Financial Data		21
Pro Forma Consolidated Financial Data		23
Management's Discussion and Analysis of Financial Condition and Results of Operations		28
The Exchange Offer		35
The Company		45
Management		54
Description of Certain Indebtedness		56
Description of Notes		57
Certain United States Federal Income Tax Considerations		104
Plan of Distribution		104
Legal Matters		106
Experts		106
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the registered notes only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the registered notes.

Market data and certain industry forecasts used throughout this prospectus were obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal surveys, industry forecasts and market research, while believed to be reliable, have not been independently verified, and Argosy Gaming Company makes no representation as to the accuracy of such information.

Neither Argosy Gaming Company nor any of its representatives is making any representation to you regarding the legality of an investment in the registered notes by you under applicable legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial, and related aspects of a purchase of the registered notes.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus and in the other documents referenced or incorporated herein contains forward-looking statements that involve a number of risks and uncertainties. All statements regarding our expected financial position, business, strategies and financing plans under the headings "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Company" and elsewhere in this prospectus or in the other documents referenced or incorporated herein are forward-looking statements. In addition, you can identify forward-looking statements in those and other portions of this prospectus or in the other documents referenced or incorporated herein by the use of terminology such as "believes," "estimates," "plans," "intends," "expects," "may," "will," "should," "seeks," "pro forma" or "anticipates," or other variations thereof (including their use in the negative), or by discussions of strategies, plans or intentions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, and have based these expectations on our beliefs as well as assumptions we have made, such expectations may prove to be incorrect. A number of factors could cause results to differ materially from those anticipated by the forward-looking statements. Among these factors are:

•: general economic conditions in our markets;
•: increased competition in our markets, including the legalization of gaming in states adjacent to our operations;
•: our dependence on our Lawrenceburg, Indiana casino;
•: our substantial leverage; and
•: changes in laws or regulations, joint venture relations or decisions of courts, regulators and governmental bodies.

The information contained in this prospectus and in the other documents referenced or incorporated in this prospectus, including the Risk Factors section, identifies important factors that could cause actual results to differ from the expectations stated in the forward-looking statements. You are urged to consider these factors carefully in evaluating the forward-looking statements contained in this prospectus or in the other documents referenced or incorporated herein.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus. We do not intend, and undertake no obligation, to update these forward-looking statements.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549, at 7 World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.

You may request a free copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) or any of the documents referred to in this prospectus by writing to or telephoning us at the following address: G. Dan Marshall, Vice President, Treasurer and Director of Investor Relations, Argosy Gaming Company, 219 Piasa Street, Alton, Illinois 62002, telephone (618) 474-7500.

You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus regardless of the time of delivery of this prospectus. You should rely only on the information provided in this prospectus. We have not authorized anyone else to provide you with different information.

We have filed with the SEC in Washington, D.C., a registration statement on Form S-4 under the Securities Act with respect to the registered notes offered by this prospectus. This prospectus does not contain all of the information contained in the registration statement, as permitted by the rules and regulations of the SEC.

INCORPORATION OF DOCUMENTS BY REFERENCE

Our Annual Report on Form 10-K for the year ended December 31, 2000, and Current Reports on Form 8-K filed with the SEC on February 1, 2001, February 6, 2001 and March 9, 2001, are incorporated in this prospectus by reference.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including to whom a prospectus is delivered, upon written or oral request of that person, a copy of any and all of the information that has been referenced in this prospectus other than exhibits to these documents. Requests for these copies should be directed to Corporate Secretary, Argosy Gaming Company, 219 Piasa Street, Alton, Illinois 62002, telephone number (618) 474-7500.

iii

SUMMARY

Except where otherwise noted, the words, "we," "us," "our" and similar terms, as well as references to "Argosy" or the "Company" refer to Argosy Gaming Company and all of its subsidiaries. With respect to the discussion of the terms of the registered notes on the cover page and in the section entitled "Summary — The Exchange Offer" "we," "our," and "us" refer only to Argosy Gaming Company and not to any of its subsidiaries. The following summary contains basic information about the exchange offer. It likely does not contain all the information that is important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire document and the documents we have referred to you.

THE COMPANY

We are a leading owner and operator of five riverboat casinos located in emerging gaming markets of the central United States. We pioneered riverboat gaming in St. Louis, Kansas City, Baton Rouge and Sioux City by opening the first casino in each of those markets. Our riverboat casino that serves the Cincinnati market from Lawrenceburg, Indiana is one of the largest revenue producing riverboats in the United States gaming industry. In the first quarter of 2001, we purchased our minority partners' collective 42.5% minority interest in the Lawrenceburg casino for an aggregate of $365 million using the net proceeds from our offering of the restricted notes, together with borrowings under our amended senior credit facility.

We are a Delaware corporation. Our principal executive offices are located at 219 Piasa Street, Alton, Illinois 62002 and our telephone number is (618) 474-7500. You may obtain additional information about us at our website, www.argosycasinos.com.

The following summarizes our casino properties:

Casino Name	Principal Metropolitan Markets Served	2000 Net Revenues		Approximate Gaming Positions
		(in thousands)
Argosy Casino Lawrenceburg	Cincinnati-Dayton-Columbus, Ohio	$	367,743	2,680
Alton Belle Casino	St. Louis, Missouri		115,732	1,100
Argosy Casino of Greater Kansas City	Kansas City, Missouri		101,791	1,310
Argosy Casino — Baton Rouge	Baton Rouge, Louisiana		72,995	1,020
Belle of Sioux City Casino	Sioux City, Iowa		35,814	540

Over the past several years, we have been implementing a strategic plan that has helped transform us from a company focused on developing casino properties to one recognized for achieving superior operational performance. Our strategy emphasizes increasing revenues and profits through expanding direct marketing programs, investing in state-of-the-art gaming products, such as new slot machines and player tracking systems, and improving cost controls.

Our initiatives have had the greatest impact at our four western casinos in Alton, Kansas City, Baton Rouge and Sioux City. For the year ended December 31, 2000, net revenues at the western casinos combined increased 25% to $326 million, EBITDA (earnings before interest, taxes, depreciation and amortization) increased 49% to $86 million and income from operations increased 66% to $69 million. At Lawrenceburg, net revenues for the year ended December 31, 2000 grew 11% to $368 million, EBITDA increased 8% to $133 million and income from operations increased 8% to $112 million. Overall, we reported record results for the year ended December 31, 2000 with a 17% increase in net revenues to $695 million, a 24% increase in EBITDA to $194 million and a 294% increase in net income to $45 million.

Casino Properties

Argosy Casino Lawrenceburg

The Lawrenceburg casino is located on the Ohio River in Lawrenceburg, Indiana approximately 15 miles west of Cincinnati and is the closest casino to the Cincinnati metropolitan area. The casino principally draws customers from the major metropolitan areas of Cincinnati, Dayton and Columbus, Ohio and, to a lesser extent, Indianapolis, Indiana and Lexington, Kentucky. Casinos operating in the Cincinnati market generated $511 million of gaming revenues in 2000, a 13% increase from 1999. The Lawrenceburg casino's 2000 gaming revenues grew 12% to $344 million, representing approximately 67% of total gaming revenues reported by the three riverboat casinos operating in the Cincinnati market.

The Lawrenceburg casino is one of the largest riverboats in the United States with 74,300 square feet of gaming space on three levels with approximately 2,100 slot machines and 100 table games. The vessel can accommodate 4,400 passengers and crew; however, to enhance our customers' comfort and enjoyment, we operate at a self-imposed capacity of 3,600 passengers. The complex also includes a 300 room hotel, a 200,000 square foot land-based entertainment pavilion and support facility featuring a 350 seat buffet restaurant, two specialty restaurants, an entertainment lounge and an 1,800 space parking garage. In 2000, we spent approximately $6 million on capital improvements including $3.1 million on slot machines and related systems.

Alton Belle Casino

The Alton Belle Casino is located on the Mississippi River in Alton, Illinois approximately 20 miles northeast of downtown St. Louis. The casino draws its customers largely from the northern and eastern regions of the greater St. Louis metropolitan area, as well as portions of central and southern Illinois. The riverboat casinos operating in the St. Louis market generated $684 million of gaming revenues in 2000, a 10% increase from 1999. The Alton Belle Casino's 2000 gaming revenues grew 32% to $112 million, representing approximately 16% of total gaming revenues reported by the six riverboat casinos operating in the St. Louis market. As an Illinois licensee, the Alton Belle Casino is not subject to Missouri's $500 loss limit and therefore has a competitive advantage in attracting high-end customers over competitors operating under Missouri licenses.

The Alton Belle Casino consists of a riverboat with 26,500 square feet of gaming space, approximately 950 slot machines and 30 table games. In December 1999, we replaced our existing 37,000 square foot entertainment pavilion with a 60,000 square foot facility. The new entertainment pavilion features a newly designed entrance, 130 additional slot machines, larger and improved food and beverage venues and a new 400 seat main showroom. During 2000, we spent an additional $2 million to improve the Alton landing and added an additional 100 slot machines.

Argosy Casino of Greater Kansas City

The Argosy Casino of Greater Kansas City is located on the Missouri River in Riverside, Missouri on a 55-acre site approximately five miles from downtown Kansas City. The casino primarily attracts customers who reside in the northern and western regions of the Kansas City metropolitan market. Casinos operating in the Kansas City market generated $535 million of gaming revenues in 2000, an 8% increase from 1999. Our Kansas City casino's 2000 gaming revenues grew 14% to $97 million, representing approximately 18% of Kansas City total gaming revenues reported by the four riverboat casinos operating in the Kansas City market.

The Kansas City casino features 36,000 square feet of gaming space, approximately 1,110 slot machines and 35 table games. The riverboat casino is complemented by an 85,000 square foot land-based entertainment facility featuring specialty and buffet restaurants, a sports/entertainment

lounge and 8,000 square feet of banquet/conference facilities. A parking garage and surface parking areas with 2,027 spaces are located adjacent to the pavilion.

Argosy Casino — Baton Rouge

The Baton Rouge casino is located on the Mississippi River in Baton Rouge, Louisiana. The casino draws customers primarily from the Baton Rouge metropolitan area. Casinos operating in the Baton Rouge market generated $164 million of gaming revenues in 2000, an 18% increase from 1999. The Baton Rouge casino's 2000 gaming revenues increased 33% to $71 million, representing 43% of total gaming revenues reported by the two riverboat casinos operating in Baton Rouge. We expect that 2001 operating results at our Baton Rouge casino will benefit from the recent passage in Louisiana of legislation that permits dockside gaming.

The Baton Rouge casino features 28,000 square feet of gaming space, approximately 790 slot machines and 40 table games. The riverboat casino is complemented by our adjacent real estate development known as Catfish Town. Catfish Town includes a 50,000 square foot glass-enclosed atrium, entertainment/sports lounge, buffet/coffee shop, conference facilities and approximately 150,000 square feet of retail space that is currently available for lease. On February 5, 2001, we opened our $23 million, 300 room convention hotel in the Catfish Town complex. A 733-space parking garage and a 271-space surface parking lot are located adjacent to Catfish Town.

Belle of Sioux City

The Belle of Sioux City is located on the Missouri River in downtown Sioux City, Iowa. The casino draws customers from the Sioux City metropolitan area and competes with two Native American casinos that are not required to report gaming market data. The Sioux City casino's 2000 gaming revenues grew 24% to $35 million. The riverboat features 12,500 square feet of gaming space, approximately 430 slot machines and 20 table games. The casino is complemented by adjacent barge facilities featuring buffet dining facilities, meeting space and administrative support offices. We have significantly upgraded our Sioux City gaming product so that by the end of 1999 we had replaced 95% of our electronic gaming devices over a two year period. In July 2000, we purchased the 30% minority interest in the Belle of Sioux City Casino.

RECENT DEVELOPMENTS

Acquisition of Lawrenceburg Casino Minority Interests

In the first quarter of 2001, we acquired the minority interests in Indiana Gaming Company L.P., the Indiana partnership that owns and operates the Lawrenceburg casino. Prior to such acquisition, we, through our wholly-owned subsidiary, The Indiana Gaming Company, were the 57.5% majority partner in Indiana Gaming Company L.P. Conseco Entertainment, L.L.C. held a 29% limited partnership interest in the partnership and Centaur, Inc. held a 13.5% limited partnership interest. Under the terms of the Lawrenceburg partnership agreement, after December 10, 1999, each of Conseco and Centaur had the right to sell its entire interest in the partnership to the remaining partners. On April 28, 2000, Conseco exercised its put rights with respect to its 29% interest. On September 18, 2000, Centaur also exercised its put rights for its 13.5% interest.

The Lawrenceburg partnership agreement provided that after a partner gave its sale notice, the other partners had 60 days to attempt in good faith to negotiate a purchase price for the selling partner's interest. If, at the end of the 60-day period, the parties were unable to agree upon a purchase price, the partnership agreement required that the purchase price be determined by an appraisal process.

We were unable to agree upon a purchase price with Conseco within the 60-day time period and commenced the appraisal process. The appraisal process was characterized by numerous disputes that culminated in multiple lawsuits being filed in Indiana and Illinois by both Conseco and us. These disputes continued through December 2000, when we reached an agreement with Conseco to purchase its 29% limited partnership interest for $260 million, including the repayment of Conseco's preferred equity interest and outstanding partner loans. In connection with the December agreement, we agreed to settle all pending litigation between Conseco and us. We completed our purchase of Conseco's minority interest on February 22, 2001.

In January 2001, we reached an agreement with Centaur to purchase its 13.5% limited partnership interest for $105 million. We completed our purchase of Centaur's minority interest on March 8, 2001. In connection with the purchase of Conseco's and Centaur's limited partnership interests, we amended and restated our credit facility to, among other things, increase borrowing availability to $400 million. Funds available from the proceeds of our offering of the restricted notes and from borrowings under the amended and restated credit facility were used to finance the purchase of Conseco's and Centaur's limited partnership interests.

SUMMARY OF THE EXCHANGE OFFER

The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. For a more detailed description of the registered notes, see "Description of Notes."

The Exchange Offer		We are offering to exchange up to $150,000,000 in aggregate principal amount of our 10³/4% Senior Subordinated Notes due 2009. We issued and sold the restricted notes on February 8, 2001, in reliance on an exemption from registration under the Securities Act. The restricted notes are, and the registered notes will be, an additional issuance of our 10³/4% Senior Subordinated Notes due 2009, of which $200,000,000 originally were issued in 1999 and currently are outstanding.
		We believe that the registered notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration or prospectus delivery provisions of the Securities Act if:
		• you are acquiring the registered notes in the ordinary course of your business; • 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 registered notes issued to you; and • you are not an affiliate, under Rule 405 of the Securities Act, of ours.
Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on , 2001, unless we decide to extend the expiration date.
Conditions to the Exchange Offer		We may end or amend the exchange offer if:
		• any legal proceeding, government action or other adverse development materially impairs our ability to complete the exchange offer;

		• any SEC rule, regulation or interpretation materially impairs the exchange offer; or • we have not obtained all necessary governmental approvals with respect to the exchange offer.
		Please refer to the section in this prospectus entitled "The Exchange Offer—Conditions to the Exchange Offer." We may waive any or all of these conditions. At this time, there are no adverse proceedings, actions or developments pending or, to our knowledge, threatened against us and no governmental approvals are necessary to complete the exchange offer.
Withdrawal Rights		You may withdraw the tender of your restricted notes at any time before 5:00 p.m., New York City time, on , 2001.
Procedures for Tendering Restricted Notes		To participate in the exchange offer, you must: • complete, sign and date the accompanying letter of transmittal, or a facsimile copy of the letter of transmittal; or • tender restricted notes following the procedures for book-entry transfer described on pages .
		You must mail or otherwise deliver the documentation and your restricted notes to Bank One Trust Company, NA, as exchange agent, at one of the addresses listed on the letter of transmittal.
Special Procedures for Beneficial Owners		If you hold restricted notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person promptly if you wish to tender restricted notes. Please refer to the section in this prospectus entitled, "The Exchange Offer—Procedures for Tendering Restricted Notes."
Guaranteed Delivery Procedures		If you wish to tender your restricted notes and you cannot get required documents to the exchange agent on time, or you cannot complete the procedure for book-entry transfer on time, you may tender your restricted notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Procedures for Tendering Restricted Notes."
Federal Income Tax Consequences		The exchange of notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section in this prospectus entitled "Certain U.S. Federal Tax Considerations."
Exchange Agent		Bank One Trust Company, NA is serving as exchange agent in the exchange offer. Please refer to the section in this prospectus entitled "The Exchange Offer—Exchange Agent."

SUMMARY OF THE REGISTERED NOTES

We use the term "notes" when describing provisions that apply to the original notes, the restricted notes and the registered notes. The registered notes will evidence the same debt as the restricted notes. The same indenture will govern the original notes, the restricted notes and the registered notes. Please refer to the section in this prospectus entitled "Description of Notes."

Issuer		Argosy Gaming Company.
Notes Offered		$150,000,000 aggregate principal amount of 10³/4% Senior Subordinated Notes.
Maturity Date		June 1, 2009.
Interest Rate		10³/4% per year.
Interest Payment Dates		June 1 and December 1, beginning on June 1, 2001. Interest will accrue from the issue date of the restricted notes.
Subsidiary Guarantees		Substantially all of our wholly-owned operating subsidiaries guarantee the original notes and the restricted notes and will guarantee the registered notes. In addition, any of our subsidiaries that become guarantors under our senior credit facility will guarantee the notes. If Argosy Gaming Company cannot make payments on the notes when they are due, the subsidiary guarantors must make them instead.
Ranking		The registered notes and subsidiary guarantees will be, and the original notes, the restricted notes and existing subsidiary guarantees are, unsecured senior subordinated obligations of Argosy Gaming Company and the subsidiary guarantors, respectively. The registered notes will rank, and the original notes and the restricted notes rank, junior to all of the senior indebtedness of Argosy Gaming Company, including borrowings under our credit facility, and the subsidiary guarantees will rank junior to the senior indebtedness of the subsidiary guarantors.
Optional Redemption		We may redeem some or all of the notes beginning on June 1, 2004, at the redemption prices described in the "Description of Notes" section under the heading "Optional Redemption," plus accrued interest to the date of redemption. Before June 1, 2002, we may redeem up to 35% of the notes with the proceeds of one or more public offerings of our capital stock at the redemption price listed in the section "Description of Notes" under the heading "Optional Redemption." However, we may only make such redemptions if at least 65% of the aggregate principal amount of notes remains outstanding after each redemption.
Mandatory Offer to Repurchase		If we experience specific kinds of changes of control, or under certain circumstances, if we sell assets, we must offer to repurchase the notes at the prices listed in "Description of Notes."
Certain Covenants		The indenture contains covenants that limit our ability to: • borrow money; • pay dividends on, redeem or repurchase our capital stock; • make investments; • incur liens on our assets to secure debt; • merge or consolidate with another company; and • transfer or sell our assets.
		These covenants are subject to important exceptions and qualifications that are described in "Description of Notes" under the heading "Certain Covenants."

Covenants Relating to Sale of Lawrenceburg Interests

The indenture provides that upon certain sales of our partnership interest in, or the assets of, the Lawrenceburg partnership, we must either make an offer to repurchase an amount of notes such that the Debt to EBITDA Ratio would be no greater than 3.5 to 1, or we may call all, but not less than all of the notes, in each case at the prices listed in the section "Description of Notes—Covenants—Repurchase of Notes in Connection with Sale of Lawrenceburg Interest." Certain other sales of such partnership interest or assets will require us to comply with the covenant described below under "Description of Notes—Covenants—Limitation on Asset Sales."

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data has been derived from our consolidated financial statements and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and consolidated financial statements and notes thereto, included elsewhere in this prospectus. The summary pro forma consolidated financial data have been derived from the unaudited pro forma consolidated financial statements included elsewhere in this prospectus, which have been prepared by applying certain pro forma adjustments resulting from the offering of the restricted notes, borrowings of $213.6 million under the credit facility and the purchase of the minority interests in the Lawrenceburg casino for $365 million. The pro forma data assumes that these transactions occurred on January 1, 2000, in the case of Statements of Operations Data for the year ended December 31, 2000, and as of December 31, 2000, in the case of the Balance Sheet Data. The pro forma consolidated financial statements are presented for information purposes only and have been derived from, and should be read in connection with, our consolidated financial statements, including the notes thereto. For additional information regarding the pro forma consolidated financial statements see "Pro Forma Consolidated Financial Data" included elsewhere in this prospectus.

		Years Ended December 31,
		Years Ended December 31,									Pro Forma 2000
		1998			1999			2000			Pro Forma 2000
		(in thousands)
Statements of Operations Data:
Casino revenues		$	473,505		$	559,147		$	658,883		$	658,883
Net revenues			506,668			594,554			694,844			694,844
Income from operations			87,811			123,025			151,556			150,891
Interest expense			57,487			48,594			34,768			69,224
Minority interests			(26,205	)		(34,975	)		(40,466	)		(677	)
Net income			6,561			11,506			45,375			48,176
Other Data:
EBITDA(a)		$	121,247		$	157,083		$	194,450		$	201,102
Adjusted EBITDA(b)			81,535			111,312			144,976			201,102
Depreciation and amortization			33,436			34,058			36,094			43,411
Capital expenditures			34,051			37,162			33,229			33,229
Cash provided by (used in):
	Operating activities		81,663			126,653			157,787
	Investing activities		(14,181	)		(37,144	)		(43,998	)
	Financing activities		(36,979	)		(132,276	)		(101,505	)
Ratio of EBITDA to interest expense			2.1	x		3.2	x		5.6	x		2.9	x
Ratio of total debt to LTM EBITDA			3.5	x		2.4	x		1.4	x		3.2	x
Ratio of Adjusted EBITDA to Adjusted Interest Expense(b)			1.7	x		2.6	x		4.7	x		2.9	x
Ratio of Adjusted Total Debt to Adjusted LTM EBITDA(b)			4.5	x		3.1	x		1.8	x		3.2	x
Ratio of earnings to fixed charges(c)			1.5	x		2.4	x		3.9	x		2.1	x

	As of December 31,
	As of December 31,						Pro Forma 2000
	1998		1999		2000		Pro Forma 2000
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	89,857	$	47,090	$	59,374	$	59,374
Total assets		562,752		566,860		537,236		838,738
Long-term debt including current maturities		424,000		379,373		276,336		639,898
Total stockholders' equity		40,863		58,245		103,952		103,952

See footnotes on following page.

(a): EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA should not be construed as an alternative to operating income or net income (as determined in accordance with generally accepted accounting principles) as an indicator of the Company's operating performance, or as an alternative to cash flows generated by operating, investing and financing activities (as an indicator of cash flow or a measure of liquidity). EBITDA is presented solely as a supplemental disclosure because management believes that it is a widely used measure of operating performance in the gaming industry and for companies with a significant amount of depreciation and amortization. EBITDA may not be comparable to similarly titled measures reported by other companies. The Company has other significant uses of cash flows, including debt service and capital expenditures, which are not reflected in EBITDA.
(b): The following table reflects adjustments necessary to calculate Adjusted EBITDA, Adjusted Total Debt and Adjusted Interest Expense after consideration of the Lawrenceburg minority interests. Adjusted EBITDA is presented to reflect the elimination of that portion of EBITDA that is attributable to the minority partners of the Lawrenceburg casino. Similarly, Adjusted Total Debt and total interest expense eliminate that portion of total debt and total interest expense owed or attributable to the minority partners of the Lawrenceburg casino. The pro forma other data reflects no adjustments as we will own 100% of the Lawrenceburg casino.

	Years Ended December 31,
	1998			1999			2000
	(in thousands)
EBITDA
As reported	$	121,247		$	157,083		$	194,450
Deduct EBITDA attributable to Lawrenceburg minority interests		(39,712	)		(45,771	)		(49,474	)

Adjusted EBITDA	$	81,535		$	111,312		$	144,976

Total Debt
As reported	$	424,000		$	379,373		$	276,336
Deduct Lawrenceburg partner loans		(45,196	)		(28,911	)		(9,081	)
Deduct 42.5% Lawrenceburg vessel loan		(9,225	)		(7,622	)		(5,960	)

Adjusted Total Debt	$	369,579		$	342,840		$	261,295

Total Interest Expense
As reported	$	57,487		$	48,594		$	34,768
Deduct interest on Lawrenceburg partner loans		(8,166	)		(5,121	)		(2,915	)
Deduct 42.5% of interest on Lawrenceburg vessel loan		(945	)		(807	)		(723	)

Adjusted Total Interest Expense	$	48,376		$	42,666		$	31,130

(c): The ratio of earnings to fixed charges has been computed by dividing earnings available for fixed charges (income before income taxes plus fixed charges less capitalized interest and preferred equity return to Lawrenceburg partner, if applicable) by fixed charges (interest expense plus capitalized interest plus preferred equity return to Lawrenceburg partner, if applicable, and one third of rental expense (the portion deemed representative of the interest factor)).

SUMMARY OPERATING DATA

		As of December 31, 2000
		Casino Square Footage	Slot and Video Poker Machines	Gaming Tables
Property
Argosy Casino Lawrenceburg		74,300	2,100	100
Alton Belle Casino		26,500	950	30
Argosy Casino of Greater Kansas City		36,000	1,110	35
Argosy Casino — Baton Rouge		28,000	790	40
Belle of Sioux City Casino		12,500	430	20

	Total	177,300	5,380	225

		Years Ended December 31,
		1998			1999			2000
		(in thousands)
Casino Revenues
Argosy Casino Lawrenceburg		$	264,352		$	308,316		$	344,013
Alton Belle Casino			67,798			84,664			112,077
Argosy Casino of Greater Kansas City			71,955			84,892			97,049
Argosy Casino — Baton Rouge			46,828			53,262			70,943
Belle of Sioux City Casino			22,572			28,013			34,801

	Total	$	473,505		$	559,147		$	658,883

Net Revenues
Argosy Casino Lawrenceburg		$	284,721		$	332,235		$	367,743
Alton Belle Casino			72,064			88,079			115,732
Argosy Casino of Greater Kansas City			76,960			89,813			101,791
Argosy Casino — Baton Rouge			49,054			55,110			72,995
Belle of Sioux City Casino			23,526			28,889			35,814
Other			343			428			769

	Total	$	506,668		$	594,554		$	694,844

Income (loss) from Operations
Argosy Casino Lawrenceburg		$	87,907		$	103,295		$	111,991
Alton Belle Casino			13,850			23,115			32,155
Argosy Casino of Greater Kansas City			5,369			12,564			17,803
Argosy Casino — Baton Rouge			(3,381	)		1,129			11,947
Belle of Sioux City Casino			1,919			4,570			6,708
Jazz(a)			(6,312	)		(5,118	)		(5,103	)
Corporate			(9,990	)		(15,113	)		(15,516	)
Other			(1,551	)		(1,417	)		(1,629	)

	Total(b)	$	87,811		$	123,025		$	158,356

EBITDA(c):
Argosy Casino Lawrenceburg		$	105,674		$	123,083		$	133,039
Alton Belle Casino			17,835			27,388			38,016
Argosy Casino of Greater Kansas City			11,293			18,252			23,368
Argosy Casino — Baton Rouge			1,891			6,348			16,384
Belle of Sioux City Casino			3,016			5,838			8,277
Jazz(a)			(3,633	)		(2,417	)		(2,385	)
Corporate			(9,436	)		(15,082	)		(15,142	)
Lawrenceburg financial advisory fee(d)			(5,200	)		(6,154	)		(6,652	)
Other			(193	)		(173	)		(455	)

	Total(b)	$	121,247		$	157,083		$	194,450

See footnotes on following page.

(a): Jazz Enterprises, Inc. is our wholly-owned subsidiary that owns Catfish Town.
(b): Excludes a $6.8 million pre-tax charge related to the write-off of the landing facility previously used at our Alton property for the year ended December 31, 2000.
(c): EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA should not be construed as an alternative to operating income or net income (as determined in accordance with generally accepted accounting principles) as an indicator of the Company's operating performance, or as an alternative to cash flows generated by operating, investing and financing activities (as an indicator of cash flow or a measure of liquidity). EBITDA is presented solely as a supplemental disclosure because management believes that it is a widely used measure of operating performance in the gaming industry and for companies with a significant amount of depreciation and amortization. EBITDA may not be comparable to similarly titled measures reported by other companies. The Company has other significant uses of cash flows, including debt service and capital expenditures, which are not reflected in EBITDA.
(d): Through February 22, 2001, our Lawrenceburg subsidiary paid a financial advisory fee equal to 5.0% of its EBITDA to a minority partner.

RISK FACTORS

You should carefully consider the following factors and other information in this prospectus before deciding to tender your restricted notes in the exchange offer.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under these additional registered notes.

After we borrowed under the amended and restated credit facility and sold our restricted notes to fund our acquisitions of the Lawrenceburg casino minority partnership interests, we had a substantial amount of indebtedness. The following chart shows certain important credit statistics and is presented assuming we had borrowed under our credit facility and sold our restricted notes as of the date or at the beginning of the period specified below and applied the proceeds as described under "Capitalization," included elsewhere in this prospectus:

	December 31, 2000 (unaudited)
	Actual		Pro Forma As Adjusted
	(in thousands)
Long term debt, including current portion	$	276,336	$	639,898
Stockholders' equity		103,952		103,952
Debt to capitalization ratio		.73x		.86x
Ratio of earnings to fixed charges		3.9x		2.1x

Our substantial indebtedness could have important consequences to you. For example, it could:

•: make it more difficult for us to perform our obligations with respect to these registered notes;
•: increase our vulnerability to general adverse economic and industry conditions;
•: require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing amounts available for working capital, capital expenditures and other general corporate purposes;
•: limit our flexibility in planning for, or reacting to changes in our business and the industry in which we operate;
•: place us at a competitive disadvantage compared to our competitors that have less debt; and
•: limit our ability to borrow additional funds.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes and the credit facility, will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including these registered notes, or to fund our other liquidity needs including the possible expansions and maintenance of our riverboat casinos and future developments. We may need to refinance all or a portion of our indebtedness, including the notes and the credit facility, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the notes and our credit facility, on commercially reasonable terms or at all.

Despite our significant indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. In connection with the purchases of Conseco's and Centaur's minority interests in the Lawrenceburg partnership, we amended and restated our credit facility to, among other things, increase the borrowing availability to fund these purchases. All of the borrowings under our amended and restated credit facility will be senior to the notes and the guarantees of our subsidiary guarantors. If additional new debt is added to our current debt levels, the related risks that we now face could intensify.

Your right to receive payments on these registered notes will be junior to the credit facility and possibly all of our future borrowings. Further, the guarantees of these registered notes will be junior to all of the guarantor subsidiaries' existing indebtedness to the subsidiaries' guarantees of the credit facility and possibly to all of their future borrowings.

These registered notes will be, and the original notes and restricted notes are, junior to all of our existing and future indebtedness, other than trade payables and any future indebtedness that expressly provides that it ranks equal with or junior to the notes. The guarantees will be junior to all of the guarantor subsidiaries' existing and future indebtedness, other than trade payables and any future indebtedness that expressly provides that it ranks equal with or junior to the guarantees. As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or a subsidiary guarantor, the holders of senior indebtedness will be entitled to be paid in full in cash before any payment may be made on the notes or the guarantees.

In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default under the credit facility and may be blocked for up to 179 of 360 consecutive days in the event of non-payment defaults on senior debt. In the event of a default on the notes and any resulting acceleration of the notes, the holders of senior indebtedness then outstanding will be entitled to payment in full in cash of all obligations in respect of such senior indebtedness before any payment or distribution may be made with respect to the notes.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, you will participate with trade creditors and all other holders of subordinated indebtedness in the assets remaining after we have paid all of the senior debt. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, you may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we may not have sufficient funds to pay all of our creditors and holders of notes may receive less, ratably, than the holders of senior debt.

Assuming we had amended and restated the credit facility to increase the borrowing availability to $400 million, completed this offering and purchased the minority interests in our Lawrenceburg casino as of December 31, 2000, the notes would have been subordinated to $275.1 million of senior debt, including $261.0 million under the amended and restated credit facility, and approximately $139.0 million would have been available for borrowing as additional senior debt under the amended and restated credit facility. Since some of our subsidiaries will not guarantee the notes, the 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. The notes will be effectively junior to the debt and other liabilities, including trade payables, of our non-guarantor subsidiaries. As of December 31, 2000, after giving pro forma effect to our acquisition of the Lawrenceburg minority interests, our non-guarantor subsidiaries would have had no outstanding debt and other liabilities. We also will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture governing the notes.

In addition to the registered notes being junior to our credit facility and possibly all of our future borrowings, the registered notes will not be secured by any of our assets. Further, our assets secure our credit facility and possibly other debt.

In addition to being subordinated to all of our existing and future indebtedness, other than trade payables and any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes, these registered notes will not be, and the original notes and restricted notes are not, secured by any of our assets or any of the assets of our guarantor subsidiaries. Our obligations under the credit facility are secured by liens on substantially all of our assets. If we become insolvent or are liquidated, or if payment under the credit facility or of other secured obligations is accelerated, the lenders under the credit facility or the obligees with respect to the other secured obligations will be entitled to exercise the remedies available to a secured lender under applicable law and the applicable agreements and instruments. Accordingly, our secured lenders will have a prior claim with respect to our pledged assets and the assets of the guarantor subsidiaries and there may not be sufficient assets remaining to pay amounts due on the notes then outstanding or to satisfy the obligations under the guarantees.

Restrictive covenants in our credit facility and the indenture may restrict our ability to pursue our business strategies. Our ability to comply with these restrictions depends on many factors beyond our control.

The indenture and our credit facility include certain restrictive covenants that, among other things, restrict our ability to:

•: borrow money;
•: pay dividends on, redeem or repurchase our capital stock;
•: make investments;
•: incur liens on our assets to secure debt;
•: merge or consolidate with another company; and
•: transfer or sell our assets.

We are also required by our credit facility to maintain certain financial ratios, including maximum debt to EBITDA ratios and minimum fixed charge coverage ratios. All of these restrictive covenants may restrict our ability to make capital expenditures or to pursue other business strategies. Our ability to comply with these and other provisions of the indenture and the credit facility may be affected by changes in business condition or results of operations, adverse regulatory developments or other events beyond our control. The breach of any of these covenants could result in a default under our indebtedness, which could cause those obligations to become due and payable. If we default under our credit facility, we could be prohibited from making payments with respect to the notes until the default is cured or all indebtedness under the credit facility or other senior debt is paid in full. If our indebtedness were to be accelerated, there can be no assurance that we would be able to repay it.

Our ability to service our debt is substantially dependent on the continued success of our Lawrenceburg casino.

During the year ended December 31, 2000, the Lawrenceburg casino represented 53% of our net revenues and 65% of our EBITDA, after taking into consideration management fees paid to a minority partner. Our ability to meet our operating and debt service requirements is substantially dependent upon the continued success of the Lawrenceburg casino. The Lawrenceburg casino's operations could be adversely affected by numerous factors including,

•: increased competition;

•: changes in applicable gaming or taxation regulations;
•: adoption of gaming in the adjacent states of Ohio or Kentucky; and
•: the occurrence of natural disasters, including flooding along the Ohio River.

We face intense competition in each of our gaming markets.

The United States gaming industry is intensely competitive and features many participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery and poker machines not located in casinos, Native American gaming and other forms of gambling in the United States. Gaming competition is particularly intense in each of the markets where we operate. Historically, we have been an early entrant in each of our markets; however, as competing properties have opened, our operating results in each of these markets have been negatively affected. Many of our competitors have more gaming industry experience, are larger and have significantly greater financial and other resources. In addition, some of our direct competitors in certain markets may have superior facilities and/or operating conditions in terms of: (1) amenities offered at the gaming facility and the related support and entertainment facilities; (2) convenient parking facilities; (3) a location more favorably situated to the population base of a market and ease of accessibility to the casino site; and (4) favorable tax or regulatory factors.

There could be further competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. We expect each market in which we participate to be highly competitive. The following paragraphs summarize the specific competitive environment in which each of our riverboat casinos operate.

Argosy Casino Lawrenceburg. The Lawrenceburg casino currently faces competition from two riverboat casinos in the Cincinnati market, the most recent of which opened in October 2000 approximately 40 miles from Lawrenceburg in Switzerland County, Indiana. In addition, a riverboat casino operates in the Louisville, Kentucky area approximately 100 miles from Lawrenceburg.

Alton Belle Casino. Our Alton casino faces competition from five riverboat casino companies currently operating in the St. Louis area. Four of these competitors are located in Missouri and one is located in Illinois.

Argosy Casino of Greater Kansas City. Our casino in Kansas City faces competition from three casinos in the Kansas City area.

Argosy Casino — Baton Rouge. Our Baton Rouge casino faces competition from a casino located in downtown Baton Rouge, a nearby Native American casino and operators of video poker machines in non-casino locations in certain contiguous East Baton Rouge parishes.

Belle of Sioux City. We compete with certain providers and operators of video gaming in the neighboring state of South Dakota. In addition, we face competition from two land-based Native American casinos, slot machines at a pari-mutuel race track in Council Bluffs, Iowa and two riverboat casinos in the Council Bluffs, Iowa/Omaha, Nebraska market.

Potential for Future Competition. Casino gaming is currently prohibited or restricted in several states adjacent to Indiana, Iowa and Missouri. As a result, residents of these states, principally Ohio, Kentucky, Nebraska and Kansas, comprise a significant portion of the patrons at our Lawrenceburg, Sioux City and Kansas City casinos. The legalization of casino gaming in Ohio or Kentucky would increase competition with respect to the Lawrenceburg casino because a substantial portion of the Lawrenceburg casino's customers live in Ohio and Kentucky. The legalization of casino gaming in

Kansas would increase competition with respect to our Kansas City casino because residents of Kansas comprise a significant portion of our target market.

Our operations are strictly regulated by state and local authorities.

Licensing and Regulation by Gaming and Local Authorities. The ownership and operation of casino gaming facilities are subject to extensive state and local regulation. These regulations apply not only to us, but also to our subsidiaries, stockholders and officers and directors. The Illinois Gaming Board, the Indiana Gaming Commission, the Iowa Racing and Gaming Commission, the Louisiana Gaming Control Board and the Missouri Gaming Commission (herein collectively referred to as "Applicable Gaming Commissions") have broad discretion to, among other things, limit, condition, suspend, fail to renew or revoke a gaming license or approval to own an equity interest in us or our subsidiaries, for any cause they deem reasonable. The suspension, failure to renew or revocation of any of our licenses or the levy on us of substantial fines or forfeiture of assets would have a material adverse effect on our business.

To date, we have obtained all governmental licenses, registrations, permits and approvals necessary for the operation of our current gaming activities. Gaming licenses and related approvals are deemed to be privileges under the laws of our licensing states. We cannot assure you that the Applicable Gaming Commissions will renew or not revoke our existing licenses or that they will grant us any new licenses, permits or approvals that may be required in the future. In addition, the loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for a license in another jurisdiction.

The approval of the Applicable Gaming Commissions is required for any material debt or equity financing. Although we obtained approval for the issuance of the restricted notes, we cannot assure you that we will obtain the required approvals for future financings.

Risk of Adverse Changes in Laws and Regulations. Regulations governing the conduct of gaming activities and the obligations of gaming companies in any jurisdiction in which we have gaming operations are subject to change and could impose additional operating, financial or other burdens on the way we conduct our business. Moreover, legislation to prohibit or limit gaming may be introduced in the future in states where gaming has been legalized. The enactment of any such legislation or adverse regulatory changes in jurisdictions where we operate gaming facilities could have a material adverse effect on our business.

Gaming Taxation and Fees. We believe that the prospect of significant additional tax revenue is one of the primary reasons why new jurisdictions have legalized gaming. As a result, gaming operators are typically subject to significant taxes and fees in addition to normal federal and state corporate income taxes. These taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations and will likely incur similar burdens in any other jurisdiction in which we conduct gaming operations in the future. Any material increase, or the adoption of additional taxes or fees, could have a material adverse effect on our future financial results.

For example, on January 25, 2001, the Indiana House of Representatives approved a bill that if enacted would, among other things, significantly increase the amount of taxes we pay on gaming revenues generated by our Lawrenceburg casino. The proposed legislation calls for a graduated tax structure on gaming revenues with a top bracket tax of 32.5% on gaming revenues above $125 million. The bill also calls for an increase in the per person admission tax for riverboat operations from $3 to $4. In addition to the tax increases, the proposed legislation would eliminate existing restrictions on owning more than one Indiana casino and allow each riverboat county to hold a referendum to allow dockside gaming in that county. After being heard and amended in the Indiana Senate Rules Committee, the amended bill was defeated on March 28, 2001. Nonetheless, provisions of the bill as it passed the Indiana House of Representatives are eligible for inclusion in existing bills during the

forthcoming conference committee process. During this process, the bill's provisions, including the level, if any, of any tax increases, may be altered. The Indiana General Assembly's regular session must adjourn by April 29, 2001. If the bill were enacted into law in its current form, it would have a material adverse effect on our future operating results. For example, assuming the legislation was effective January 1, 2000, the Lawrenceburg casino's 2000 EBITDA would have been reduced by approximately $41 million. This estimated impact gives no effect to additional gaming revenues that could be generated through dockside operations because approval of dockside gaming by county referendum, if obtained, would not be likely to occur before 2002. In our experience, early stage bills are subject to numerous changes as they proceed through the legislative process. As a result, we are unable to predict whether the House bill will be enacted into law, if at all, in its current form or with significant modifications.

In similar fashion, on March 27, 2001, the governor of Louisiana signed into law a bill that will increase the gaming tax on all riverboat operators in the state from 18.5% to 21.5%, effective April 1, 2001. The new law also permits dockside gaming, allowing our customers unlimited ingress and egress, and eliminating the three hour cruising requirements. In the event that the incremental benefit from increased revenues generated by anticipated additional customers would be insufficient to fund the payment of these additional taxes, this tax increase would adversely affect our operations.

A successful challenge to the 1999 Illinois legislation authorizing dockside gaming could require us to eliminate dockside gaming operations.

In June 1999, Illinois passed an amendment to the Illinois Riverboat Gambling Act to permit casinos to offer continuous dockside gaming with unlimited ingress and egress. In addition to legalizing dockside gaming, the amendment authorized the grant of a gaming license to certain persons to develop and operate a casino in Rosemont, Illinois. A group of plaintiffs filed a lawsuit requesting the court to declare that the 1999 amendment violates the Illinois and U.S. constitutions because the grant of the Rosemont license amounted to "special legislation." If a court invalidates the grant of the Rosemont license, all of the provisions of the 1999 amendment, including the provisions legalizing dockside gaming, would be invalidated. In such event, we would be required to resume cruising and suspend our dockside gaming activities at our Alton casino until such time as the Illinois legislature passed a law reauthorizing dockside gaming. On January 25, 2001, the court dismissed the lawsuit concluding that the plaintiffs lacked standing and on January 30, 2001, the Illinois Gaming Board denied the Rosemont group's application for an Illinois gaming license. Because we anticipate that both groups will appeal these rulings, we are unable to determine what the ultimate resolution of these matters will be. The loss of dockside gaming at our Alton casino, however, would adversely affect our financial results.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if the guarantor at the time it incurred the indebtedness evidenced by its guarantee:

•: received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and was insolvent or rendered insolvent by reason of such incurrence;
•: 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 such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•: the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
•: if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
•: it could not pay its debts as they become due.

The indenture requires that future subsidiaries guarantee the notes. These considerations will also apply to these guarantees.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, and its guarantee of our credit facility will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

Our credit facility prohibits us from purchasing any notes. Further, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of change of control events specified in the indenture, we are required to offer to repurchase all outstanding notes. Certain important corporate events such as leveraged recapitalizations, do not constitute a change of control under the indenture. The terms of our credit facility generally prohibit us from purchasing any notes and also provide that specific change of control events will be a default under that agreement. Any future credit or other debt agreements to which we become a party may contain similar restrictions and provisions. If a change of control occurs at a time when we are prohibited from purchasing notes, we could seek the consent of our lenders to purchase the notes or we could attempt to refinance the debt that contains that prohibition. However, we cannot assure you that we will be able to obtain lender consent or refinance those borrowings. Even if such a consent were obtained or the debt is refinanced, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes. Our failure to purchase the notes would be a default under the indenture that would, in turn, be a default under our credit facility and, potentially, other senior debt. If the senior debt were to be accelerated, we may be unable to repay these amounts and make the required repurchase of notes. See "Description of Notes — Repurchase at the Option of Holders."

Acquisitions could have a material adverse effect on our business, results of operations or financial condition.

We may, from time to time, pursue acquisitions of businesses that complement or expand our existing business. We evaluate potential acquisition opportunities from time to time, including those that could be material in size and scope. There can be no assurance that the anticipated economic, operational and other benefits of any future acquisition will be achieved. In addition, acquisitions may involve the expenditure of significant funds and involve a number of risks, including diversion of management attention, unanticipated problems, liabilities or contingencies and risks of entering markets in which we have limited or no direct expertise. The occurrence of some or all of these events could have a material adverse effect on our business, results of operations or financial condition. We cannot

assure you that if one or more acquisitions are completed, the acquired businesses will generate sufficient revenue to offset the associated costs or other adverse effects.

Flooding, mechanical failure, severe weather conditions or collision could decrease attendance, increase expenses and interrupt service at our riverboat casinos.

Our revenues are generated primarily by gaming operations conducted on riverboat casinos, which are supplemented by dockside entertainment and support facilities. A riverboat or dockside facility could be lost from service for a variety of reasons, including casualty, forces of nature, mechanical failure or extended or extraordinary maintenance. In addition, our riverboats are subject to risks generally associated with the movement of vessels on inland waterways, including risks of collision or casualty due to river turbulence and traffic.

The areas in which our riverboats operate are subject to periodic flooding that has caused us to experience decreased attendance and increased operating expenses. Any flood or other severe weather condition could lead to the loss of use of a riverboat or dockside facility for an extended period. Although we have business interruption insurance at our properties and our land-based assets are covered by flood insurance, the loss of any riverboat from service, the inability to use a dockside facility or the loss of parking or land-based facilities could have a material adverse effect on our financial results.

U.S. Coast Guard regulations require a hull inspection for all riverboats at five-year intervals. In the event that one of our riverboats failed its inspection, the regulations would require us to remove the vessel from service for repairs.

You may find it difficult to sell your registered notes because no public trading market for these registered notes exists.

No public market exists for the registered notes, and a market offering liquidity may never develop. The registered notes will be registered under the Securities Act, but we do not intend to list the registered notes on any national securities exchange or to seek the admission of the registered notes for quotation through the Nasdaq Stock Market, Inc. In addition, the registered notes will not be eligible for trading on the PORTAL Market. If the registered notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities, our performance and other factors. You cannot be sure that an active trading market will develop for these registered notes. You also should be aware that you may be required to bear the financial risks of such investment for an indefinite period of time.

General declines in the market for similar securities may also adversely affect the liquidity of, and trading market for, the registered notes. Such a decline may adversely affect such liquidity and trading markets independent of our financial performance and prospects.

If you do not exchange your restricted notes for registered notes, your notes will continue to have restrictions on transfer.

If you do not exchange your restricted notes for registered notes in the exchange offer, or if your restricted notes are tendered but not accepted, your notes will continue to have restrictions on transfer. In general, you may offer or sell any restricted notes only if the notes are registered under the Securities Act and applicable state laws, or resold under an exemption from these laws. We do not intend to register the restricted notes under the Securities Act, other than in the limited circumstances described in the registration rights agreement discussed in the section "Description of Notes — Registration Rights."

The issuance of the registered notes may adversely affect the market for restricted notes.

If restricted notes are tendered for exchange, the trading market for untendered and tendered but unaccepted restricted notes could be adversely affected. Please refer to the section in this prospectus entitled "The Exchange Offer — Consequences of Failure to Exchange."

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2000, and on a pro forma as adjusted basis to give effect to the issuance of the restricted notes, additional borrowings under the amended and restated credit facility and application of proceeds to purchase the minority interests in our Lawrenceburg casino as described in this prospectus as if they had occurred on December 31, 2000. See "Pro Forma Consolidated Financial Data." Please read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes included in this prospectus.

		December 31, 2000
		Actual		Pro Forma As Adjusted
		(in thousands)
Cash and cash equivalents		$	59,374	$	59,374

Current maturities of long-term debt		$	23,775	$	14,694

Long-term debt
	Credit facility(a)		47,400		261,043
	10³/4% Senior Subordinated Notes due 2009(b)		200,000		359,000
	Other		5,161		5,161

	Total long-term debt		252,561		625,204

Minority interests			64,035		—

Stockholders' equity:
	Common stock; $.01 par value per share; 60,000,000 shares authorized; 28,394,423 shares issued and outstanding		284		284
	Capital in excess of par		80,693		80,693
	Retained earnings		22,975		22,975

	Total stockholders' equity		103,952		103,952

	Total capitalization	$	444,323	$	743,850

(a): In connection with the purchases of the minority interests in our Lawrenceburg casino, we amended and restated our credit facility to, among other things, increase borrowing availability to $400 million. On a pro forma as adjusted basis, amounts available for future borrowings under the amended and restated credit facility would have been approximately $139.0 million, subject to certain borrowing conditions. See "Description of Certain Indebtedness."
(b): Includes unamortized premium of $9.0 million.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Our selected consolidated financial data presented below under the captions "Statements of Operations Data" and "Balance Sheet Data" for and as of the end of each of the five years ended December 31, 2000 are derived from our Consolidated Financial Statements, which have been audited by Ernst & Young LLP, independent auditors. You should read the following information in conjunction with the consolidated financial statements and notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and related notes included elsewhere in this prospectus.

		Years Ended December 31,
		1996			1997			1998			1999			2000
		(in thousands, except per share data and ratios)
Statements of Operations Data:
Revenues:
Casino		$	228,388		$	319,830		$	473,505		$	559,147		$	658,883
Admissions			2,759			7,895			16,025			18,893			18,998
Food, beverage and other			29,212			34,836			51,057			57,998			66,146

			260,359			362,561			540,587			636,038			744,027
Less: promotional allowances			(15,542	)		(18,478	)		(33,919	)		(41,484	)		(49,183	)

	Net revenues		244,817			344,083			506,668			594,554			694,844
Costs and expenses:
Casino			121,004			163,935			221,682			250,559			287,770
Food, beverage and other			23,769			29,962			40,550			41,528			46,575
Other operating expenses			19,111			28,695			26,639			27,866			30,230
Selling, general and administrative			52,048			69,725			96,041			117,003			135,819
Depreciation and amortization			22,416			33,292			33,436			34,058			36,094
Development and preopening			12,365			594			509			515			—
Other(a)			4,855			11,350			—			—			6,800

	Income (loss) from operations		(10,751	)		6,530			87,811			123,025			151,556

Interest expense, net			(30,607	)		(41,179	)		(53,905	)		(45,724	)		(33,400	)

Income (loss) before minority interests, income taxes and extraordinary item			(41,358	)		(34,649	)		33,906			77,301			118,156
Minority interests			4,879			(6,916	)		(26,205	)		(34,975	)		(40,466	)
Income tax (expense) benefit			12,530			1,352			(1,140	)		(5,900	)		(31,161	)
Extraordinary loss on extinguishment of debt (net of income tax benefit of $594, $13,500, $0, $0, $800)			(890	)		—			—			(24,920	)		(1,154	)

Net income (loss)			(24,839	)		(40,213	)		6,561			11,506			45,375
Preferred stock dividends and accretion			—			—			(820	)		(27	)		—

Net income (loss) attributable to common shareholders		$	(24,839	)	$	(40,213	)	$	5,741		$	11,479		$	45,375

Diluted income (loss) per share		$	(1.02	)	$	(1.65	)	$	0.23		$	0.40		$	1.56
Shares outstanding			24,333			24,498			25,830			28,325			28,394
Ratio of earnings to fixed charges(b)(c)			—			—			1.5x			2.4x			3.9x

	As of December 31,
	1996		1997		1998		1999		2000
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	38,284	$	59,354	$	89,857	$	47,090	$	59,374
Total assets		532,159		559,856		562,752		566,860		537,236
Long-term debt including current maturities		380,208		449,790		424,000		379,373		276,336
Total stockholders' equity		72,701		32,663		40,863		58,245		103,952

(a): Other includes nonrecurring charges in 1996 related to lease termination costs and referendum expenses, in 1997 related to severance costs and write-down of assets held for sale and in 2000 related to write-down of assets held for sale.
(b): The ratio of earnings to fixed charges has been computed by dividing earnings available for fixed charges (income before income taxes plus fixed charges less capitalized interest and preferred equity return to Lawrenceburg partner) by fixed charges (interest expenses plus capitalized interest plus preferred equity return to Lawrenceburg partner and one third of rental expense (the portion deemed representative of the interest factor)).
(c): Our earnings were inadequate to cover fixed charges for the years ended 1996 and 1997 by approximately $45.9 million and $45.3 million, respectively.

PRO FORMA CONSOLIDATED FINANCIAL DATA

Our historical consolidated financial data as of December 31, 2000, and for the year then ended, are derived from our Consolidated Financial Statements, which have been audited by Ernst & Young LLP, independent auditors. The historical financial statements for this period includes the results for the Lawrenceburg partnership on a consolidated basis with a deduction for the 42.5% minority interest in this partnership. The historical balance sheet data at December 31, 2000 have been derived from the audited consolidated financial statements which are also included in this prospectus.

The pro forma consolidated financial data have been prepared by applying certain pro forma adjustments resulting from our acquisition of the minority interests in the Lawrenceburg partnership, the issuance of $150 million of restricted notes and borrowings of $213.6 million under our amended and restated credit facility. The pro forma data assume that these transactions occurred on January 1, 2000, in the case of the Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2000 and as of December 31, 2000, in the case of the Unaudited Pro Forma Consolidated Balance Sheet. The pro forma consolidated financial data are presented for informational purposes only and have been derived from, and should be read in conjunction with, our historical consolidated financial statements including the notes thereto. The pro forma adjustments, as described in the notes to the pro forma consolidated financial statements, are based on currently available information and certain adjustments that we believe are reasonable. They are not necessarily indicative of our financial position or results of operations that would have occurred had the transactions described above taken place on the dates indicated, nor are they necessarily indicative of future financial position or results of operations.

You should read the following information in conjunction with the consolidated financial statements and notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and related notes included elsewhere in this prospectus.

Unaudited Pro Forma Consolidated Statements of Operations

		Year Ended December 31, 2000
		Historical			Pro Forma Adjustments			As Adjusted Pro Forma
		(in thousands, except per share data)
Revenues:
Casino		$	658,883		$	—		$	658,883
Admissions			18,998			—			18,998
Food, beverage and other			66,146			—			66,146

			744,027			—			744,027
Less: promotional allowances			(49,183	)		—			(49,183	)

	Net revenues		694,844			—			694,844

Costs and expenses:
Casino			287,770			—			287,770
Food, beverage and other			46,575			—			46,575
Other operating expenses			30,230			—			30,230
Selling, general and administrative			135,819			(6,652)	(a)		129,167
Depreciation and amortization			36,094			7,317	(b)		43,411
Write-down of assets held for sale			6,800			—			6,800

			543,288			665			543,953

	Income (loss) from operations		151,556			(665	)		150,891

Interest expense, net			(33,400	)		(34,456)	(c)		(67,856	)

Income (loss) before minority interests, income taxes and extraordinary item			118,156			(35,121	)		83,035
Minority interests			(40,466	)		39,789	(d)		(677	)
Income tax expense			(31,161	)		(1,867)	(e)		(33,028	)
Extraordinary loss on extinguishment of debt			(1,154	)		—			(1,154	)

Net income		$	45,375		$	2,801		$	48,176

Diluted income per share		$	1.56		$	0.09		$	1.65
Shares outstanding			28,394			—			28,394
Ratio of earnings to fixed charges			3.9x			—			2.1x

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

Unaudited Pro Forma Consolidated Balance Sheet

			December 31, 2000
			Historical		Pro Forma Adjustments			As Adjusted Pro Forma
			(in thousands)
Cash and cash equivalents			$	59,374	$	—		$	59,374
Other current assets				12,820		602	(f)		13,422

		Total current assets		72,194		602			72,796
Net property and equipment				397,989		—			397,989
Other assets:
	Deferred finance costs, net			7,767		5,643	(c)		13,410
	Goodwill and other intangible assets, net			56,681		295,257	(b)		351,938
	Other, net			2,605		—			2,605

		Total other assets		67,053		300,900			367,953

Total assets			$	537,236	$	301,502		$	838,738

Current liabilities:
	Accounts payable		$	15,304	$	—		$	15,304
	Other current liabilities			66,611		—			66,611
	Current maturities of long-term debt			23,775		(9,081)	(c)		14,694

		Total current liabilities		105,690		(9,081	)		96,609
Long-term debt				252,561		372,643	(c)		625,204
Deferred income taxes				10,762		1,975	(f)		12,737
Other long-term obligations				236		—			236
Minority interests in equity of consolidated subsidiaries				64,035		(64,035)	(d)		—
Stockholders' equity:
	Common stock $.01 par; 60,000,000 shares authorized; 28,394,423 issued and outstanding at December 31, 2000			284		—			284
	Capital in excess of par			80,693		—			80,693
	Retained earnings			22,975		—			22,975

		Total stockholders' equity		103,952		—			103,952

Total liabilities and stockholders' equity			$	537,236	$	301,502		$	838,738

See Notes to Unaudited Pro Forma Consolidated Financial Statements.

Notes to Unaudited Pro Forma Consolidated Financial Statements (in thousands)

(a): Reflects the reduction in financial advisory fee equal to 5.0% of the Lawrenceburg casino's EBITDA paid to Conseco. Following the purchase of Conseco's minority interest, this financial advisory fee will no longer be paid.
(b): Reflects estimated adjustments to record and amortize goodwill and acquisition costs due to the acquisition of Conseco's 29% and Centaur's 13.5% minority interests in the Lawrenceburg partnership. Goodwill resulting from the acquisition is being amortized over 40 years.

Because we were the majority owner of the Lawrenceburg partnership prior to our acquisition of the minority interests, our historical financial statements include the assets, liabilities and results of operations for the Lawrenceburg partnership on a fully consolidated basis. We have allocated the entire purchase price on a preliminary basis to goodwill. The final purchase price allocation will be based on the fair market value of the tangible and intangible assets acquired and liabilities assumed as compared to the historical balances of such assets and liabilities on the respective transaction dates.

The following table sets forth the purchase price of these minority interests as if they were acquired on December 31, 2000:

		(in thousands)
Conseco minority interest		$	260,000
Centaur minority interest			105,000
Acquisition costs			2,000
Deferred income taxes on minority interest			1,373
Less Conseco partner loan			(9,081	)
Less net book value of minority interest			(64,035	)

	Purchase price allocated to goodwill	$	295,257

Assuming that we purchased the minority interests in the Lawrenceburg partnership as of January 1, 2000 and using a 40 year amortization period, goodwill amortization would have been $7,317 for the year ended December 31, 2000.

(c): Following are the estimated sources and uses of funds necessary to acquire the minority interests as if they were acquired on January 1, 2000:

Sources of Funds:			(in thousands)
	Proceeds from the restricted notes, including unamortized premium of $9.0 million		$	159,000
	Additional credit facility borrowings			213,643

		Total sources of funds	$	372,643

Uses of Funds:
	Purchase of minority interests		$	(365,000	)
	Acquisition costs			(2,000	)
	Financing costs			(5,643	)

		Total uses of funds	$	(372,643	)

The overall estimated change in long-term debt including current maturities at December 31, 2000 is as follows:

	(in thousands)
Proceeds from the restricted notes, including unamortized premium of $9,000	$	159,000
Additional credit facility borrowings		213,643
Less Lawrenceburg partnership loan to Conseco repaid as a part of the minority interest purchase price		(9,081	)

Pro forma adjustment to debt as of December 31, 2000	$	363,562

Pro forma adjustment to interest expense is as follows:

Interest on the restricted notes at 10³/4%	$	16,125
Less amortization of premium on the restricted notes		(1,081	)
Interest on additional line of credit borrowings		19,432
Deferred finance cost amortization		835
Reduction in partner loan interest rate		(1,186	)
Other, net		(749	)

	$	34,456

The pro forma interest expense assumes an effective net interest rate of 9.461% on the restricted notes and 9.12% on the additional line of credit borrowings for the year ended December 31, 2000.

(d): Reflects the elimination of minority interest and minority interest expense attributable to the Lawrenceburg partnership as a result of the acquisition of these minority interests.
(e): Reflects increase in tax expense to result in an effective tax rate of 40% on the incremental pro forma income before income taxes.
(f): Reflects estimated deferred income tax benefit and liability from acquisition of minority partnership interests.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

Through our subsidiaries or joint ventures, we own and operate five riverboat casinos: the Alton Belle Casino, in Alton, Illinois; the Argosy Casino of Greater Kansas City in Riverside, Missouri; the Argosy Casino — Baton Rouge in Baton Rouge, Louisiana; the Belle of Sioux City in Sioux City, Iowa; and the Argosy Casino Lawrenceburg in Lawrenceburg, Indiana.

Our results of operations in 2000 reflect increases in both revenues and operating income for all of our casino properties. This improvement is primarily attributable to the successful execution of our operating strategy, which has been developed with the goal to position us as the premier riverboat casino operator. This strategy includes capitalizing on management's significant experience and expertise in gaming industry operations, continued emphasis on database marketing techniques, and prudently investing in gaming and gaming-related assets for our properties. In addition, revenues for 1999 and 2000 were favorably impacted by regulatory changes in three of our markets: dockside gaming in Alton, Illinois, elimination of video poker at many non-casino sites in Baton Rouge, Louisiana and the advent of open boarding in Missouri. In addition, the results of our Baton Rouge casino were favorably impacted by an elimination of an additional head tax of $2.50 per passenger which ceased on July 29, 1999 when we began construction of a $23 million, 300 room convention hotel at our Baton Rouge property. The hotel opened February 5, 2001. We expect the Baton Rouge casino's revenues will benefit from recently enacted legislation in Louisiana that permits dockside gaming, notwithstanding a related increase in tax on casino revenues from 18.5% to 21.5%.

Although we have recently benefited from favorable regulatory changes, gaming regulations are subject to change at any time and could impose additional operating, financial or other burdens on our business. In addition, gaming taxes and fees represent a significant cost of our operations and are also subject to increase at any time as governmental agencies face additional fiscal pressures. The enactment of any adverse regulatory changes or increases in gaming taxes or fees could adversely affect our operating results.

During December 1999, we replaced our landing facility at our Alton property. In June 2000, we recorded a $6.8 million pre-tax charge to write down the previous landing facility as it was determined that we had no planned use for the landing facility.

During 1999, we recorded an extraordinary loss of $24.9 million (net of a $13.5 million tax benefit) related to the early extinguishment of debt. Also, during 1999, we recognized a $10.0 million tax benefit representing prior federal income tax net operating losses that are expected to be utilized in 2000. During the second quarter of 2000, we recorded an extraordinary loss of $1.2 million (net of a $0.8 million tax benefit) related to the redemption of our remaining $22.2 million of outstanding First Mortgage Notes.

Results of Operations

The following table sets forth, for the periods indicated, certain financial information regarding our results of operations:

		Years Ended December 31,
		1998			1999			2000
		(in thousands)
Casino Revenues
Argosy Casino Lawrenceburg		$	264,352		$	308,316		$	344,013
Alton Belle Casino			67,798			84,664			112,077
Argosy Casino of Greater Kansas City			71,955			84,892			97,049
Argosy Casino — Baton Rouge			46,828			53,262			70,943
Belle of Sioux City Casino			22,572			28,013			34,801

	Total	$	473,505		$	559,147		$	658,883

Net Revenues
Argosy Casino Lawrenceburg		$	284,721		$	332,235		$	367,743
Alton Belle Casino			72,064			88,079			115,732
Argosy Casino of Greater Kansas City			76,960			89,813			101,791
Argosy Casino — Baton Rouge			49,054			55,110			72,995
Belle of Sioux City Casino			23,526			28,889			35,814
Other			343			428			769

	Total	$	506,668		$	594,554		$	694,844

Income (loss) from Operations(a)
Argosy Casino Lawrenceburg		$	87,907		$	103,295		$	111,991
Alton Belle Casino			13,850			23,115			32,155
Argosy Casino of Greater Kansas City			5,369			12,564			17,803
Argosy Casino — Baton Rouge			(3,381	)		1,129			11,947
Belle of Sioux City Casino			1,919			4,570			6,708
Jazz(b)			(6,312	)		(5,118	)		(5,103	)
Corporate			(9,990	)		(15,113	)		(15,516	)
Other			(1,551	)		(1,417	)		(1,629	)

	Total(c)	$	87,811		$	123,025		$	158,356

EBITDA(a)(d)
Argosy Casino Lawrenceburg		$	105,674		$	123,083		$	133,039
Alton Belle Casino			17,835			27,388			38,016
Argosy Casino of Greater Kansas City			11,293			18,252			23,368
Argosy Casino — Baton Rouge			1,891			6,348			16,384
Belle of Sioux City Casino			3,016			5,838			8,277
Jazz(b)			(3,633	)		(2,417	)		(2,385	)
Corporate			(9,436	)		(15,082	)		(15,142	)
Lawrenceburg financial advisory fee(e)			(5,200	)		(6,154	)		(6,652	)
Other			(193	)		(173	)		(455	)

	Total(c)	$	121,247		$	157,083		$	194,450

(a): Income from operations and EBITDA are presented before consideration of any management fees paid to us and, in the case of the Belle of Sioux City (prior to July 2000) and the Argosy Casino Lawrenceburg, before the 30% and 42.5% minority interests, respectively.
(b): Jazz Enterprises, Inc. is our wholly-owned subsidiary which owns Catfish Town.

(c): Excludes a $6,800 pre-tax charge related to the write-off of the landing facility previously used at our Alton property for the year ended December 31, 2000.
(d): EBITDA is defined as earnings before interest, taxes, depreciation and amortization and is presented before any management fees paid to Argosy. EBITDA should not be construed as an alternative to operating income or net income (as determined in accordance with generally accepted accounting principles) as an indicator of our operating performance, or as an alternative to cash flows generated by operating, investing and financing activities (as an indicator of cash flow or a measure of liquidity). EBITDA is presented solely as a supplemental disclosure because management believes that it is a widely used measure of operating performance in the gaming industry and for companies with a significant amount of depreciation and amortization. EBITDA may not be comparable to similarly titled measures reported by other companies. We have other significant uses of cash flows, including debt service and capital expenditures, which are not reflected in EBITDA.
(e): Through February 22, 2001, our Lawrenceburg subsidiary paid a financial advisory fee equal to 5.0% of its EBITDA to a minority partner.

Year ended December 31, 2000 compared to year ended December 31, 1999

Casino — Casino revenues for the year ended December 31, 2000, increased $99.7 million, or 17.8%, to $658.9 million from $559.1 million for the year ended December 31, 1999. The western properties (Alton, Riverside, Sioux City and Baton Rouge) reported an aggregate 25.6% increase in casino revenues from $250.8 million to $314.9 million. In particular, Alton casino revenues increased from $84.7 million to $112.1 million. Riverside casino revenues increased from $84.9 million to $97.0 million. Sioux City casino revenues increased from $28.0 million to $34.8 million, and Baton Rouge casino revenues increased from $53.3 million to $70.9 million. Lawrenceburg casino revenues increased $35.7 million, or 11.6% to $344.0 million for the year ended December 31, 2000, from $308.3 million for the year ended December 31, 1999. We experienced increases in both passengers and the average win per passenger for the year ended December 31, 2000 versus the year ended December 31, 1999. Additionally, the increase in revenues was partially attributable to favorable regulatory changes in Illinois, Missouri and Louisiana, as well as expanded capacity at Alton.

Casino expenses increased 14.8% to $287.8 million for the year ended December 31, 2000, from $250.6 million for the year ended December 31, 1999. This increase is primarily due to an increase of $23.1 million in gaming taxes as a result of the overall increase in casino revenues.

Admissions — Admissions revenues (net of complimentary admissions) were $6.1 million for the year ended December 31, 2000, and $7.2 million for the year ended December 31, 1999. Although the number of admissions increased in Lawrenceburg 1.0% in 2000 over 1999, net admission revenue decreased as more customers were given complimentary admissions.

Food, Beverage, and Other — Food, beverage and other revenues increased from $58.0 million to $66.1 million for the year ended December 31, 2000. This increase is primarily attributable to the overall increase in casino passengers for the year ended December 31, 2000. Food, beverage and other revenues, as a percent of casino revenues, has remained relatively steady at 10.0% in 2000 and 10.4% in 1999. Food, beverage and other net profit improved $3.0 million to $19.5 million for the year ended December 31, 2000. Increases in revenues and net profit came primarily from Alton and Lawrenceburg. Alton increased food and beverage revenues as it reopened one of its restaurants, which was closed during the entire year ended December 31, 1999. Lawrenceburg's increases were primarily due to a slight increase in admissions.

During 2000, the Lawrenceburg Hotel generated $4.0 million in net revenues and $1.5 million of operating profit. The hotel occupancy percentage was 87.0% and the average daily room rate, including

promotional allowances, was $88. In 1999, the Lawrenceburg Hotel generated $4.2 million in net revenues and $1.9 million of operating profit. The hotel occupancy percentage was 83.2% and the average daily room rate, including promotional allowances, was $84 during the months the hotel was open. The decrease in hotel net revenues and operating profit reflects an increase in complimentary rooms to our customers.

Selling, General and Administrative — Selling, general and administrative expenses increased 15.6% from $117.5 in 1999 to $135.8 million for the year ended December 31, 2000, due primarily to an increase at Lawrenceburg of $2.6 million related to expanded marketing and $5.2 million in additional development payments to the city due to the increased gaming revenues. Marketing expenses increased $8.3 million for the year ended December 31, 2000, remaining relatively flat as a percent of casino revenues at approximately 7.0%.

Other Operating Expenses — Other operating expenses increased from $27.9 million in 1999 to $30.2 million for the year ended December 31, 2000 due primarily to increased vessel operating costs.

Depreciation and Amortization — Depreciation and amortization increased slightly to $36.1 million for the year ended December 31, 2000, from $34.1 million in 1999.

Interest Expense — Net interest expense decreased $12.3 million to $33.4 million for the year ended December 31, 2000. The decrease in interest expense is attributable to the repayments on the credit facility in 2000, the refinancing completed during 1999 and the use of escrowed funds in June 2000 to redeem the untendered Mortgage Notes, both of which reduced our debt levels and a decrease of interest to a minority partner of $2.2 million.

Minority Interests — Our minority interest expense increased by $5.5 million to $40.5 million for the year ending December 31, 2000. This increase is primarily attributable to improved operating results at Lawrenceburg.

Income Tax Expense — We recorded income tax expense of $31.2 million for the year ended December 31, 2000 compared to income tax expense of $5.9 million for the year ended December 31, 1999. Prior to 2000, our effective tax rate was impacted favorably due to the utilization of net operating loss carryforwards. For the year ended December 31, 1999, income tax expense was offset by the reversal of a $10.0 million valuation allowance related to prior federal income tax net operating losses.

Income Before Extraordinary Item — Income before extraordinary items was $46.5 million for the year ended December 31, 2000 compared to net income before extraordinary items of $36.4 million in 1999 due primarily to the factors discussed above.

Extraordinary Loss — We recorded an extraordinary loss of $1.2 million for the year ended December 31, 2000 related to completion of the final phase of the 1999 refinancing. This extraordinary loss is net of a $0.8 million tax benefit. For the year ended December 31, 1999, we recorded an extraordinary loss of $24.9 million, net of a $13.5 million tax benefit, related to the early extinguishment of debt in conjunction with the refinancing.

Net Income Attributable to Common Stockholders — Net income attributable to common stockholders was $45.4 million for the year ended December 31, 2000 compared to $11.5 million for the year ended December 31, 1999, due primarily to the factors discussed above.

Year ended December 31, 1999 compared to year ended December 31, 1998

Casino — Casino revenues for the year ended December 31, 1999, increased by 18.1% to $559.1 million from $473.5 million for the year ended December 31, 1998, due in part to a $44.0 million increase in casino revenues at the Lawrenceburg casino, which generated total casino revenues of $308.3 million for the year ended December 31, 1999. Our other properties reported an aggregate 19.9% increase in casino revenues from $209.2 million to 250.8 million. This improvement is

primarily attributable to the regulatory changes in Illinois, Louisiana and Missouri and to the continued implementation of our operating and marketing strategies. Specifically, Alton casino revenues increased from $67.8 million to $84.7 million due in part to dockside gaming effective June 1999; Kansas City casino revenues increased from $72.0 million to $84.9 million; Sioux City casino revenues increased from $22.6 million to $28.0 million and Baton Rouge casino revenues increased from $46.8 million to $53.2 million.

Casino expenses increased 13.0% to $250.6 million for the year ended December 31, 1999, from $221.7 million for the year ended December 31, 1998. This increase is primarily due to an increase of $17.9 million in gaming taxes as a result of the overall increase in casino revenues. Baton Rouge casino expense is net of a $1.6 million decrease in admission taxes due to the elimination of an additional head tax, which commenced when construction began on the Baton Rouge hotel in July 1999.

Admissions — Admissions revenues (net of complimentary admissions) were $7.2 million for the years ended December 31, 1999 and 1998.

Food, Beverage, and Other — Food, beverage and other revenues increased from $51.1 million to $58.0 million for the year ended December 31, 1999. This increase is attributable to the restaurants and the hotel at the Lawrenceburg property being open for the entire year in 1999. Food, beverage and other net profit improved $6.0 million to $16.5 million for the year ended December 31, 1999. Alton, Kansas City and Baton Rouge each reported relatively the same food and beverage revenues but decreases in food and beverage expenses. Alton's decrease was due to the closing of one of its restaurants during the entire year ended December 31, 1999 in conjunction with a major renovation. Kansas City's and Baton Rouge's decreases were primarily due to the decreased use of food and beverage as promotional items.

The Lawrenceburg hotel contributed $4.2 million in net revenues and $1.9 million of operating profit. The hotel occupancy percentage was 83.2% and the average daily room rate, including promotional allowances, was $84. In 1998, the hotel occupancy percentage was 73.5% and the average daily room rate, including promotional allowances, was $79 during the months the hotel was open.

Other Operating Expenses — Other operating expenses increased from $26.6 million in 1998 to $27.9 million for the year ended December 31, 1999.

Selling, General and Administrative — Selling, general and administrative expenses increased 21.7% to $117.5 million for the year ended December 31, 1999, due primarily to an increase at Lawrenceburg of $3.9 million related to expanded marketing and $4.5 million in additional development payments to the city due to the increased gaming revenues. Corporate expenses increased due to expenses of $1.8 million related to a severance and settlement arrangement and $3.1 million related to incentive compensation. Marketing expenses increased $4.8 million for the year ended December 31, 1999 but remained relatively flat, at approximately 7%, as a percentage of casino revenues.

Depreciation and Amortization — Depreciation and amortization increased slightly to $34.1 million for the year ended December 31, 1999, from $33.4 million in 1998.

Interest Expense — Net interest expense decreased $8.2 million to $45.7 million for the year ended December 31, 1999. The decrease in interest expense is primarily attributable to the refinancing completed during 1999 and a decrease of interest to a minority partner of $3.0 million. This decrease, however, was offset by a decrease in capitalized interest of $1.0 million.

Income Before Extraordinary Item — Income before extraordinary item of $36.4 million for the year ended December 31, 1999 compared to net income before extraordinary item of $6.6 million in 1998 due primarily to the factors discussed above.

Extraordinary Loss — We recorded an extraordinary loss of $24.9 million for the year ended December 31, 1999 related to the early extinguishment of debt in conjunction with a refinancing. This extraordinary loss is net of a $13.5 million tax benefit.

Income Tax Expense — We recorded income tax expense of $5.9 million for the year ended December 31, 1999 compared to income tax expense of $1.1 million for the year ended December 31, 1998. Our effective tax rate has been impacted favorably in 1999 and 1998 due to the utilization of net operating loss carryforwards. Income tax expense was offset by the reversal of a $10.0 million valuation allowance related to prior federal income tax net operating losses that are expected to be utilized in 2000. We expect our effective tax rate to be approximately 39% in the future.

Net Income Attributable to Common Stockholders — We reported net income attributable to common stockholders of $11.5 million for the year ended December 31, 1999 compared to $5.7 million for the year ended December 31, 1998, due primarily to the factors discussed above.

Liquidity and Capital Resources

During 2000, we generated cash flows from operating activities of $157.8 million compared to $126.7 million for 1999. This increase is attributable to the improved operations at each of our five casino locations.

During 2000, we used cash flows for investing activities of $44.0 million versus $37.1 million for 1999. Capital expenditures in 2000 consisted of $13.6 million in maintenance capital, primarily related to slot machine replacements and $19.6 million for expansion projects, including construction of a 300 room hotel in Baton Rouge. During 2000, $9.2 million in cash flows were used to purchase the minority interest in the Sioux City partnership.

During 2000, we used $101.5 million in cash flows for financing activities compared to $132.3 million in cash flows for the same period in 1999. During 2000, $56.4 million in cash flows were used to make repayments on the line of credit. Cash flows in both 2000 and 1999 were used to repay loans related to our Lawrenceburg casino, partner equity distributions related to the Lawrenceburg partnership and for payments on installment contracts and other long term debt. In 1999, we received proceeds of $200 million from the issuance of subordinated notes and $161.8 million from a bank credit facility. During 1999, we also repaid long-term debt of $327.7 million, placed $25.2 million in funds in an escrow to retire the First Mortgage Notes, repaid $58.0 million on the credit facility, used $30.6 million to pay premiums to retire existing debt in connection with our refinancing and used $8.7 million to pay fees in connection with the refinancing.

At December 31, 2000, we had approximately $59.4 million of cash and cash equivalents, including approximately $38.8 million held at the Indiana Partnership. During June 2000, we redeemed the remaining $22.2 million of First Mortgage Notes that were not tendered in the June 1999 refinancing. At December 31, 2000, we had outstanding $200 million of Senior Subordinated Notes, which were issued in June 1999 and are due in June 2009 and $47.4 million on a senior secured revolving credit facility. As of February 13, 2001 availability under the credit facility was approximately $146 million.

Consistent with gaming industry practice, we conduct our operations with a net working capital deficit. Unlike traditional industrial companies, a gaming company's balance sheet has limited accounts receivable and inventories. In addition, casinos generate significant cash on a daily basis. We generally apply our daily cash flows to pay down indebtedness under our revolving credit facility and pay our current liabilities pursuant to their normal cycles. Given the significant daily cash flows generated by our operations and the financial flexibility provided by our credit facility, the existence of a working capital deficit has no impact on our ability to operate our business or meet our obligations as they become due.

We have made a significant investment in property and equipment and plan to make significant additional investments at our existing properties. In 2001, we expect maintenance capital expenditures primarily related to the purchase of new gaming product and facility enhancements to be approximately $19.1 million and final expenditures related to the Baton Rouge hotel to be approximately $7.3 million.

Both of our partners in the Indiana partnership have exercised their put rights under the terms of the Lawrenceburg partnership agreement. In December 2000, we reached an agreement with Conseco to purchase its 29% limited partner interest for $260 million, including the repayment of Conseco's preferred equity interest and outstanding partner loans and to settle all pending litigation between us and Conseco. In January 2001, we reached an agreement with Centaur to purchase its 13.5% limited partnership interest for $105 million. In the first quarter of 2001, we consummated our acquisition of these minority interests for an aggregate purchase price of $365 million, using the net proceeds from our offering of the restricted notes, together with borrowings under our amended and restated senior credit facility.

We have also agreed to provide up to $40 million as part of our agreement to develop and operate a proposed casino in Kenosha, Wisconsin. The proposed casino would be owned by the Menominee Indian Tribe of Wisconsin. Of this $40 million commitment, we have advanced $1 million during 2001 and will advance up to an additional $4 million upon the tribe receiving approval from the United States Bureau of Indian Affairs to place the proposed casino property in federal trust. We also have committed to provide a $30 million subordinated note concurrent with, and conditioned upon, the tribe's institutional debt offering that is anticipated to finance the project. In addition, we will provide a $5 million completion guarantee on the construction of the proposed facility. This project and our funding commitment are subject to numerous regulatory approvals.

To provide funding for our purchase of Conseco's and Centaur's limited partnership interests and our Kenosha casino development commitment, we amended and restated our credit facility to, among other things, increase borrowing availability to $400 million. Cash on hand, operating cash flows, available capacity under our amended and restated credit facility and the net proceeds from our offering of the restricted notes, was sufficient to fund the purchase of Conseco's and Centaur's limited partnership interests, and will be sufficient to fund our commitment to develop the Kenosha casino and our current operating, capital expenditure and debt service obligations for the next 12 months.

THE EXCHANGE OFFER

General

We are offering to exchange up to $150,000,000 in aggregate principal amount of registered senior subordinated notes due 2009 for the same aggregate principal amount of restricted senior subordinated notes due 2009, properly tendered before the expiration date and not withdrawn. We are making the exchange offer for all of the restricted notes. Your participation in the exchange offer is voluntary and you should carefully consider whether to accept this offer.

On the date of this prospectus, $350,000,000 in aggregate principal amount of our senior subordinated notes due 2009 is outstanding, $200,000,000 of which we originally issued and sold in 1999 and $150,000,000 of which we issued and sold on February 8, 2001 in a transaction exempt from the registration requirements of the Securities Act. We are sending this prospectus, together with the letter of transmittal, on approximately , 2001, to all holders of restricted notes that we are aware of. Our obligations to accept restricted notes subject to transfer restrictions for exchange pursuant to the exchange offer are limited by the conditions listed under "Conditions to the Exchange Offer" below.

We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose of the Exchange Offer

We issued and sold $150,000,000 in principal amount of our restricted senior notes due 2009 on February 8, 2001 in a transaction exempt from the registration requirements of the Securities Act. Because the transaction was exempt under the Securities Act, you may re-offer, resell, or otherwise transfer the restricted notes only if registered under the Securities Act or if an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is available.

In connection with the issuance and sale of the restricted notes, we entered into a registration rights agreement, which requires us to consummate this exchange offer by August 7, 2001, which is six months after the date of the closing of the offering of the restricted notes.

In addition, there are circumstances under which we are required to use our best efforts to file a shelf registration statement with respect to resales of the restricted notes. We have filed a copy of the registration rights agreement as an exhibit to the registration statement that this prospectus forms a part of and that has been filed with the SEC.

We are making the exchange offer to satisfy our obligations under the registration rights agreement. Otherwise, we are not required to file any registration statement to register any restricted notes. Holders of restricted notes that do not tender their restricted notes or whose restricted notes are tendered but not accepted will have to rely on exemptions to registration requirements under the securities laws, including the Securities Act, if they wish to sell their restricted notes.

Terms of the Exchange

We are offering to exchange, upon the terms of this prospectus and the letter of transmittal, $1,000 in principal amount of registered senior subordinated notes due 2009 for each $1,000 in principal amount at maturity of the restricted senior subordinated notes due 2009 that are subject to transfer restrictions. The terms of the registered notes are the same in all material respects, including principal amount, interest rate, maturity and ranking, as the terms of the restricted notes for which they may be exchanged pursuant to the exchange offer, except that the registered notes have been registered under the Securities Act and, therefore, will not be subject to restrictions on transfer applicable to the restricted notes and will be entitled to registration rights only under limited circumstances. In addition, the terms of the registered notes are identical in all respects to the terms of the original notes. The

registered notes will evidence the same indebtedness as the restricted notes and will be entitled to the benefits of the indenture. Please refer to the section in this prospectus entitled "Description of the Notes."

The exchange offer is not conditioned upon any minimum aggregate amount of restricted notes being tendered for exchange.

We have not requested, and do not intend to request, an interpretation by the staff of the SEC as to whether the registered notes issued pursuant to the exchange offer in exchange for the restricted notes may be offered for sale, resold or otherwise transferred by any holder without compliance with the registration and prospectus delivery provisions of the Securities Act. Instead, based on an interpretation by the Staff in a series of no-action letters issued to third parties, we believe that registered notes issued pursuant to the exchange offer in exchange for restricted notes may be offered for sale, resold and otherwise transferred by any holder of registered notes, other than any holder which is:

•: an affiliate of ours; or
•: a broker-dealer that purchases notes from us to resell pursuant to Rule 144A under the Securities Act or any other available exemption, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the registered notes are acquired in the ordinary course of the holder's business and the holder has no arrangement or understanding with any person to participate in the distribution of the registered notes and neither the holder nor any other person is participating in or intends to participate in a distribution of the registered notes.

Since the SEC has not considered our exchange offer in the context of a no-action letter, we cannot assure you that the staff would make a similar determination with respect to the exchange offer. Any holder that is an affiliate of ours or that tenders in the exchange offer for the purpose of participating in a distribution of the registered notes may be deemed to have received restricted securities and will not be allowed to rely on this interpretation by the staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you participate in the exchange offer, you must acknowledge, among other things, that you are not participating in, and do not intend to participate in, a distribution of registered notes. If you are a broker-dealer that receives registered notes for your own account in exchange for restricted notes, where your restricted notes were acquired by you as a result of your market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the registered notes. Please refer to the section in this prospectus entitled "Plan of Distribution."

You will not be required to pay brokerage commissions or fees or, if you comply with the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the restricted notes pursuant to the exchange offer.

Expiration Date; Extension; Termination; Amendment

The exchange offer will expire at 5:00 p.m., New York City time, on , 2001, unless we have extended the period of time that the exchange offer is open. The expiration date will be at least 20 business days after the beginning of the exchange offer as required by Rule 14e-1(a) under the Exchange Act. We reserve the right to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any restricted notes, by giving oral or written notice to the exchange agent and by timely public announcement no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date. During any extension, all restricted notes previously tendered will remain subject to the exchange offer unless properly withdrawn.

We also reserve the right to:

•: end or amend the exchange offer and not to accept for exchange any restricted notes not previously accepted for exchange upon the occurrence of any of the events specified below under "— Conditions to the Exchange Offer" which have not been waived by us; and
•: amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to you, whether before or after any tender of the restricted notes.

If any termination or amendment occurs, we will notify the exchange agent and will either issue a press release or give oral or written notice to you as promptly as practicable.

Procedures for Tendering Restricted Notes

Your tender to us of your restricted notes and our acceptance of the restricted notes will constitute a binding agreement between you and us on the terms contained in this prospectus and in the letter of transmittal.

You will tender restricted notes by:

•: properly completing and signing the letter of transmittal or a facsimile copy of the letter, and delivering the letter, together with the certificate or certificates representing the restricted notes being tendered and any required signature guarantees and any other documents required by the letter of transmittal, to the exchange agent at its address listed below on or before the expiration date; or
•: complying with the procedure for book-entry transfer described below; or
•: complying with the guaranteed delivery procedures described below.

If your restricted notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering the restricted notes, either make appropriate arrangements to register ownership of the restricted notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

The method of delivering the restricted notes, letters of transmittal and all of the required documents is at the election and risk of the holder. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to insure timely delivery. No restricted notes or letters of transmittal should be sent to us.

If tendered restricted notes are registered in the name of the person who signs the letter of transmittal and the registered notes to be issued in exchange for the tendered restricted notes are to be issued in the name of the registered holder, the signature of the signer need not be guaranteed.

In addition, if any untendered restricted notes are to be reissued in the name of the registered holder, the signature need not be guaranteed. A registered holder shall include any participant in The Depository Trust Company whose name appears on a security listing as an owner of restricted notes.

In any other case, the tendered restricted notes must be endorsed or accompanied by written instruments of transfer, in form satisfactory to us and duly executed by the registered holder. The signature of the endorsement or instrument of transfer must be guaranteed by an eligible institution. The following are considered eligible institutions:

•: a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc.;

•: a clearing agency;
•: an insured credit union;
•: a savings association or a commercial bank; or
•: a trust company having an office or correspondent in the United States.

If the registered notes and/or restricted notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note registrar for the restricted notes, the signature in the letter of transmittal must be guaranteed by an eligible institution.

We understand that the exchange agent has confirmed with The Depository Trust Company that any financial institution that is a participant in The Depository Trust Company's system may use its Automated Tender Offer Program to tender restricted notes. We further understand that the exchange agent will request, within two business days after the date the exchange offer commences, that The Depository Trust Company establish an account relating to the restricted notes for the purpose of facilitating the exchange offer, and any participant may make book-entry delivery of restricted notes by causing The Depository Trust Company to transfer the restricted notes into the exchange agent's account in accordance with the Automated Tender Offer Program procedures for transfer. However, the exchange of the restricted notes will only be made after timely confirmation of the book-entry transfer and timely receipt by the exchange agent of an agent's message, an appropriate letter of transmittal with any registered signature guarantee, and any other documents required. The term "agent's message" means a message, transmitted by The Depository Trust Company and received by the exchange agent and forming part of a book-entry confirmation, stating that The Depository Trust Company has received an express acknowledgment from a participant tendering restricted notes which are the subject of the book-entry confirmation and that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against the participant.

If you want to tender restricted notes in the exchange offer and time will not permit a letter of transmittal or restricted notes to reach the exchange agent before the expiration date or you cannot comply with the procedure for book-entry transfer on a timely basis, a tender may be effected if the exchange agent has received at its address listed below before the expiration date, a letter, telegram or facsimile transmission from an eligible institution listing your name and address, the names in which the restricted notes are registered and, if possible, the certificate number of the restricted notes to be tendered, and stating that the tender is being made by the letter, telegram or facsimile transmission and guaranteeing that within three business days after the expiration date, the restricted notes in proper form for transfer, or a confirmation of book-entry transfer of the restricted notes into the exchange agent's account at The Depository Trust Company, will be delivered by the eligible institution, together with a properly completed and duly executed letter of transmittal and any other required documents. Unless restricted notes being tendered by the method described in the preceding sentence are deposited with the exchange agent within the time period described in the preceding sentence and accompanied or preceded by a properly completed letter of transmittal and any other require documents, we may, at our option, reject the tender. You may obtain copies of the notice of guaranteed delivery from the exchange agent.

Your tender will be deemed to have been received when:

•: the exchange agent receives your properly completed and duly signed letter of transmittal accompanied by the restricted notes, or a confirmation of book-entry transfer of such restricted notes into the exchange agent's account at The Depository Trust Company; or
•: a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.

We will issue registered notes in exchange for restricted notes tendered pursuant to a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect by an eligible institution only when the exchange agent receives (1) the letter of transmittal and any other required documents and (2) the tendered restricted notes.

We will determine all questions regarding the validity, form, eligibility, time of receipt and acceptance of restricted notes tendered for exchange. You should be aware that:

•: We reserve the absolute right to reject any and all tenders of any particular restricted notes not properly tendered or not to accept any particular restricted notes which acceptance might, in our judgment or that of our counsel, be unlawful.
•: We reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular restricted notes either before or after the expiration date, including the right to waive the ineligibility of any holder that seeks to tender restricted notes in the exchange offer.
•: Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions, shall be final and binding on all parties.
•: Unless waived, any defects or irregularities in connection with tenders of restricted notes for exchange must be cured within a reasonable period of time as we shall determine.
•: Neither we, the exchange agent nor any other person shall have any duty to give notification of any defect or irregularity with respect to any tender of restricted notes for exchange.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of restricted notes, the restricted notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the restricted notes.

If the letter of transmittal or any restricted notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should indicate they are acting in that capacity when signing, and, unless waived by us, you should provide evidence of their authority to act in that capacity.

If you tender, you will be representing to us that:

•: the registered notes you acquire pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving registered notes, whether or not the person is the holder;
•: you are not an affiliate of ours;
•: you are not participating in, and do not intend to participate in, and have no arrangement or understanding with any person to participate in, a distribution of the restricted notes or the registered notes; and
•: if you are a broker or dealer registered under the Exchange Act, you will receive the registered notes for your own account in exchange for restricted notes that were acquired as a result of market-making activities or other trading activities. You must acknowledge that you will deliver a prospectus in connection with any resale of the registered notes. Please refer to the section in this prospectus entitled "Plan of Distribution."

Terms and Conditions of the Letter of Transmittal

By signing and returning the letter of transmittal you will be agreeing to the following terms and conditions, which are part of the exchange offer.

•: You are exchanging, assigning and transferring the restricted notes to us and irrevocably constitute and appoint the exchange agent as your agent and attorney-in-fact to cause the restricted notes to be assigned, transferred and exchanged.
•: You represent and warrant that you have full power and authority to tender, exchange, assign and transfer the restricted notes and acquire registered notes issuable upon the exchange of tendered restricted notes.
•: When we accept restricted notes for exchange, we will acquire good and unencumbered title to the tendered restricted notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.
•: You will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered restricted notes or transfer ownership of such restricted notes on the account books maintained by The Depository Trust Company.

Our acceptance of any tendered restricted notes and our issuance of registered notes in exchange for the restricted notes will constitute performance in full by us of our obligations under the registration rights agreement to complete the exchange offer.

All authority conferred by you will survive your death or incapacity and every obligation of yours will be binding upon your heirs, legal representatives, successors, assigns, executors and administrators. You will also make the representations described above under "Procedures for Tendering Restricted Notes."

Withdrawal Rights

You may withdraw your tender of restricted notes at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal, sent by telegram, facsimile transmission, receipt confirmed by telephone, or letter, before the expiration date. Any notice of withdrawal must:

•: specify the name of the person that tendered the restricted notes to be withdrawn;
•: identify the restricted notes to be withdrawn, including the certificate number or numbers and principal amount of such restricted notes;
•: specify the principal amount of restricted notes to be withdrawn;
•: include a statement that the holder is withdrawing its election to have the restricted notes exchanged;
•: be signed by the holder in the same manner as the original signature on the letter of transmittal by which the restricted notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the restricted notes into the name of the person withdrawing the tender; and
•: specify the name in which any of the restricted notes are to be registered, if different from that of the person that tendered the restricted notes.

The exchange agent will return the properly withdrawn restricted notes promptly following receipt of notice of withdrawal. If restricted notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn restricted notes or otherwise comply with The Depository Trust Company's procedures.

Any restricted notes withdrawn will not have been validly tendered for exchange for purposes of the exchange offer. Any restricted notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of restricted notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company pursuant to its book-entry transfer procedures, the restricted notes will be credited to an account with The Depository Trust Company specified by the holder, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn restricted notes may be retendered by following one of the procedures described under "— Procedures for Tendering Restricted Notes" above at any time on or before the expiration date.

Acceptance of Restricted Notes for Exchange; Delivery of Registered Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the exchange date, all restricted notes properly tendered and will issue the registered notes promptly after the acceptance. Please refer to the section in this prospectus entitled "— Conditions to the Exchange Offer" below. For purposes of the exchange offer, we will be deemed to have accepted properly tendered restricted notes for exchange, when we give notice of acceptance to the exchange agent.

For each restricted note accepted for exchange, the holder of the restricted note will receive a registered note having a principal amount at maturity equal to that of the surrendered restricted note.

In all cases, we will issue registered notes for restricted notes that are accepted for exchange pursuant to the exchange offer only after the exchange agent timely receives certificates for the restricted notes or a book-entry confirmation of the restricted notes into the exchange agent's account at The Depository Trust Company, a properly completed and duly executed letter of transmittal and all other required documents.

Conditions to the Exchange Offer

We will not be required to accept for exchange, or to issue registered notes in exchange for, any restricted notes and may end or amend the exchange offer, by notice to the exchange agent or by a timely press release, if at any time before the acceptance of the restricted notes for exchange or the exchange of the registered notes for the restricted notes, any of the following conditions exist:

•: any action or proceeding is instituted or threatened in any court or by or before any governmental agency or regulatory authority or any injunction, order or decree is issued with respect to the exchange offer which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or have a material adverse effect on the contemplated benefits of the exchange offer to us; or
•: any change, or any development involving a prospective change, shall have occurred or be threatened in our business, properties, assets, liabilities, financial condition, operations, results of operations or prospects that is or may be adverse to us, or we become aware of facts that have or may have adverse significance with respect to the value of the restricted notes or the registered notes or that may materially impair the contemplated benefits of the exchange offer to us; or
•: any law, rule or regulation or applicable interpretation of the staff of the SEC is issued or promulgated which, in our good faith determination, does not permit us to effect the exchange offer; or
•: any governmental approval has not been obtained, which we think is necessary for the completion of the exchange offer; or

•: there shall have been proposed, adopted or enacted any law, statute, rule or regulation, or an amendment to any existing law, statute, rule or regulation, which might materially impair our ability to proceed with the exchange offer or have a material adverse effect on the contemplated benefits of the exchange offer to us; or
•: there shall occur a change in the current interpretation by the staff of the SEC which permits the registered notes issued pursuant to the exchange offer in exchange for restricted notes to be offered for resale, resold and otherwise transferred by holders, other than any holder that is a broker-dealer or an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the registered notes are acquired in the ordinary course of the holders' business and the holders have no arrangement with any person to participate in the distribution of such registered notes.

We reserve the right to end the exchange offer and reject for exchange any restricted notes upon the occurrence of any of the preceding conditions. In addition, we may amend the exchange offer at any time before the expiration date if any of these conditions exist.

In addition, we will reject for exchange any restricted notes tendered, and no registered notes will be issued in exchange for any restricted notes, if at the time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. If any stop order is in effect we will be required to use our best efforts to obtain its withdrawal at the earliest possible time.

The exchange offer is not conditioned upon any minimum principal amount of restricted notes being tendered for exchange.

Exchange Agent

We have appointed Bank One Trust Company, NA as the exchange agent for the exchange offer. You should direct all executed letters of transmittal to the exchange agent at the addresses listed below:

By Mail or Overnight Delivery:		By Hand Delivery:
Bank One Trust Company, NA		Bank One Trust Company, NA
Corporate Trust Operations 1111 Polaris Parkway Suite N1-OH1-0184 Columbus, Ohio 43240 Attention: Ms. Lora Marsch		c/o First Chicago Corporate Trust Services 14 Wall Street 8th Floor New York, New York 10005
Facsimile Transmissions: (614) 248-9987
Confirm by Telephone: (800) 346-5153

You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and telephone number listed above.

Delivery to an address other than as listed above, or transmissions of instructions by a facsimile number other than as listed above, will not constitute a valid delivery.

Solicitation of Tenders; Fees and 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 acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

We will pay the estimated cash expenses to be incurred in connection with the exchange offer. We estimate that those expenses will be, in the aggregate, approximately $500,000, including fees and expenses of the exchange agent and trustee, registration fees, accounting, legal and printing expenses and other related fees and expenses.

Neither the delivery of this prospectus nor any exchange made under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given in this prospectus. The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of restricted notes in any jurisdiction in which the making of the exchange offer or the acceptance of the restricted notes would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the exchange offer in any jurisdiction and extend the exchange offer to holders of restricted notes in the jurisdiction concerned.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of restricted notes under the exchange offer. If, however, certificates representing registered notes or restricted notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of any person other than the registered holder of the restricted notes tendered, or if tendered restricted 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 restricted notes pursuant to the exchange offer, than the amount of the 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 the taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The registered notes will be recorded at the carrying value of the restricted notes as reflected in our accounting records on the date the exchange offer is completed. Accordingly, we will not recognize any gain or loss for accounting purposes upon the exchange of registered notes for restricted notes. We will amortize the expenses incurred in connection with the issuance of the registered notes over the term of the registered notes.

Consequences of Failure to Exchange

If you do not exchange your restricted notes for registered notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer of the restricted notes as described in the legend on the notes. In general, the restricted notes may be offered or sold only if registered under the Securities Act, except pursuant to 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 restricted notes under the Securities Act. However, under limited circumstances we may be required to file with the SEC a shelf registration statement to cover resales of the restricted notes by the holders of notes who satisfy conditions relating to the provision of information in connection with the shelf registration statement. Please refer to the section in this prospectus entitled "Description of the Notes — Registration Rights."

Your participation in the exchange offer is voluntary, and you should carefully consider whether to participate. We urge you to consult your financial and tax advisors in making a decision whether or not to tender your restricted notes. Please refer to the section in this prospectus entitled "Certain U.S. Federal Tax Considerations."

As a result of the making of, and upon acceptance for exchange of all validly tendered restricted notes pursuant to the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. If you do not tender your restricted notes in the exchange offer, you will be entitled to all the rights and limitations applicable to the restricted notes under the indenture, except for any rights under the registration rights agreement that by their terms end or cease to have further effectiveness as a result of the making of this exchange offer. To the extent that restricted notes are tendered and accepted in the exchange offer, the trading market for untendered, or tendered but unaccepted, restricted notes could be adversely affected. Please refer to the section in this prospectus entitled "Risk Factors — If You Do Not Exchange Your Restricted Notes for Registered Notes, Your Notes Will Continue to Have Restrictions on Transfer."

We may in the future seek to acquire, subject to the terms of the indenture, untendered restricted notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of these purchases or offers may differ from the terms of the exchange offer.

Resale of Registered Notes

As noted above, we are making the exchange offer in reliance on the position of the staff of the SEC in interpretive letters addressed to third parties in other transactions. However, we have not sought an interpretive letter from the staff and we cannot assure you that the staff would make a similar determination with respect to the exchange offer as it has in past interpretive letters to third parties. Any holder who is an affiliate of ours or who has an arrangement or understanding with respect to the distribution of the registered notes to be acquired pursuant to the exchange offer, or any broker-dealer who purchased restricted notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act:

•: cannot rely on the applicable interpretations of the staff; and
•: must comply with the registration and prospectus delivery requirements of the Securities Act.

A broker-dealer who holds restricted notes that were acquired for its own account as a result of market-making or other trading activities may be deemed to be an underwriter within 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 registered notes. Each broker-dealer that receives registered notes for its own account in exchange for restricted notes, where the restricted notes were acquired by a broker-dealer as a result of market-making activities or other trading activities must acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the registered notes. A secondary resale transaction in the United States by a holder using the exchange offer to participate in a distribution of restricted notes must be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K. Please refer to the section in this prospectus entitled "Plan of Distribution."

In addition, to comply with the securities laws of some jurisdictions, the registered notes may be offered or sold only if 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 in the registration rights agreement, to register or qualify the registered notes for offer or sale under the securities or blue sky laws of these jurisdictions as any holder of the registered notes reasonably requests. Registration or qualification may require the imposition of restrictions or conditions, including suitability requirements for offerees or purchasers, in connection with the offer or sale of any registered notes.

THE COMPANY

We are a leading owner and operator of five riverboat casinos located in emerging gaming markets of the central United States. We pioneered riverboat gaming in St. Louis, Kansas City, Baton Rouge and Sioux City by opening the first casino in each of those markets. Our riverboat casino that serves the Cincinnati market from Lawrenceburg, Indiana is one of the largest revenue producing riverboats in the United States gaming industry. In the first quarter of 2001, we purchased our minority partners' collective 42.5% interest in the Lawrenceburg casino for an aggregate of $365 million. We financed the acquisition with the net proceeds from our offering of the restricted notes and borrowings under our amended and restated senior credit facility.

The following summarizes our casino properties:

Casino Name	Principal Metropolitan Markets Served	2000 Net Revenues		Approximate Gaming Positions
		(in thousands)
Argosy Casino Lawrenceburg	Cincinnati-Dayton-Columbus, Ohio	$	367,743	2,680
Alton Belle Casino	St. Louis, Missouri		115,732	1,100
Argosy Casino of Greater Kansas City	Kansas City, Missouri		101,791	1,310
Argosy Casino — Baton Rouge	Baton Rouge, Louisiana		72,995	1,020
Belle of Sioux City Casino	Sioux City, Iowa		35,814	540

Business Strategy

By capitalizing on the extensive gaming industry experience of our management team, we have developed a strategy to maximize the performance of our operating assets and improve financial results. We continue to implement changes at each of our properties to improve our competitive position, increase gaming revenues and enhance profitability. The key elements of our business strategy include: (1) utilizing direct marketing to encourage repeat business and foster customer loyalty; (2) enhancing the gaming product at our casinos by investing in state-of-the-art gaming equipment; (3) renovating our properties to create more exciting gaming environments; and (4) increasing our financial flexibility to enable us to pursue future business opportunities.

•: Marketing efforts focused on direct marketing. Our primary marketing focus is through direct and relationship marketing to encourage repeat business and foster customer loyalty. At each of our

properties we use sophisticated player tracking systems to identify and reward premium players and our most loyal customers. Based on a player's gaming activity, we create targeted promotions including exclusive direct mail offers and "member's only" concerts, parties, tournaments, sweepstakes and special entertainment events.

•: Invest in new gaming equipment. Because slot machines represent 82% of our casino revenues, we regularly and systematically upgrade our gaming product with state-of-the-art slot machines. We believe that regularly replacing slot machines with the most popular products creates a more exciting gaming experience and increases profitability. At our western casinos, the upgraded machines increased the average daily revenue over the older machines they replaced. At Lawrenceburg, additional new slot product helped us take advantage of increased market demand. Going forward we expect to replace an average of 15-20% of our gaming equipment annually.
•: Renovate our riverboat and dockside entertainment facilities. To maintain a fresh and exciting gaming experience for our customers, we have developed a prudent capital investment plan to systematically renovate our casino and entertainment facilities. During 1999, we completed a $18 million project at Alton that replaced the existing entertainment pavilion with a newly renovated barge that was originally used as the Lawrenceburg temporary landing facility and an additional new barge. The Alton renovation significantly enhanced the facility's restaurant and entertainment amenities and added an additional 130 slot machines. During 2000, we spent an additional $2 million to improve the Alton casino landing and added an additional 100 slot machines. We plan to spend an additional $2.5 million in 2001 to enhance the Alton riverboat. In June 1999, we completed a $5 million renovation and retheming of our Baton Rouge riverboat. The renovation of the Baton Rouge riverboat's third deck features approximately 200 of the newest and most popular video poker machines and gaming product upgrades to target the video poker market. In July 1999, we began construction of a $23 million, 300 room convention hotel adjacent to the Baton Rouge riverboat casino, which opened on February 5, 2001.
•: Increase financial flexibility and pursue strategic opportunities. In June 1999, we completed a refinancing that has allowed us to lower our overall cost of capital, reduce our annual borrowing cost by approximately $13 million and provide the flexibility to take advantage of growth opportunities as they arise. In the future, we will look to invest in growth opportunities that add shareholder value and maintain the proper capital structure. These opportunities include the purchase of the minority interests in our Lawrenceburg casino as well as possible acquisitions of complementary businesses and other strategic opportunities.

Casino Properties

Argosy Casino Lawrenceburg

Property: The Lawrenceburg casino is located on the Ohio River in Lawrenceburg, Indiana approximately 15 miles west of Cincinnati and is the closest casino to the Cincinnati metropolitan area. The Lawrenceburg casino is one of the largest riverboats in the United States with 74,300 square feet of gaming space on three levels with 2,100 slot machines and 100 table games. The vessel can accommodate 4,000 passengers; however, to enhance our customers' comfort and enjoyment, we operate at a self-imposed capacity of 3,600 passengers. We typically conduct 9 two-hour cruises seven days a week, with an additional cruise on Friday and Saturday evenings, for a total of 65 cruises per week. Each cruise lasts two hours including a 30 minute boarding time and during peak periods we charge admission fees. Approximately 50% of our weekend cruises are sold out. Indiana gaming law permits dockside gaming only when inclement weather or water conditions prevent a riverboat from cruising. At such times, the Lawrenceburg casino remains dockside and operates on its normal schedule.

The complex also includes a 300 room hotel, which was completed in June 1998, a 200,000 square foot land-based entertainment pavilion and support facility featuring a 350 seat buffet restaurant, two specialty restaurants, an entertainment lounge and a 1,800 space parking garage. Employee and overflow parking is provided at a 1,400 space remote lot that is accessed by shuttle bus. We opened the Lawrenceburg casino on December 10, 1996 and, through September 30, 1997, operated from a temporary site utilizing a leased vessel and entertainment and support barge that featured approximately 1,275 gaming positions. Parking for the temporary facility was provided by a 1,400 space remote lot from which we operated a shuttle to and from the casino. On October 1, 1997, the Lawrenceburg casino commenced operations from its permanent riverboat vessel, which it used on a limited capacity basis at the temporary site. On December 9, 1997, the Lawrenceburg casino moved to its permanent site and became fully operational in June 1998 with the completion of its hotel.

We are the sole general partner of, and hold a 57.5% general partnership interest in, Indiana Gaming Company, L.P., our joint-venture subsidiary that operates the Lawrenceburg casino. Conseco Entertainment L.L.C. ("Conseco"), an indirect subsidiary of Conseco, Inc., holds a 29.0% limited partnership interest and Centaur, Inc. ("Centaur") holds the remaining 13.5% limited partnership interest in the Lawrenceburg partnership. We manage the operations of the Lawrenceburg casino and receive a management fee of 7.5% of EBITDA, while Conseco receives a financial advisory fee of 5.0% of EBITDA.

In December 2000 and January 2001, we reached agreements with our minority partners in the Lawrenceburg casino to purchase their 42.5% limited partnership interests for $365 million, including the repayment of Conseco's preferred equity interest and outstanding partner loans. In connection with the December agreement, we agreed to settle all pending litigation between Conseco and us upon purchase of their minority interest. The purchases of these minority interests are subject to receipt of all necessary regulatory approvals and satisfaction of customary closing conditions.

Capital Improvements: In 2000, we spent approximately $6 million on capital improvements including $3.1 million on slot machines and related systems.

Gaming Market: The Lawrenceburg casino draws from a population of approximately 1.6 million residents in the Cincinnati metropolitan area and an additional 5.4 million people who reside within 100 miles of Lawrenceburg, including the major metropolitan markets of Dayton and Columbus, Ohio and, to a lesser extent, Indianapolis, Indiana and Lexington, Kentucky.

In the Cincinnati market, the Lawrenceburg casino directly competes with two other riverboat casinos. The three riverboat casinos operating in the Cincinnati market generated $511 million of gaming revenues in 2000, a 13% increase from 1999. The Lawrenceburg casino represented 44% of gaming position capacity in the Cincinnati market, and captured 67% of the market's gaming revenues.

Our closest competitor is located approximately 15 miles further south of Lawrenceburg in Rising Sun, Indiana. The newest competitor, which opened in October 2000, is located 40 miles from Lawrenceburg in Switzerland County, Indiana. Secondarily, we compete with a riverboat casino in Bridgeport, Indiana in the Louisville, Kentucky area approximately 100 miles from Lawrenceburg.

Regulatory Update: Indiana gaming law currently limits the number of gaming licenses to be issued in the state to a total of 11, including a maximum of 5 licenses along the Ohio River and a limit of one license per county. Casino gaming is not currently permitted under the laws of either Ohio or Kentucky. Our Indiana gaming license is subject to renewal in 2001 and on an annual basis thereafter. Indiana gaming law does not restrict the size of a licensee's gaming facility or place limits on customer losses or betting levels.

On January 25, 2001, the Indiana House of Representatives approved a bill that if enacted would, among other things, significantly increase the amount of taxes we pay on gaming revenues generated by our Lawrenceburg casino. The proposed legislation calls for a graduated tax structure on gaming

revenues with a top bracket tax of 32.5% on gaming revenues above $125 million. In addition to the tax increases, the proposed legislation would eliminate existing restrictions on owning more than one Indiana casino and allow each riverboat county to hold a referendum to allow dockside gaming in that county. After being heard and amended in the Indiana Senate Rules Committee, the amended bill was defeated on March 28, 2001. Nonetheless, provisions of the bill as it passed the Indiana House of Representatives are eligible for inclusion in existing bills during the forthcoming conference committee process. During this process, the bill's provisions, including the level, if any, of any tax increase, may be altered. The Indiana General Assembly's regular session must adjourn by April 29, 2001. If the bill were enacted into law in its current form, it would have a material adverse effect on our future operating results. For example, assuming the legislation was effective January 1, 2000, the Lawrenceburg casino's 2000 EBITDA would have been reduced by approximately $41 million. This estimated impact gives no effect to additional gaming revenues that could be generated through dockside operations. In our experience, early stage bills are subject to numerous changes as they proceed through the legislative process. As a result, we are unable to predict whether the House bill will be enacted into law, if at all, in its current form or with significant modifications.

Alton Belle Casino

Property: The Alton Belle Casino is located on the Mississippi River in Alton, Illinois approximately 20 miles northeast of downtown St. Louis. We commenced operations in Alton, Illinois in September 1991 as the first gaming facility in Illinois and the St. Louis metropolitan market. Following the success of our original Alton riverboat casino, we built and opened a larger three-deck contemporary style cruise liner. The cruise liner features 26,500 square feet of gaming space, 950 slot machines and 30 table games. In June 1999, Illinois passed a law permitting casinos to offer continuous dockside gaming. As a result, the Alton Belle Casino remains dockside and offers its customers unlimited ingress and egress during its hours of operation.

During 1999, we replaced our existing 37,000 square foot entertainment pavilion with a newly-renovated barge that was originally used as the Lawrenceburg temporary landing facility and an additional new barge. The new entertainment pavilion is approximately 60,000 square feet and features a newly designed entrance, 130 additional slot machines, larger and improved food and beverage venues and a new 400 seat main showroom. Parking is available at an adjacent city-owned surface parking facility and at two sites in the city of Alton, to and from which we provide valet parking as well as free shuttle service.

Capital Improvements: During 2000, we spent an additional $2 million to improve the Alton landing and added an additional 100 slot machines. We plan to spend an additional $2.5 million to enhance the Alton riverboat in 2001.

Gaming Market: The Alton Belle Casino generally draws from a population of approximately 2.5 million within the St. Louis metropolitan area and an additional 1.2 million within a 100-mile radius of the City of St. Louis. The target customers of the Alton Belle Casino are drawn largely from the northern and eastern regions of the greater St. Louis metropolitan area, as well as portions of central and southern Illinois.

The Alton Belle Casino faces competition from five other riverboat casino companies currently operating in the St. Louis area and expects the level of competition to remain intense in the future. As an Illinois licensee, the Alton Belle Casino is not subject to Missouri's $500 loss limit and therefore has a competitive advantage in attracting high-end customers over competitors operating under Missouri licenses. The riverboat casinos operating in the St. Louis market generated $684 million of gaming revenues in 2000, a 10% increase from 1999. The Alton Belle Casino represented approximately 11% of gaming position capacity in the St. Louis market, and captured approximately 16% of the market's gaming revenues.

Regulatory Update: Illinois gaming law currently limits the number of gaming licenses to be issued in the state to 10. Each license permits the operation of up to two boats as part of a single riverboat gaming operation with a combined maximum of 1,200 gaming positions. Our Illinois gaming license is subject to annual renewal in October 2001.

In June 1999, Illinois passed an amendment to the Illinois Riverboat Gambling Act to permit casinos to offer continuous dockside gaming with unlimited ingress and egress. In addition to legalizing dockside gaming, the amendment authorized the grant of a gaming license to certain persons to develop and operate a casino in Rosemont, Illinois. A group of plaintiffs filed a lawsuit requesting the court to declare that the 1999 amendment violates the Illinois and U.S. constitutions because the grant of the Rosemont license amounted to "special legislation." If a court invalidates the grant of the Rosemont license, all of the provisions of the 1999 amendment, including the provisions legalizing dockside gaming, would be invalidated. In such event, we would be required to resume cruising and suspend our dockside gaming activities at our Alton casino until such time as the Illinois legislature passed a law reauthorizing dockside gaming. On January 25, 2001, the court dismissed the lawsuit concluding that the plaintiffs lacked standing and on January 30, 2001, the Illinois Gaming Board denied the Rosemont group's applications for an Illinois gaming license. Because we anticipate that both groups will appeal these rulings, we are unable to determine what the ultimate resolution of these matters will be. The loss of dockside gaming at our Alton casino, however would adversely affect our financial results.

Argosy Casino of Greater Kansas City

Property: The Argosy Casino of Greater Kansas City is located on the Missouri River in Riverside, Missouri on a 55-acre site approximately five miles from downtown Kansas City. The riverboat features approximately 36,000 square feet of gaming space, 1,110 slot machines and 35 table games. The Kansas City casino began operations in Kansas City, Missouri on June 22, 1994 as the first gaming facility to open in the Kansas City market. During November 1999, Missouri adopted open boarding, allowing customers unlimited ingress and egress, eliminating the two hour mock cruising requirements.

The Kansas City casino is complemented by an 85,000 square foot land-based entertainment facility featuring specialty and buffet restaurants, a sports/entertainment lounge and 8,000 square feet of banquet/conference facilities. A parking garage and surface parking areas with 2,027 spaces are located adjacent to the pavilion.

Capital Improvements: During 2000, we spent $2.1 million on maintenance capital, including $0.7 million on slot machines and related equipment.

Gaming Market: The Kansas City casino draws from a population of approximately 1.6 million in the greater Kansas City metropolitan area and an additional 900,000 within a 100-mile radius of Kansas City. The Kansas City casino site offers convenient access from two major highways. The Kansas City casino primarily attracts customers who reside in the northern and western regions of the Kansas City metropolitan area.

We currently face competition from three other casinos in the Kansas City area. The four riverboat casinos operating in the Kansas City market generated $535 million of gaming revenues in 2000, an 8% increase from 1999. Our Kansas City casino represented 15% of gaming position capacity in the Kansas City market, and captured 18% of the market's gaming revenues.

Regulatory Update: Our Missouri gaming license is subject to renewal in June 2002 and again every two years thereafter.

Argosy Casino — Baton Rouge

Property: The Argosy Casino — Baton Rouge is located on the Mississippi River in downtown Baton Rouge, Louisiana. The riverboat features approximately 28,000 square feet of gaming space, 790 slot machines and 40 table games. The Baton Rouge casino began operations in September 1994 as the first riverboat gaming facility in the Baton Rouge market. The Baton Rouge casino is a three-level riverboat casino that typically conducts eight 3-hour cruises seven days a week. Louisiana recently adopted legislation that permits dockside gaming, allowing customers unlimited ingress and egress, and eliminating the three hour cruising requirements. This legislation also increased the tax on riverboat operations from 18.5% to 21.5%.

The riverboat casino is complemented by our adjacent real estate development known as Catfish Town. Catfish Town is located next to Baton Rouge's convention complex, the Centroplex, which has a 12,000-seat arena and a 30,000-square foot exhibition hall. Catfish Town includes a 50,000 square foot glass-enclosed atrium, entertainment/sports lounge, buffet/coffee shop, conference facilities and approximately 150,000 square feet of retail space that is currently available for lease. On February 5, 2001, we opened our newly constructed, 300 room convention hotel in Catfish Town. The Argosy Casino — Baton Rouge provides parking at a 733-space parking garage and a 271-space surface parking lot.

Capital Improvements: During 2000, we spent approximately $1.9 million in capital improvements including approximately $0.9 million in slot machines and related upgrades. We also spent $14.1 million for hotel construction during 2000.

Gaming Market: The Baton Rouge casino draws from a population of approximately 540,000 in the Baton Rouge metropolitan area. The Baton Rouge casino faces competition from one casino located in downtown Baton Rouge, a nearby Native American casino and operators of video poker machines in non-casino locations in certain Baton Rouge parishes. The two riverboat casinos operating in the Baton Rouge market generated approximately $164 million of gaming revenues in 2000, an 18% increase from 1999. The Argosy Casino — Baton Rouge represented 47% of gaming position capacity in the Baton Rouge market, and generated 44% of the market's gaming revenues.

The casino benefited from the elimination of video poker machines in non-casino locations in more heavily populated Baton Rouge parishes as of July 1, 1999. In June 1999, we completed a renovation of the Argosy Casino — Baton Rouge's facilities to aggressively pursue the approximately $80 million portion of the video poker market that was eliminated.

Regulatory Update: Our Louisiana license is currently up for renewal. We are currently waiting for the Louisiana Gaming Board to schedule a hearing date for the renewal. After renewal our Louisiana license will be subject to renewal in five years.

Jazz Enterprises: Jazz Enterprises, Inc. owns and operates the Catfish Town development adjacent to the riverboat casino. The development of the historic Catfish Town riverfront warehouse district into a retail/entertainment district was an integral element in obtaining a Louisiana gaming license for the Argosy Casino — Baton Rouge. Our original intent was to develop and operate the casino and our joint-venture partner would develop and manage the Catfish Town real estate and hotel. In 1995 our real estate partner experienced financial difficulties, and to preserve our gaming license, we purchased Jazz Enterprises, Inc.

Pursuant to a development agreement, Jazz Enterprises, Inc. had certain obligations to the City of Baton Rouge, including the obligation to construct a convention size hotel or collect and pay to the City an incremental head tax of $2.50 per passenger, fund a transportation system connecting downtown Baton Rouge and Catfish Town and to develop the Catfish Town facility to accommodate restaurants, retail space and entertainment and restaurant facilities. During July 1999, we began construction of a $23 million 300-room hotel in Baton Rouge to fulfill our obligations under the

development agreement. The hotel opened on February 5, 2001. Cash flows at Baton Rouge benefited by $3.1 million in 2000 due to the elimination of the incremental head tax.

Belle of Sioux City

Property: The Belle of Sioux City is located on the Missouri River in downtown Sioux City, Iowa. The riverboat features 12,500 square feet of gaming space, 430 slot machines and 20 table games. The Belle of Sioux City typically conducts one two-hour cruise each day for 100 days per year. At all other times the Belle of Sioux City remains dockside and operates with unlimited ingress and egress. The casino is complemented by adjacent barge facilities featuring buffet dining facilities, meeting space and administrative support offices.

We became the manager of the Belle of Sioux City on October 4, 1994 and on December 1, 1994 began operating the Belle of Sioux City through a partnership in which we were a 70% general partner and Sioux City Riverboat Corp., Inc. was a 30% limited partner. As manager of the casino we receive a management fee of 4.5% based upon the facility's adjusted gross gaming revenues (as defined in the management agreement). In July 2000, we purchased the 30% minority interest in the Belle of Sioux City Casino from Sioux City Riverboat Corp., Inc. for $9.2 million.

Capital Improvements: In 2000, we spent approximately $0.7 million to enhance our customers' gaming experience at the Belle of Sioux City. Specifically, we spent $0.5 million on slot machines.

Gaming Market: The Belle of Sioux City draws from a population of approximately 80,000 in Sioux City and an estimated 100,000 residents within a 40-mile radius of Sioux City. The Belle of Sioux City competes primarily with land-based Native American casinos that are not required to report gaming revenues and other operating statistics, therefore market comparisons cannot be made. We also compete with certain providers and operators of video gaming in the neighboring state of South Dakota. In addition, we compete with slot machines at a pari-mutual race track in Council Bluffs, Iowa and with two riverboat casinos in the Council Bluffs/Omaha, Nebraska market.

Regulatory Update: Our Iowa gaming license is subject to annual renewal each March. In addition, Iowa law stipulates that a referendum must be held in 2002 to reaffirm gaming in each county that has gaming and further stipulates that similar referenda be held every eight years thereafter.

Proposed Kenosha, Wisconsin Casino

Development Agreement: In December 2000, we entered into an agreement with Nii-Jii Entertainment, LLC ("Nii-Jii") to serve as the developer and operator of a proposed casino in Kenosha, Wisconsin. Nii-Jii separately has entered into an agreement with the Menominee Indian Tribe of Wisconsin to serve as the manager of the casino project proposed at the Dairyland Greyhound Race Track site in Kenosha. The proposed casino project is subject to numerous regulatory approvals, including receiving approval from the United States Bureau of Indian Affairs for placing in federal trust the proposed casino site for the benefit of the tribe. Under our agreement with Nii-Jii, we have committed to provide up to $40 million of financing for the project. Our financing commitment is conditioned upon obtaining the requisite regulatory approvals for all parties and the tribe raising the remaining project costs through an institutional debt offering.

Insurance

We carry property and casualty insurance on our land-based assets and our vessels, generally in the amount of their replacement costs, with a nominal deductible with respect to our land-based assets and a deductible equal to 2% of the replacement value of the vessels. Our land-based assets are covered by flood insurance. Our general liability insurance with respect to land-based operations has a limit of $1 million per occurrence and $2 million as an annual aggregate with a $50,000 deductible. Our general liability insurance with respect to our marine operations has a $100,000 per occurrence deductible with

per occurrence coverage up to a $75 million limit. With respect to worker's compensation we have a $250,000 per occurrence deductible with a $1 million per occurrence limit. We carry business interruption insurance at our properties which carry a deductible ranging from 14 to 30 days depending on the location and maximum coverage up to $83 million.

Competition

The U.S. gaming industry is intensely competitive and features many participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery and poker machines not located in casinos, Native American gaming and other forms of gambling in the United States. Gaming competition is particularly intense in each of the markets where we operate. Historically, we have been an early entrant in each of our markets; however, as competing properties have opened, our operating results in each of these markets have been negatively affected. Many of our competitors have more gaming industry experience, are larger and have significantly greater financial and other resources. In addition, some of our direct competitors in certain markets may have superior facilities and/or operating conditions in terms of:

•: amenities offered at the gaming facility and the related support and entertainment facilities;
•: convenient parking facilities;
•: a location more favorably situated to the population base of a market and ease of accessibility to the casino site; and
•: favorable tax or regulatory factors.

The competitive position of each of our casino properties is discussed in detail in the subsection entitled "Gaming Market" in the "The Company — Casino Properties" section of this prospectus.

There could be further competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. We expect each market in which we participate, both current and prospective, to be highly competitive.

Marketing

We have changed our marketing focus from mass marketing to direct and relationship marketing in order to encourage repeat business and foster customer loyalty. We have designed an overall marketing strategy to attain our objective of utilizing direct marketing as our primary means of communicating with our customers. Although the marketing plan for each of our properties is tailored to the specific needs of the site, the overall strategic components are relatively constant:

•: further refine and enhance our database marketing efforts;
•: create a full-service player development program to service our premium customers;
•: aggressively market our gaming product and facility improvements;
•: refine, enhance and expand the schedule of parties, events and entertainment; and
•: utilize public relations as a tool to increase awareness, and reinforce marketing efforts by publicizing winners.

A key tactic in implementing our overall strategy is the effective use of the information we obtain regarding our customers' playing activity. At each of our properties, we encourage patrons to join the Argosy Preferred Club. We then track the member's level of play through the use of sophisticated player tracking systems. As of December 31, 2000, we had over 1,200,000 Preferred Club members and we are adding, on average, over 20,000 new members each month. Utilizing the information from our

database, we create targeted promotions including exclusive direct mail offers and "members only" parties, tournaments, sweepstakes and special entertainment events.

Employees

As of December 31, 2000, we employed approximately 4,517 full-time and 759 part-time employees. Approximately 2,778 employees, located throughout our properties, are represented by the Seafarers International Union of North America. We have collective bargaining agreements with that union which expire at various times between June 2003 and June 2004. In Alton, 10 of our employees are represented by the International Brotherhood of Electrical Workers and approximately 83 employees are represented by the United Plant Guard Workers of America. In addition, 34 employees located throughout our properties except Alton are represented by American Maritime Officers Union.

We have not experienced any work stoppages and believe our labor relations are generally satisfactory.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of our directors and executive officers.

Name	Age	Position
William F. Cellini(a)	66	Chairman of the Board of Directors
George L. Bristol(b)	60	Director
Jimmy F. Gallagher(b)	72	Director
F. Lance Callis(c)	65	Director
John B. Pratt(c)	78	Director
Edward F. Brennan(c)	60	Director
James B. Perry(b)	51	Director, President and Chief Executive Officer
Donald J. Malloy	39	Senior Vice President, Secretary and General Counsel
James A Gulbrandsen	60	Senior Vice President — Operations
Dale R. Black	37	Senior Vice President and Chief Financial Officer
Virginia M. McDowell	43	Senior Vice President — Sales and Marketing
R. Ronald Burgess	57	Senior Vice President — Human Resources

(a): Mr. Cellini comprises a class of directors whose term expires in 2002.
(b): Messrs. Bristol, Gallagher and Perry comprise a class of directors whose term expires in 2003.
(c): Messrs. Callis, Pratt and Brennan comprise a class of directors whose term expires in 2001.

William F. Cellini has been Chairman of Argosy's Board of Directors since February 1993. Mr. Cellini has served as Chief Executive Officer of New Frontier Group, a real estate development, management and construction concern with offices in Chicago and Springfield, Illinois since 1977. Mr. Cellini is a member of the Nominating Committee of the Board of Directors.

George L. Bristol has been President of GLB, Inc., a consulting firm, since 1977. He has been a member of Argosy's Board of Directors since January 1995 and is a member of its Audit Committee. Mr. Bristol was Argosy's Acting Chief Executive Officer from January 13, 1997 to April 20, 1997.

Jimmy F. Gallagher has been a director of Argosy since February 1993 and is currently a member of its Nominating Committee and Audit Committee. Mr. Gallagher retired from the gaming industry in March 1991. From March 1990 to March 1991, he was Supervisor of Casino Games for the Park Hotel and Casino in Las Vegas, Nevada.

F. Lance Callis has been a partner with the law firm of Callis, Papa, Jackstadt & Halloran P.C. (formerly Pratt & Callis, P.C.), with offices in St. Louis, Missouri and Granite City, Illinois, since 1986. Mr. Callis has been a member of Argosy's Board of Directors since February 1993 and is a member of its Compensation Committee and Nominating Committee.

John B. Pratt, Sr. has practiced law in White Hall, Illinois as a sole practitioner since 1986. He has been a member of Argosy's Board of Directors since February 1993 and is a member of its Compensation Committee, Nominating Committee and Audit Committee.

Edward F. Brennan has been a partner with the law firm of Brennan, Jones & Brennan P.C. (formerly Brennan, Cates & Constance) in Belleville, Illinois since 1987. He has been a member of Argosy's Board of Directors since January 1995, and also serves on the Audit Committee and Compensation Committee of the Board of Directors.

James B. Perry has been Argosy's President and Chief Executive Officer since April 21, 1997. Mr. Perry was elected to the Board of Directors during 2000. From August 1996 to April 1997,

Mr. Perry was President of the Hospitality Group of Keating Building Group. From 1976 to August 1996, Mr. Perry was employed by Aztar Corporation in numerous positions, including President and General Manager of TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey.

Donald J. Malloy has been Argosy's Senior Vice President and General Counsel since April 6, 1999. From January 1996 until April 1999, Mr. Malloy served as Vice President and Corporate Counsel. On January 8, 1999 Mr. Malloy assumed the additional role of Secretary. From June 1990 to December 1995, Mr. Malloy was an attorney with the law firm of Winston & Strawn in Chicago, Illinois.

James A. Gulbrandsen has been Argosy's Senior Vice President — Operations since June 1, 1997. From late 1996 to June 1997, Mr. Gulbrandsen was retired. From 1992 to 1996, Mr. Gulbrandsen was an owner/operator of the Womack Casino in Cripple Creek, Colorado.

Dale R. Black has been Argosy's Senior Vice President and Chief Financial Officer since April 1998. From April 1993 to March 1998, Mr. Black served as Corporate Controller. Prior to joining Argosy, Mr. Black held various financial management positions throughout his career in both industry and with a "Big Five" public accounting firm.

Virginia M. McDowell has been Senior Vice President — Sales and Marketing since June 1, 1997. From September 1996 to May 1997, Ms. McDowell was General Manager of the Northeast Offices of Creative Data Services, Inc. From 1984 to August 1996, Ms. McDowell held numerous positions with Aztar Corporation, including Vice President of Business Development of TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey.

R. Ronald Burgess has been Senior Vice President — Human Resources since June 1999. From July 1986 to June of 1999, Mr. Burgess served in several human resources leadership roles with Harrah's Entertainment and the predecessor organization Promus Companies and Holiday Corporation in Memphis.

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of important terms of our material indebtedness.

Senior Credit Facility

As part of a 1999 refinancing transaction, we and substantially all of our wholly-owned operating subsidiaries entered into a senior secured revolving bank credit facility with Wells Fargo Bank, National Association and certain other lenders. The credit facility was restated in its entirety earlier this year. The credit facility provides for a revolving credit facility with an aggregate principal amount of up to $400 million and terminates on June 8, 2004. The initial advances under the credit facility were used in connection with the redemption of our 12% convertible subordinated notes. Subsequent advances under the credit facility have been and may continue to be used to finance acquisitions and capital improvements, to provide working capital and for general corporate purposes.

The credit facility is secured by liens on substantially all of our assets, including the equity interests in certain of our subsidiaries and substantially all of the assets of our subsidiaries party to the credit facility, including the subsidiary that operates the Lawrenceburg casino. The credit facility contains customary representations and warranties and affirmative and negative covenants (including, among others, covenants relating to financial and compliance reporting, capital expenditures, restricted payments, maintenance of certain financial ratios, incurrence of liens, sale or disposition of assets and incurrence of other debt).

At our option, interest for advances under the credit facility will accrue at either:

•: the rate of interest for 1, 2, 3, or 6 month dollar deposits as quoted on the Telerate System Reports in the London interbank eurodollar market ("LIBOR") plus a spread ranging from 1.25% to 2.75%; or
•: the higher of (1) the rate most recently announced by Wells Fargo Bank, National Association as its "prime rate" or (2) the Federal Funds Rate plus one-half of one percent per annum (such higher rate, the "Base Rate") plus a spread ranging from 0% to 1.50%.

The credit facility provides that interest on LIBOR advances will be payable at the end of each applicable interest period or quarterly. Interest on Base Rate advances will be payable quarterly. Upon default, interest will accrue at the Base Rate plus the applicable spread plus 2.00%.

Under the terms of the credit facility, we have the right to arrange for a $100 million increase to the borrowing availability under the credit facility.

Original Notes

In June 1999, we issued $200 million principal amount of 10³/4% senior subordinated notes due 2009, all of which remain outstanding. The original notes are unconditionally guaranteed by substantially all of our wholly-owned subsidiaries. The terms of the original notes are identical to the terms of the registered notes.

DESCRIPTION OF NOTES

As used in this description, the word "Company" refers only to Argosy Gaming Company and not to any of its subsidiaries. Other capitalized terms used in this description are defined later under the heading "— Certain Definitions."

The restricted notes were, and the registered notes will be, issued under an indenture (as such indenture may be amended or supplemented, the "Indenture") among the Company, as issuer, the Subsidiary Guarantors, as guarantors, and Bank One Trust Company, NA, as trustee (the "Trustee").

The terms of the registered notes are nearly identical to the terms of the restricted notes in all material respects, including interest rate and maturity, except that the registered notes will not be subject to:

•: the restriction on transfer; and
•: the registration rights agreements' covenants regarding registration of the notes.

The following summary of certain provisions of the Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, including the definitions of certain terms therein and those terms made a part thereof by the Trust Indenture Act of 1939, as amended. We urge you to read the Indenture, because it and not this description, defines your rights as holders of the Notes. You may obtain copies of the Indenture from the Company upon request. Certain defined terms used in this description but not defined below under "— Certain Definitions" have the meanings assigned to them in the Indenture.

General

The registered notes will be, and the restricted notes are, unsecured senior subordinated obligations of the Company, in an aggregate principal amount of $150 million, and will mature on June 1, 2009. In addition, the Company issued in June 1999 and currently has outstanding an additional $200 million aggregate principal amount of its 10³/4% Senior Subordinated Notes due 2009. Subject to the covenants described below under "— Covenants" and applicable law, the Company may issue additional notes under the Indenture. The original notes, the restricted notes, the registered notes and any additional notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture. For purposes of this description, references to the "Notes" include the original notes, the restricted notes, the registered notes and any additional notes subsequently issued under the Indenture.

Interest on the registered notes will accrue at the rate of 10³/4% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2001. The Company will make each interest payment to the Holders of record on the immediately preceding May 15 and November 15. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid.

As of the date of this prospectus, all of our subsidiaries are "Restricted Subsidiaries," except the two wholly-owned subsidiaries formed in connection with our agreement to develop and operate the proposed Kenosha, Wisconsin casino. Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the Notes.

If, by August 7, 2001, the Company has not consummated a registered exchange offer for the restricted notes or caused a shelf registration statement with respect to resales of the restricted notes to be declared effective, the interest rate on the restricted notes will increase by 0.5% per annum until the consummation of a registered exchange offer or the effectiveness of a shelf registration statement. See "— Registration Rights."

In certain circumstances, if the Company sells its partnership interest in Indiana Gaming Company L.P. or if Indiana Gaming L.P. sells substantially all of its assets, the interest rate on the Notes will increase by 0.5% per annum. See "— Covenants — Repurchase of Notes in Connection with Sale of Lawrenceburg Interest."

If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Additional Interest, if any, on that Holder's Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

The Company will issue registered notes in fully registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. See "— Book-Entry; Delivery and Form." No service charge will be made for any registration of transfer or exchange of Notes, but the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.

Paying Agent and Registrar for the Notes

The Trustee acts as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. See "— Book Entry; Delivery and Form" and "Transfer Restrictions" below.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Subsidiary Guarantees

The Subsidiary Guarantors and any future Restricted Subsidiaries of the Company jointly and severally guarantee the Company's obligations under the Notes. Each Subsidiary Guarantee is subordinated to the prior payment in full of all Senior Indebtedness of that Subsidiary Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors — Fraudulent Conveyance Matters."

Substantially all of the Company's subsidiaries currently guarantee the Notes, except for the Company's wholly-owned subsidiaries formed in connection with the Company's agreement to develop and operate the proposed Kenosha, Wisconsin casino. However, subsidiaries that become guarantors under the Company's senior credit facility are also required to guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us.

The Subsidiary Guarantors generated 47% of our consolidated net revenues in the year ended December 31, 2000 and held 51% of our consolidated assets as of December 31, 2000. As a result of the Company's acquisition of the outstanding minority interests in the Lawrenceburg Casino, the Company's subsidiaries that operate the Lawrenceburg casino have become Subsidiary Guarantors. In

addition, the Company's subsidiaries that operate the Belle of Sioux City casino have become Subsidiary Guarantors. As a consequence, the Subsidiary Guarantors virtually hold 100% of the Company's assets and generate substantially all of the Company's revenues. See footnote 14 to our Consolidated Financial Statements included elsewhere in this prospectus for more detail about the division of our consolidated revenues and assets between our Subsidiary Guarantors and non-guarantor subsidiaries.

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless:

•: immediately after giving effect to such transaction, no Default or Event of Default exists; and
•: either: the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee; or the Net Proceeds of such sale or other disposition are applied in accordance with the "Limitations on Asset Sales" covenant described below.

The Subsidiary Guarantee of a Subsidiary Guarantor will be released:

•: in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantor, if the Subsidiary Guarantor applies the Net Proceeds of that sale or other disposition in accordance with the "Limitations on Asset Sales" covenant described below;
•: in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantor, if the Company applies the Net Proceeds of that sale in accordance with the "Limitation on Asset Sales" covenant described below; or
•: if the Company designates any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the Indenture.

See "— Covenants — Limitation on Asset Sales."

Optional Redemption

On or after June 1, 2004, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date (subject to the right of Holders of record on the relevant record date that is on or prior to the redemption date to receive interest due on an interest payment date), if redeemed during the twelve-month period beginning on June 1, of the years indicated below:

Year	Percentage
2004	105.375	%
2005	103.583	%
2006	101.792	%
2007 and thereafter	100.000	%

In addition, at any time prior to June 1, 2002, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 110.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the

relevant record date that is on or prior to the redemption date to receive interest due on an interest payment date), with the Net Cash Proceeds of one or more Public Equity Offerings; provided that:

•: at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and
•: the redemption must occur within 60 days of the date of the closing of Public Equity Offering.

Gaming Redemption

If any Gaming Authority:

•: requests or requires a holder or beneficial owner of Notes to appear before, submit to the jurisdiction of or provide information to, such Gaming Authority and such holder or beneficial owner either refuses to do so or otherwise fails to comply with such request or requirement within a reasonable period of time; or
•: determines that any holder or beneficial owner of Notes is not suitable or qualified with respect to beneficial ownership of the Notes,

then the Company may:

•: require that such holder or beneficial owner dispose of its Notes within 30 days (or such earlier date as required by the Gaming Authority) of (1) the termination of the 30-day period described above for the holder or beneficial owner to apply for a license, qualification or finding of suitability or (2) the receipt of the notice from the Gaming Authority that the holder or beneficial owner will not be licensed, qualified or found suitable; or
•: redeem the Notes of such holder or beneficial owner at a price equal to the lesser of (1) the price at which such holder or beneficial owner acquired such Notes or (2) the Fair Market Value of such Notes or, if the Notes are listed on a national securities exchange, the last reported sale price on the date the Company notifies such holder or beneficial owner of the redemption.

Immediately upon a determination that a holder or beneficial owner will not be licensed, qualified or found suitable, the holder or beneficial owner will have no further rights (1) to exercise any right conferred by the Notes, directly or indirectly, through any trustee, nominee or any other Person or entity, or (2) to receive any interest or other distribution or payment with respect to the Notes or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The holder or beneficial owner applying for a license, qualification or finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

•: if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or
•: if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Sinking Fund

There will be no sinking fund payments for the Notes.

Registration Rights

The Company will use its best efforts, at its cost, to file and cause to become effective a registration statement with respect to a registered offer (the "Exchange Offer") to exchange the restricted notes for an issue of registered senior subordinated notes of the Company with terms identical to the restricted notes (except that the registered notes will not bear legends restricting the transfer thereof). Because the restricted notes accrue interest from their February 8, 2001 date of issuance, the required initial interest payment on the restricted notes on June 1, 2001 is less than the required June 1, 2001 interest payment on the original notes. Accordingly, the Company will not consummate the Exchange Offer prior to June 1, 2001 to ensure that the June 1, 2001 interest payment is properly allocated between the original notes and the restricted notes. Upon such registration statement being declared effective, the Company shall offer the registered notes in return for surrender of the restricted notes. Such offer shall remain open for not less than 20 business days after the date notice of the Exchange Offer is mailed to Holders. For each restricted note surrendered to the Company under the Exchange Offer, the Holder will receive a registered note of equal principal amount. Interest on each registered note shall accrue from the last Interest Payment Date on which interest was paid on the restricted notes so surrendered or, if no interest has been paid on such restricted notes, from the Closing Date.

In the event that applicable interpretations of the staff of the SEC do not permit the Company to effect the Exchange Offer, or under certain other circumstances, the Company shall, at its cost, use its best efforts to cause to become effective a shelf registration statement (the "Shelf Registration Statement") with respect to resales of the restricted notes and to keep such Shelf Registration Statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act after the Closing Date, or such shorter period that will terminate when all restricted notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company will, in the event of such a shelf registration, provide to each Holder copies of the prospectus, notify each Holder when the Shelf Registration Statement for the restricted notes has become effective and take certain other actions as are required to permit resales of the restricted notes. A Holder that sells its restricted notes pursuant to the Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a Holder (including certain indemnification obligations).

In the event that the Exchange Offer is not consummated and a Shelf Registration Statement, if applicable, is not declared effective on or prior to the date that is six months after the Closing Date, the annual interest rate borne by the restricted notes will be increased by 0.5% per annum until the

Exchange Offer is consummated or the Shelf Registration Statement is declared effective ("Additional Interest").

If the Company effects the Exchange Offer, the Company will be entitled to close the Exchange Offer 20 business days after the commencement thereof, provided that it has accepted all restricted notes theretofore validly surrendered in accordance with the terms of the Exchange Offer. Restricted notes not tendered in the Exchange Offer shall bear interest at the rate set forth on the cover page of this prospectus and be subject to all of the terms and conditions specified in the Indenture, including transfer restrictions.

This summary of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which is available from the Company upon request. We urge you to read the Registration Rights Agreement because it, and not this summary, defines your rights as holders of the restricted notes.

Ranking

The registered notes will be senior subordinated Indebtedness of the Company and the Subsidiary Guarantees will be senior subordinated Indebtedness of the Subsidiary Guarantors. The payment of the Senior Subordinated Obligations will, to the extent set forth in the Indenture, be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all Obligations due in respect of existing and future Senior Indebtedness. The registered notes will be effectively junior to all debt and other liabilities of the Company's subsidiaries that do not guarantee the Notes. As of December 31, 2000, our non-guarantor subsidiaries had approximately $80.5 million of outstanding debt and other liabilities, all of which are obligations of our Lawrenceburg joint-venture subsidiary. Assuming we had amended and restated the credit facility, completed our offering of the restricted notes and purchased the minority interests in our Lawrenceburg casino as of December 31, 2000, the Company and the Subsidiary Guarantors would have had $639.9 million of Indebtedness, $275.1 million of which would have been Senior Indebtedness and our non-guarantor subsidiaries would have had no outstanding debt or other liabilities as to which the registered notes would be effectively junior. Notwithstanding the foregoing, payment from the money or the proceeds of U.S. Government Obligations held in any defeasance trust described under "— Defeasance" below, will not be contractually subordinated in right of payment to any Senior Indebtedness or subject to the restrictions described herein.

The holders of Senior Indebtedness will be entitled to receive payment in full in cash or cash equivalents of all Obligations due in respect of Senior Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the commencement of any proceeding described below at the rate specified in the applicable Designated Senior Indebtedness whether or not interest is an allowed claim enforceable against the Company in such proceeding) before the Holders of Notes will be entitled to receive any payment on account of Senior Subordinated Obligations or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under "— Defeasance"), in the event of any distribution to creditors of the Company:

•: in a liquidation or dissolution of the Company;
•: in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;
•: in an assignment for the benefit of creditors; or
•: in any marshaling of the Company's assets and liabilities.

In addition, until all Obligations due with respect to Senior Indebtedness are paid in full in cash or cash equivalents, any such distribution to which Holders would be entitled shall be made to the holders of Senior Indebtedness (except that Holders may receive and retain Permitted Junior Securities and payments made from the trust described under "— Defeasance").

The Company and the Subsidiary Guarantors also may not make any payment in respect of any Senior Subordinated Obligations (except in Permitted Junior Securities or from the trust described under "— Defeasance") if:

•: a payment default on Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period; or
•: any other default occurs and is continuing on any series of Designated Senior Indebtedness that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the trustee or other representative for the holders of any Designated Senior Debt, or the holders of at least a majority of the outstanding principal amount of such Designated Senior Indebtedness.

Payments on the Notes and the Subsidiary Guarantees may and shall be resumed:

•: in the case of a payment default, upon the date on which such default is cured or waived; and
•: in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received.

No new Payment Blockage Notice may be delivered unless and until: (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (2) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the Notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

Notwithstanding the foregoing, the Company will be permitted to redeem any Notes to the extent required to do so by any Gaming Authority as described in "— Gaming Redemption."

The Company must promptly notify holders of Senior Indebtedness if payment of the Notes is accelerated because of an Event of Default.

Upon the occurrence of a Change in Control, certain Asset Sales, and certain sales of its interest in the Lawrenceburg casino, the Company will be required to offer to repurchase some or all of the Notes. See "— Covenants — Limitation on Asset Sales," "— Repurchase of Notes upon a Change of Control" and "Repurchase of Notes in Connection with Sale of Lawrenceburg Interest." The Credit Facility currently prohibits the Company from purchasing any Notes, and also provides that certain change of control or asset sale events with respect to the Company would constitute a default under the Credit Facility. Any future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may contain similar restrictions and provisions.

In the event a Change of Control, Asset Sale or sale of Lawrenceburg interests occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn,

constitute a default under such Senior Indebtedness. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the holders of Notes.

By reason of the subordination provisions described above, in the event of liquidation or insolvency, Holders of Notes may recover less, ratably, than creditors of the Company who are holders of Senior Indebtedness.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the Indenture. Reference is made to the indenture for the full definition of all terms as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with an Asset Acquisition by a Restricted Subsidiary; provided that Indebtedness of such Person which is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person becomes a Restricted Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

"Adjusted Consolidated Net Income" means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined in conformity with GAAP; provided that the following items shall be excluded in computing Adjusted Consolidated Net Income (without duplication):

(1): the net income of any Person that is not a Restricted Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to the Company or any of its Restricted Subsidiaries by such Person during such period;
(2): the net income (or loss) of any Person prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or all or substantially all of the property and assets of such Person are acquired by the Company or any of its Restricted Subsidiaries;
(3): the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;
(4): any gains or losses (on an after-tax basis) attributable to Asset Sales;
(5): solely for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (C) of the first paragraph of the "Limitation on Restricted Payments" covenant described below, any amount paid or accrued as dividends on Preferred Stock of the Company owned by Persons other than the Company and any of its Restricted Subsidiaries;
(6): all extraordinary gains and extraordinary losses, including any premium, fees and expenses payable in connection with the offering of the Notes, the repurchase of the First Mortgage Notes, the redemption of the Convertible Subordinated Notes and the initial establishment of the Credit Facility;
(7): any non cash impairment loss determined in accordance with GAAP related to the carrying value of (A) the long-lived assets associated with the Belle of Baton Rouge Casino or (B) other assets owned by the Company or its Restricted Subsidiaries as of the date of the Indenture that are recorded in the ordinary course of business and are being used by the

Company or have been replaced by other comparable assets of the Company or its Restricted Subsidiaries; and

(8): the cumulative effect of a change in accounting principles.

"Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For 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 such Person, whether through the ownership of voting securities, by contract or otherwise.

"Asset Acquisition" means

•: an investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any of its Restricted Subsidiaries, provided that such Person's primary business is related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such investment or
•: an acquisition by the Company or any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or any of its Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person, provided that the property and assets acquired are related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such acquisition.

"Asset Disposition" means the sale or other disposition by the Company or any of its Restricted Subsidiaries (other than to the Company or another Restricted Subsidiary) of

•: all or substantially all of the Capital Stock of any Restricted Subsidiary or
•: all or substantially all of the assets that constitute a division or line of business of the Company or any of its Restricted Subsidiaries.

"Asset Sale" means any sale, transfer or other disposition (including by way of merger, consolidation or sale-leaseback transaction) in one transaction or a series of related transactions by the Company or any of its Restricted Subsidiaries to any Person other than the Company or any of its Restricted Subsidiaries of

•: all or any of the Capital Stock of any Restricted Subsidiary,
•: all or substantially all of the property and assets of an operating unit or business of the Company or any of its Restricted Subsidiaries or
•: any other property and assets (other than the Capital Stock of or other Investment in an Unrestricted Subsidiary) that is outside the ordinary course of business of the Company or any of its Restricted Subsidiaries,

in each case, other than a sale of all or substantially all of the assets of the Company in compliance with the "Merger, Consolidation, or Sale of Assets" covenant described below; provided that "Asset Sale" shall not include:

•: sales or other dispositions of inventory, receivables and other current assets in the ordinary course of business,
•: sales, transfers or other dispositions of assets constituting a Restricted Payment permitted to be made under the "Limitation on Restricted Payments" covenant or Investments permitted pursuant to clause (6) of the definition of Permitted Investments,

•: sales or other dispositions of assets for consideration at least equal to the fair market value of the assets sold or disposed of, to the extent that the consideration received are invested in accordance with clause (B) of the "Limitation on Asset Sales" covenant,
•: the sale or other transfer of any of the Company's or any Restricted Subsidiary's interest in Indiana Gaming Company L.P., which transaction is governed by the "Repurchase of Notes in connection with Sale of Lawrenceburg Interest" covenant described below,
•: sales, transfers or other dispositions of assets with a Fair Market Value not in excess of $1.0 million in any transaction or series of related transactions, or
•: sales, transfers or other dispositions of furniture, fixtures or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries.

"Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

"Average Life" means, at any date of determination with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of (A) the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security and (B) the amount of such principal payment by (2) the sum of all such principal payments.

"Belle of Baton Rouge Casino" means the Belle of Baton Rouge Casino and the related Catfish Town entertainment facility.

"Capital Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock.

"Capitalized Lease" means, as applied to any Person, any lease of any property (whether real personal or mixed) of which the discounted present value of the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

"Capitalized Lease Obligations" means the discounted present value of the rental obligations under a Capitalized Lease.

"Change of Control" means the occurrence of any of the following:

•: a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) other than a group comprised of one or more Excluded Persons becomes the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 40% of the total voting power of the Voting Stock of the Company on a fully diluted basis;
•: individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by the Company's stockholders was approved by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office;

•: the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act); or
•: the adoption of a plan relating to the liquidation or dissolution of the Company.

"Closing Date" means the date on which the Notes are originally issued under the Indenture.

"Consolidated EBITDA" means, for any period, Adjusted Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Adjusted Consolidated Net Income:

•: Consolidated Interest Expense,
•: income taxes (other than income taxes (either positive or negative) attributable to extraordinary and non-recurring gains or losses or sales of assets),
•: depreciation expense,
•: amortization expense and
•: all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), less all non-cash items increasing Adjusted Consolidated Net Income (other than normal recurring accruals of revenue in the ordinary course of business), all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP,

provided that, if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (1) the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by (2) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted Subsidiaries.

"Consolidated Indebtedness" means with respect to any Person at any date of determination (without duplication):

•: the total amount of Indebtedness of such Person and its Restricted Subsidiaries, plus
•: the total amount of Indebtedness of any other Person, to the extent that such Indebtedness has been Guaranteed by the referrent Person or one or more of its Restricted Subsidiaries, plus
•: the aggregate liquidation value of all Disqualified Stock of such Person and all preferred stock of Restricted Subsidiaries of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, for any period, the aggregate amount of:

•

interest in respect of Indebtedness of the Company and its Consolidated Subsidiaries (including, without limitation, amortization of original issue discount on any such Indebtedness, the interest portion of any deferred payment obligation and imputed interest with respect to Attributable Debt, calculated in accordance with the effective interest method of accounting; all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing; the net costs associated with Interest Rate Agreements); provided, however, that "Consolidated Interest Expense" shall not include interest in respect of

(A): Indebtedness of Indiana Gaming Company L.P. outstanding on the date of the Indenture that is owed to any minority partner of Indiana Gaming Company L.P.,

(B): Indebtedness of Indiana Gaming Company L.P. that is incurred after the date of the Indenture if such Indebtedness is owed to any minority partner of Indiana Gaming Company L.P. to the extent that Indiana Gaming Company L.P. concurrently incurs Indebtedness to The Indiana Gaming Company on a pro rata basis, based on The Indiana Gaming Company's percentage interest in Indiana Gaming Company L.P.; and
(C): the Indiana Gaming Company L.P. minority partners' pro rata portion, based on such partners' percentage interest in Indiana Gaming Company L.P., of Indebtedness of Indiana Gaming Company L.P.

•: owed to third parties; and
•: owed to any minority partner of Indiana Gaming Company L.P. and incurred after the date of the Indenture to the extent that such Indebtedness is not excluded from Consolidated Interest Expense pursuant to clause (B) above;
•: all but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by the Company and its Restricted Subsidiaries during such period;
•: any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; and
•: the product of (1) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Capital Stock payable solely in Capital Stock of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (2) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

excluding, however,

•: any amount of such interest of any Restricted Subsidiary if the net income of such Restricted Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (3) of the definition thereof) and
•: any premiums, fees and expenses (and any amortization thereof) payable in connection with the offering of the Notes, the repurchase of the First Mortgage Notes, redemption of Convertible Subordinated Notes and the initial establishment of the Credit Facility,

all as determined on a consolidated basis (without taking into account Unrestricted Subsidiaries) in conformity with GAAP.

"Consolidated Net Worth" means, at any date of determination, stockholders' equity as set forth on the most recently available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries (which shall be as of a date not more than 135 days prior to the date of such computation, and which shall not take into account Unrestricted Subsidiaries), less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP (excluding the effects of foreign currency exchange

adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52).

"Consolidated Subsidiaries" means, for any Person, each Subsidiary of such Person (whether existing on the date of the Indenture or created or acquired thereafter) the financial statements of which are consolidated for financial statement reporting purposes with the financial statements of such Person in accordance with GAAP.

"Credit Facility" means the Credit Agreement dated the date of the Indenture, among the Company, the Subsidiary Guarantors, and Wells Fargo Bank, N.A., as administrative agent bank and the lenders referred to therein, together with any agreements, instruments and documents executed or delivered pursuant to or in connection with such Credit Facility (including, without limitation, any Guarantees and security documents), in each case as such Credit Facility or such agreements, instruments or documents may be amended, supplemented, extended, renewed, refinanced or otherwise modified from time to time.

"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

"Debt to EBITDA Ratio" means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated Indebtedness of the Company and its Restricted Subsidiaries as of such Transaction Date to (2) the aggregate amount of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the then most recent four fiscal quarters prior to such Transaction Date (the "Four Quarter Period") for which reports have been filed with the SEC or provided to the Trustee. In making the foregoing calculation:

(A): pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during the period (the "Reference Period") commencing on the first day of the Four Quarter Period and ending on the Transaction Date as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and
(B): pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period;

provided that to the extent that clause (A) or (B) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

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

"Designated Senior Indebtedness" means

(1): any Indebtedness outstanding under the Credit Facility (except that any Indebtedness which represents a partial refinancing of Indebtedness theretofore outstanding pursuant to the Credit Facility, rather than a complete refinancing thereof, shall only constitute Designated Senior Indebtedness if such partial refinancing meets the requirements of clause (2) below) and

(2): any other Senior Indebtedness that, at the date of determination, has an aggregate principal amount outstanding of at least $20 million and that had been specifically designated by the Company as "Designated Senior Indebtedness."

"Disqualified Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is

(1): required to be redeemed prior to the Stated Maturity of the Notes,
(2): redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or
(3): convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes;

provided that any Capital Stock that would not contribute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in "Limitation on Asset Sales" and "Repurchase of Notes upon a Change of Control" covenants described below and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Company's repurchase of such Notes as are required to be repurchased pursuant to the "— Limitation on Asset Sales" and "Repurchase of Notes upon a Change of Control" covenants described below.

"Excluded Persons" means William F. Cellini, F. Lance Callis, Jimmy F. Gallagher, William J. McEnery, John B. Pratt, Sr., James S. Connors and Stephanie Pratt, each of such person's immediate family or a trust or similar entity existing solely for the benefit of such person or such person's immediate family.

"Fair Market Value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a resolution of the Board of Directors.

"First Mortgage Notes" means our first mortgage notes due 2004.

"FF&E Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries that is Incurred to finance the acquisition or lease after the date of the Indenture of furniture, fixtures or equipment ("FF&E") used directly in the operation of any of the Company's Material Casinos and secured solely by a Lien on such FF&E, which Indebtedness has a principal amount not to exceed 100% of the cost of the FF&E so purchased or leased.

"GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without limitation, those 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 or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.

"Gaming Authority" means any agency, authority, board, bureau, commission, department, office or instrumentality of the United States or foreign government, any state province or any city or other political subdivision, or any officer of official thereof, including the Illinois Gaming Board, the Indiana Gaming Commission, the Iowa Racing and Gaming Commission, the Louisiana Gaming Control Board,

the Missouri Gaming Commission and any other agency with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Company or any of its Subsidiaries.

"Gaming License" means every license, franchise or other authorization required to own, lease, operate or otherwise conduct the present and future gaming activities of the Company and its Subsidiaries.

"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

•: to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or
•: entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business;

excluding, however,

(A): Indebtedness of Indiana Gaming Company L.P. outstanding on the date of the Indenture that is owed to any minority partner of Indiana Gaming Company L.P.,
(B): Indebtedness of Indiana Gaming L.P. that is incurred after the date of the Indenture if such Indebtedness is owed to any minority partner of Indiana Gaming Company L.P. to the extent that Indiana Gaming Company L.P. concurrently incurs Indebtedness to the Indiana Gaming Company on a pro rata basis, based on The Indiana Gaming Company's percentage interest in Indiana Gaming Company L.P. and
(C): the Indiana Gaming Company L.P. minority partners' pro rata portion, based on such partners' percentage interest in Indiana Gaming Company L.P., of Indebtedness of Indiana Gaming Company L.P. owed to third parties and owed to any minority partner of Indiana Gaming Company L.P. and incurred after the date of the Indenture to the extent that such Indebtedness is not excluded from Consolidated Interest Expense pursuant to clause (B) above.

The term "Guarantee" used as a verb has a corresponding meaning.

"Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an "Incurrence" of Acquired Indebtedness; provided that neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness.

"Indebtedness" means, with respect to any Person at any date of determination (without duplication):

•: all indebtedness of such Person for borrowed money;
•: all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

•: all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
•: all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;
•: all Capitalized Lease Obligations;
•: all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (1) the Fair Market Value of such asset at such date of determination and (2) the amount of such Indebtedness;
•: all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; and
•: to the extent not otherwise included in this definition, obligations under Currency Agreements and Interest Rate Agreements.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided that

•: the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP,
•: money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be "Indebtedness" so long as such money is held to secure the payment of such interest and
•: Indebtedness shall not include any liability for federal, state, local or other taxes.

"Interest Coverage Ratio" means, on any Transaction Date, the ratio of (1) the aggregate amount of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been filed with the SEC or provided to the Trustee (the "Four Quarter Period") to (2) the aggregate Consolidated Interest Expense of the Company and its Restricted Subsidiaries during such Four Quarter Period. In making the foregoing calculation:

(1): pro forma effect shall be given to any Indebtedness Incurred or repaid during the period (the "Reference Period") commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement to the extent of the commitment thereunder (or under any predecessor revolving credit or similar arrangement) in effect on the last day of such Four Quarter Period unless any portion of such Indebtedness is projected, in the reasonable judgment of the senior management of the Company, to remain outstanding for a period in excess of 12 months from the date of the Incurrence thereof), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period (and pro forma effect shall be given to

eliminate interest attributable to the Indebtedness represented by the First Mortgage Notes upon the funding on the date of the Indenture of a special purpose account with the trustee for the First Mortgage Notes and any other Indebtedness which has been defeased either pursuant to a "covenant defeasance" or "legal defeasance" in accordance with the instrument under which it was incurred);

(2): Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period;
(3): pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to the application of proceeds of any Asset Disposition) that occur during such Reference Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and
(4): pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to the application of proceeds of any asset disposition) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Company or any Restricted Subsidiary during such Reference Period and that would have constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference Period;

provided that to the extent that clause (3) or (4) of this sentence requires that pro forma effect be given to an Asset Acquisition or Asset Disposition, such pro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial information is available.

"Interest Rate Agreement" means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.

"Investment" in any Person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement; but excluding advances to customers, suppliers or contractors in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable or prepaid items on the balance sheet of the Company or its Restricted Subsidiaries) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include:

•: the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and
•: the retention of the Capital Stock (or any other Investment) by the Company or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary, including without limitation, by reason of any transaction permitted by clause (3) of the "Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries" covenant.

For purposes of the definition of "Unrestricted Subsidiaries" and the "Limitation on Restricted Payments" covenant described below, the amount of or a reduction in an Investment shall be equal to the fair market value thereof at the time such Investment is made or reduced.

"Lawrenceburg Casino" means the Company's hotel and casino located in Lawrenceburg, Indiana.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (inducing, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest).

"Material Casino" means any gaming establishment possessing at least 400 slot machines and at least 20 table games.

"Minority Interests" means the partnership interests, including common and preferred equity interests of, and the associated partner loans to, Indiana Gaming Company L.P. of the partners of Indiana Gaming Company L.P. other than the Company and its Restricted Subsidiaries.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means:

•: with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of
•: brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,
•: provisions for all taxes (whether or not such taxes will actually be paid or are payable) as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries, taken as a whole,
•: payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (1) is secured by a Lien on the property or assets sold or (2) is required to be paid as a result of such sale and
•: appropriate amounts to be provided by the Company or any Restricted Subsidiary as a reserve against any liabilities associated with such Asset Sale, 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, all as determined in conformity with GAAP and
•: with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney's fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Non-Recourse Indebtedness" means Indebtedness:

•: as to which neither the Company nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute

Indebtedness) or (2) is directly or indirectly liable as a guarantor or otherwise (other than the Indiana Gaming Company solely in its capacity as general partner of Indiana Gaming L.P.);

•: no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
•: as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

"Offer to Purchase" means an offer to purchase Notes by the Company from the Holders commenced by mailing a notice to the Trustee and each Holder stating:

•: the covenant pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;
•: the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Payment Date");
•: that any Note not tendered will continue to accrue interest pursuant to its terms;
•: that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;
•: that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled "Option of the Holder to Elect Purchase" on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;
•: that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and
•: that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.

On the Payment Date, the Company shall

•: accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase;
•: deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and
•: deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers' Certificate specifying the Notes or portions thereof accepted for payment by the Company.

The Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered, provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof. The Company will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The Trustee shall act as the Paying Agent for an Offer to Purchase. The Company will comply with Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is required to repurchase Notes pursuant to an Offer to Purchase.

"Permitted Investment" means:

(1)

an Investment in the Company or a Restricted Subsidiary or a Person which will, upon the making of such investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, the Company or a Restricted Subsidiary; provided that such person's primary business is related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such Investment;

(2)

Temporary Cash Investments;

(3)

payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;

(4)

stock, obligations or securities received in satisfaction of judgments;

(5)

Interest Rate Agreements and Currency Agreements designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in interest rates or foreign currency exchange rates;

(6)

Investments in any Person the primary business of which is related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries; provided that at the time of such Investment the aggregate amount of such Investments pursuant to this clause (6) does not exceed $15.0 million;

(7)

any purchase of less than 100% of the then outstanding Minority Interests in Indiana Gaming Company L.P.; provided, that at the time of such Investment,

(A): no Default or Event of Default shall have occurred and be continuing, and
(B): either (i) the Company could Incur at least $1.00 of Indebtedness under the first paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant; or (ii) without regard to whether the Company could incur any amount of Indebtedness, the Company would have been permitted to make a Restricted Payment pursuant to clause (C) of the first paragraph of the "Limitation on Restricted Payments" covenant described below equal to the amount of the proposed expenditure for such purchase of the Minority Interests;

(8): Investments in an Unrestricted Subsidiary which are used to develop a hotel to be used in connection with a Material Casino; provided that at the time of such Investment the aggregate amount of such Investments pursuant to this clause (8) does not exceed $10.0 million; and
(9): early retirement of Indebtedness outstanding on the date of the Indenture owed to former shareholders of Jazz Enterprises Inc.

"Permitted Junior Securities" means:

•: Equity Interests in the Company or any Subsidiary Guarantor; or

•: debt securities that are subordinated to all Senior Indebtedness and any debt securities issued in exchange for Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Indebtedness under the Indenture.

"Permitted Lender" means

•: the lenders under the Credit Facility,
•: any affiliate of any lender under the Credit Facility,
•: any commercial bank, savings bank or loan association having a combined capital and surplus of at least $100.0 million,
•: any other financial institution, including a mutual fund or other fund, having total assets of at least $250.0 million and
•: any other Person that qualifies as a "qualified institutional buyer" pursuant to Rule 144A under the Securities Act, any purchaser of Indebtedness pursuant to Regulation S under the Securities Act and any purchaser of Indebtedness that is registered under the Securities Act.

"Permitted Liens" means

•: Liens securing obligations under Senior Indebtedness that is permitted to be incurred pursuant to the Indenture including, without limitation, the Credit Facility;
•: Liens existing on the Closing Date;
•: Liens granted after the Closing Date on any assets or Capital Stock of the Company or its Restricted Subsidiaries created in favor of the Holders;
•: Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;
•: statutory and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made;
•: Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security;
•: Liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, bankers' acceptances, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);
•: easements, rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries;
•: Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that

•: such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant described below, to finance the cost (including the cost of improvement or construction) of the item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property,
•: the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and
•: any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;
•: leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries, taken as a whole;
•: Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Company or its Restricted Subsidiaries relating to such property or assets;
•: any interest or title of a lessor in the property subject to any Capitalized Lease or operating lease;
•: Liens arising from filing Uniform Commercial Code financing statements regarding leases;
•: Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes or becomes a part of, any Restricted Subsidiary, provided that such Liens do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets acquired;
•: Liens in favor of the Company or any Restricted Subsidiary, other than Liens securing intercompany Indebtedness incurred under clause (3) of the second paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant described below;
•: Liens arising from the rendering of a final judgment or order against the Company or any Restricted Subsidiary that does not give rise to an Event of Default;
•: Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;
•: 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;
•: Liens encumbering customary initial deposits and margin deposits, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Interest Rate Agreements and Currency Agreements and forward contracts, options, future contracts, futures options or similar agreements or arrangements designed solely to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;
•: Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Company and its Restricted Subsidiaries prior to the Closing Date;
•: Liens on or sales of receivables;

•: Liens securing obligations under Currency Agreements and Interest Rate Agreements entered into in the ordinary course of business; and
•: Liens in addition to the foregoing incurred in the ordinary course of business provided that the amount of the obligations secured by such Liens does not exceed in the aggregate $5.0 million at any one time outstanding and that
•: are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and
•: do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of the business by the Company or any of its Subsidiaries.

"Public Equity Offering" means an underwritten primary public offering of Common Stock of the Company pursuant to an effective registration statement under the Securities Act.

"Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary.

"S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, and its successors.

"Senior Indebtedness" means the following obligations of the Company or a Subsidiary Guarantor, whether outstanding on the Closing Date or thereafter Incurred:

(1): all Indebtedness and all other monetary obligations (including, without limitation, expenses, fees, principal, interest reimbursement obligations under letters of credit and indemnities payable in connection therewith) of the Company or a Subsidiary Guarantor under (or in respect of) the Credit Facility or any Interest Rate Agreement or Currency Agreement relating to the Indebtedness under the Credit Facility and
(2): all other Indebtedness and all other monetary obligations of the Company or a Subsidiary Guarantor (other than the Notes), including principal and interest on such Indebtedness, unless such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is on a parity with, or subordinated in right of payment to, the Notes or any Subsidiary Guarantee;

Notwithstanding anything to the contrary in clauses (1) and (2) above, Senior Indebtedness shall not include:

•: any Indebtedness of the Company that, when Incurred, was without recourse to the Company,
•: any Indebtedness of the Company to a Subsidiary of the Company, or to a joint venture in which the Company has an interest,
•: any Indebtedness of the Company, to the extent not permitted by the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant or the "Limitation on Senior Subordinated Indebtedness" covenant described below,
•: any repurchase, redemption or other obligation in respect of Disqualified Stock,
•: any Indebtedness to any employee of the Company or any of its Subsidiaries,
•: any liability for taxes owed or owing by the Company or any of its Subsidiaries or
•: any Trade Payables.

"Senior Subordinated Obligations" means any principal of, premium, if any, or interest on the Notes payable pursuant to the terms of the Notes or the Subsidiary Guarantees or upon acceleration,

including any amounts received upon the exercise of rights of rescission or other rights of action (including claims for damages) or otherwise, to the extent relating to the purchase price of the Notes and the Subsidiary Guarantees or amounts corresponding to such principal, premium, if any, or interest on the Notes.

"Significant Subsidiary" means, at any date of determination, any Subsidiary that, together with its Subsidiaries:

•: for the most recent fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company and its Subsidiaries or
•: as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of the Company and its Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year.

"Stated Maturity" means, (1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

"Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person.

"Subsidiary Guarantor" means (1) each Restricted Subsidiary of the Company and (2) any other Subsidiary of the Company that executes a Subsidiary Guarantee pursuant to the "Additional Subsidiary Guarantees" covenant described below.

"Temporary Cash Investment" means any of the following:

(1): direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof;
(2): demand deposit accounts, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;
(3): repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank or trust company meeting the qualifications described in clause (2) above;
(4): commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of "P-2" (or higher) according to Moody's or "A-2" (or higher) according to S&P;
(5): securities with maturities of one year or less from the date of acquisition issued or fully and conditionally guaranteed by any state, commonwealth or territory of the United States of

America, or by any political subdivision or taxing authority thereof, and rated at least "A" by S&P or Moody's; and

(6): other dollar denominated securities issued by any Person incorporated in the United States rated at least "A" or the equivalent by S&P or at least "A2" or the equivalent by Moody's and in each case either (A) maturing not more than one year after the date of acquisition or (B) which are subject to a repricing arrangement (such as a Dutch auction) not more than one year after the date of acquisition (and reprices at least yearly thereafter) which the Person making the investment believes in good faith will permit such Person to sell such security at par in connection with such repricing mechanism.

"Trade Payables" means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

"Transaction Date" means, with respect to the Incurrence of any Indebtedness by the Company or any of its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

"Unrestricted Subsidiary" means:

•: any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below, and
•: any Subsidiary of an Unrestricted Subsidiary;

provided that such Subsidiary:

•: has no Indebtedness other than Non-Recourse Debt;
•: is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
•: is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and
•: has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant described below, the Company shall be in default of such covenant.

"U.S. Government Obligations" means securities that are

•: direct obligations of the United States of America for the payment of which its full faith and credit is pledged or
•: obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Governmental Obligation evidenced by such depository receipt.

"Voting Stock" means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

"Wholly Owned" means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director's qualifying shares or Investments by foreign nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

Covenants

Limitation on Indebtedness and Issuances of Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other than the Notes and any guarantees thereof issued on the Closing Date and other Indebtedness existing on the Closing Date) and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided that the Company may Incur Indebtedness or issue Disqualified Stock and the Company's Restricted Subsidiaries may Incur Indebtedness or issue Disqualified Stock or preferred stock if, after giving effect to the Incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.0:1.

Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following:

(1): Subject to the provisions of the third paragraph of the covenant entitled "Repurchase of Notes in Connection with Sale of Lawrenceburg Interest," Indebtedness and letters of credit under the Credit Facility in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) not to exceed $275.0 million less any amount of such Indebtedness permanently repaid as provided under the "Limitation on Asset Sales" covenant described below;
(2): Subject to the provisions of the third paragraph of the covenant entitled "Repurchase of Notes in Connection with Sale of Lawrenceburg Interest," Indebtedness in an aggregate principal amount at any one time outstanding under this clause (2) not to exceed

$150.0 million less any amount of such Indebtedness permanently repaid as provided under the "Limitation on Asset Sales" covenant described below; provided that:

•: the initial borrowing under the agreement governing such Indebtedness is used exclusively to purchase at least 29.0% of the then-outstanding interests of Indiana Gaming Company L.P.;
•: all of the initial lenders or purchasers of such Indebtedness are Permitted Lenders;
•: at the time of the initial borrowing under the agreement governing such Indebtedness, after giving pro forma effect to the issuance of all Indebtedness which is outstanding as of the date of determination pursuant to the Credit Facility and which may otherwise be incurred under such Credit Facility, the Interest Coverage Ratio would be at least 1.5 to 1; and
•: such Indebtedness is not issued with any equity or cash flow participations.

(3)

Indebtedness owed to the Company evidenced by a promissory note or to any Restricted Subsidiary; provided that:

•: if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Senior Subordinated Obligations with respect to the Notes, in the case of the Company, or the subsidiary Guarantee, in the case of a Subsidiary Guarantor and
•: any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (3);

(4)

Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness Incurred under clauses (7), (8), (9) and (10) of this paragraph, and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (4) if:

•: in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes,
•: in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and
•: such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded;

and provided further that in no event may Indebtedness of the Company that is pari passu or subordinated in right of payment to the Notes be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (4);

(5): Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (I) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (II) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition;
(6): the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of the Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement;
(7): Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes as described below under "Defeasance";
(8): Guarantees of Indebtedness of the Company or a Restricted Subsidiary by the Company or any of the Subsidiary Guarantors that was permitted to be incurred by another provision of this covenant;
(9): FF&E Indebtedness, provided that the amount of such Indebtedness in the aggregate outstanding at any time, including all refinancings, replacements and refundings thereof, will not exceed $5.0 million multiplied by the number of Material Casinos then operated by the Company or its Restricted Subsidiaries; and
(10): Indebtedness of the Company (in addition to Indebtedness permitted under clauses (1) through (9) above) in an aggregate principal amount outstanding at any time (together with refinancings thereof) not to exceed $15.0 million.

Notwithstanding any other provision of this "Limitation on Indebtedness and Issuances of Preferred Stock" covenant, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this "Limitation on Indebtedness and Issuances of Preferred Stock" covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. For purposes of determining any particular amount of Indebtedness under this "Limitation on Indebtedness and Issuances of Preferred Stock" covenant,

(1): Indebtedness incurred under the Credit Facility on or prior to the Closing Date shall be treated as Incurred pursuant to clause (1) of the second paragraph of this "Limitation on Indebtedness and Issuances of Preferred Stock" covenant,
(2): Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness which is included in the determination of such particular amount shall not be included and
(3): any Liens granted pursuant to the equal and ratable provisions referred to in the "Limitation on Liens" covenant described below shall not be treated as Indebtedness.

For purposes of determining compliance with this "Limitation on Indebtedness and Issuances of Preferred Stock" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses (other than Indebtedness referred to in clause (1) of the preceding sentence), the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses.

Limitation on Restricted Payments

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

(1): declare or pay any dividend or make any distribution on or with respect to the Company's or any Restricted Subsidiary's Capital Stock (other than dividends or distributions payable solely in shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Company or any of its Restricted Subsidiaries,
(2): purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or any Subsidiary of the Company (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person;
(3): make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Company or a Subsidiary Guarantor that is subordinated in right of payment to the Notes or any Subsidiary Guarantee, as the case may be; or
(4): make any Investment, other than a Permitted Investment, in any Person (such payments or any other actions described in clauses (1) through (4) above being collectively "Restricted Payments");

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(A)

a Default or Event of Default shall have occurred and be continuing,

(B)

the Company could not Incur at least $1.00 of Indebtedness under the first paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant or

(C)

the aggregate amount of all Restricted Payments, together with the amount of any Investment that was made pursuant to clause (7)(B)(ii) of the definition of "Permitted Investments" (the amount of any Restricted Payment with a Fair Market Value in excess of $1.0 million, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors), made after the Closing Date shall exceed the sum of

•: 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) (determined by excluding income resulting from transfers of assets by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee plus
•: the aggregate Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale permitted by the Indenture of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, including an issuance or sale

permitted by the Indenture of Indebtedness of the Company for cash subsequent to the Closing Date upon the conversion of such Indebtedness into Capital Stock (other than Disqualified Stock) of the Company, or from the issuance to a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) plus

•: an amount equal to the net reduction in Investments treated as Restricted Payments in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income and except, in each case, for any such sale that is not included in the definition of "Asset Sales"), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

The foregoing provision shall not be violated by reason of:

(1): the payment of any dividend within 60 days after the date of declaration thereof if, at said date of declaration, such payment would comply with the foregoing paragraph;
(2): the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (4) of the second paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant;
(3): the repurchase, redemption or other acquisition of Capital Stock of the Company or an Unrestricted Subsidiary (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock);
(4): the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness of the Company which is subordinated in right of payment to the Notes in exchange for, or out of the proceeds of, a substantially concurrent offering of, shares of the Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock);
(5): payments or distributions, to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of the Company;
(6): pro rata dividends or distributions on Common Stock of Restricted Subsidiaries held by minority stockholders;
(7): the redemption or repurchase of any debt or equity securities of the Company or any Restricted Subsidiary required by, and in accordance with any order of any Gaming Authority, provided, that the Company has used its reasonable best efforts to effect a disposition of such securities to a third- party and has been unable to do so; or
(8): other Restricted Payments in an aggregate amount not to exceed $15.0 million;

provided that, except in the case of clauses (1) and (3), no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to the preceding paragraph (other than the Restricted Payment referred to in clause (2) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness referred to in clause (3) or (4) thereof), the Net Cash Proceeds from any issuance of Capital Stock referred to in clauses (3) and (4), and any Investment that is made pursuant to clause 7(B)(ii) of the definition of Permitted Investments shall be included in calculating whether the conditions of clause (C) of the first paragraph of this "Limitation on Restricted Payments" covenant have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Company are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall be included in clause (C) of the first paragraph of this "Limitation on Restricted Payments" covenant only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary 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 Restricted Subsidiary to

(1): pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(2): pay any Indebtedness owed to the Company or any other Restricted Subsidiary,
(3): make loans or advances to the Company or any other Restricted Subsidiary or
(4): transfer any of its property or assets to the Company or any other Restricted Subsidiary.

The foregoing provisions shall not restrict any encumbrances or restrictions:

•

existing on the Closing Date in the Credit Facility, the Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;

•

existing under or by reason of applicable law or by order of any Gaming Authority;

•

existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired;

•

in the case of clause (4) of the first paragraph of this "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant,

•: that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

•: existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or
•: arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;

•

with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or

•

contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if

•: the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement,
•: the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and
•: the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes).

Nothing contained in this "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant shall prevent the Company or any Restricted Subsidiary from

•: creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the "Limitation on Liens" covenant,
•: restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries or
•: distributing cash flow from Indiana Gaming Company L.P. in accordance with the provisions of its partnership agreement.

Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries

The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to purchase shares of such Capital Stock) except:

(1): to the Company or a Wholly Owned Restricted Subsidiary;
(2): issuances of director's qualifying shares or sales to foreign nationals of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent required by applicable law; or
(3): if, (i) such issuance or sale is of all the Capital Stock of such Restricted Subsidiary and (ii) the Net Cash Proceeds of any such issuance or sale are applied in accordance with clause (A) or (B) of the "Limitation on Asset Sales" covenant described below.

Additional Subsidiary Guarantees

If (1) a Restricted Subsidiary acquired or created after the date of the Indenture has at any time a Fair Market Value of more than $250,000 or (2) any Subsidiary of the Company becomes a borrower or a guarantor under the Credit Facility, then that Subsidiary must execute a Subsidiary Guarantee and deliver an opinion of counsel, in accordance with the terms of the Indenture pursuant to which such Subsidiary will become a Subsidiary Guarantor, on a senior subordinated basis (pursuant to subordination provisions substantially similar to those described above under the caption "— Ranking"), of the Company's payment obligations under the Notes and the Indenture; provided that the aggregate Fair Market Value of Restricted Subsidiaries of the Company that are not Subsidiary Guarantors will not at any time exceed $1.0 million.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary; provided that:

(1): the value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Restricted Subsidiary being so designated will be deemed to be an Investment made by the Company or such Restricted Subsidiary as of the time of such designation
(2): the Investment referred to in clause (1) of this proviso would be permitted under the "Limitation on Restricted Payments" covenant described above;
(3): no Subsidiary of the Company with an interest in Indiana Gaming Company L.P., may become an Unrestricted Subsidiary; and
(4): such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Indiana Gaming Company L.P. will initially be designated an Unrestricted Subsidiary.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

•: no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation and
•: all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the Indenture.

The Company shall designate Indiana Gaming Company L.P. as a Restricted Subsidiary if the Company or its Subsidiaries acquire all of the then outstanding Minority Interests in Indiana Gaming Company L.P.

Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

Limitation on Transactions with Shareholders and Affiliates

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, unless:

•

such Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of execution of the agreement providing therefor, in a comparable transaction by the Company or such Subsidiary with a Person that is not such a holder or an Affiliate; and

•

the Company delivers to the Trustee:

•: with respect to any transaction or series of related transactions the aggregate amount of which exceeds $2.0 million in value, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and
•: with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing

The foregoing limitation does not limit, and shall not apply to:

•: any transaction solely between the Company and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;
•: the payment of reasonable and customary regular fees and indemnities to directors of the Company who are not employees of the Company;
•: any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes;
•: any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; or
•: any Restricted Payments not prohibited by the "Limitation on Restricted Payments" covenant.

Limitation on Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter acquired, except Permitted Liens.

Limitation on Asset Sales

The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless (1) the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of and (2) at least 75% of the consideration received consists of cash or Temporary Cash Investments or the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness to the Company

or any Restricted Subsidiary), provided that the Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness.

Within twelve months after the receipt of any Net Cash Proceeds from one or more Asset Sales occurring on or after the Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to:

(1): (A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; or
(B): invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and
(2): apply (no later than the end of the 12-month period referred to in clause (1)(B)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (1)) as provided in the following paragraph of this "Limitation on Asset Sales" covenant.

The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (1) of the preceding sentence and not applied as so required by the end of such period shall constitute "Excess Proceeds."

If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this "Limitation on Asset Sales" covenant totals at least $10.0 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Indebtedness that is pari passu with the Notes ("Pari Passu Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof, plus, in each case, accrued interest and Additional Interest, if any, to the Payment Date. If the aggregate principal amount of Notes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds shall be reset to zero.

Repurchase of Notes in Connection with Sale of Lawrenceburg Interest

The Indenture provides that, if (1) Indiana Gaming Company L.P. is an Unrestricted Subsidiary and (2) the amount of Consolidated EBITDA derived from the Lawrenceburg Casino exceeds 50% of Consolidated EBITDA of the Company and its Restricted Subsidiaries:

•: the Company and its Subsidiaries will not, and will not permit any of their Subsidiaries to, in one or a series of related transactions, sell or otherwise transfer any of the Company's interest in Indiana Gaming Company L.P., whether directly by a sale of such interest or indirectly by the sale, issuance or transfer of Capital Stock of any Subsidiary of the Company directly or indirectly owning such interest (a "Lawrenceburg Sale") and

•: as long as the Company or Restricted Subsidiary serves as general partner of Indiana Gaming Company L.P., Indiana Gaming Company L.P. will not engage in a sale of all or substantially all its assets, by way of merger, consolidation or otherwise (a "Property Sale"),

unless:

•

no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect on a pro forma basis to, such Lawrenceburg Sale or Property Sale;

•

the Board of Directors of the Company determines in good faith that the Company or such Subsidiary receives fair market value for such Lawrenceburg Sale or Property Sale;

•

the Board of Directors of the Company receives a favorable written opinion as to the fairness of the transaction to the Company from a financial point of view issued by an investment banking firm of nationally recognized standing; and

•

within 120 business days of the date of such Lawrenceburg Sale or Property Sale, either:

(1): the Company redeems all of the Notes upon not less than 30 days prior written notice mailed by first-class mail to each holder's registered address or
(2): the Company consummates an irrevocable, unconditional cash offer to purchase at least an aggregate principal amount (the "Tender Offer Amount") of Notes that, if the Company purchased all such Notes, would result in the Debt to EBITDA Ratio being no greater than 3.5 to 1,

in each case, at the purchase price set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the repurchase date, if such Lawrenceburg Sale or Property Sale occurs during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
1999	110.750	%
2000	109.675	%
2001	108.600	%
2002	107.525	%
2003	106.450	%

and, thereafter at the prices set forth under the caption "Optional Redemption" above.

Upon expiration of the offer described in clause (2) above, the Company will purchase all Notes properly tendered (on a pro rata basis if the principal amount of Notes tendered exceeds the Tender Offer Amount). After the purchase of all Notes properly tendered, any remaining proceeds of the Lawrenceburg Sale or Property Sale will be available for general corporate purposes.

Upon the consummation of the offer described in clause (2) above, the interest rate on all of the remaining outstanding Notes will increase by 0.50% per annum. If the Company complies with the preceding paragraph of this "Repurchase of Notes in Connection with Sale of Lawrenceburg Interest" covenant with respect to a Lawrenceburg Sale or Property Sale, the provisions of the "Limitation on Asset Sales" and "Repurchase of Notes upon a Change of Control" covenants shall not apply with respect to such Lawrenceburg Sale or Property Sale.

Following a Lawrenceburg Sale or a Property Sale as described in the first paragraph of this covenant, clauses (1) and (2) of the second paragraph under the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant described above shall be of no further force or effect and none of the Company nor any of its Restricted Subsidiaries shall be permitted to incur any Indebtedness pursuant to such clauses; provided that, any Indebtedness incurred prior to such Lawrenceburg Sale or

Property Sale under such clauses that remains outstanding after such Lawrenceburg Sale or Property Sale will not be deemed to be a violation of this provision or the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant described above.

The Indenture also provides that if (1) Indiana Gaming Company L.P. is an Unrestricted Subsidiary and (2) the amount of Consolidated EBITDA derived from the Lawrenceburg casino is less than or equal to 50% of Consolidated EBITDA of the Company and its Restricted Subsidiaries:

•

the Company and its Subsidiaries will not, and will not permit any of their Subsidiaries to, consummate a Lawrenceburg Sale unless the Company treats such Lawrenceburg Sale as an "Asset Sale" and complies with the "Limitation on Asset Sales" covenant described above; and

•

as long as the Company or a Restricted Subsidiary serves as general partner of Indiana Gaming Company L.P., Indiana Gaming Company L.P. will not engage in a Property Sale unless

•: the consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed of,
•: at least 75% of the consideration received consists of cash or Temporary Cash Investments; and
•: the Company's and any Restricted Subsidiaries' pro rata share of the Net Cash Proceeds of such Property Sale are distributed to the Company or any Restricted Subsidiary of the Company and the Company utilizes such Net Cash Proceeds received by it in accordance with the second and third paragraphs of the "Limitation or Asset Sales" covenant described above.

The Company shall cause distributions from Indiana Gaming Company L.P. to The Indiana Gaming Company to be promptly distributed to the Company.

Limitation on Sale-Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

•

the Company or such Restricted Subsidiary, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under

•: the Interest Coverage Ratio test in the first paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant or
•: clause (9) of the second paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant;

•: the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and
•: the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption "— Asset Sales."

Limitation on Senior Subordinated Indebtedness

The Company shall not Incur any Indebtedness that is subordinate in right of payment to any Senior Indebtedness unless such Indebtedness is pari passu with, or subordinated in right of payment

to, the Notes; provided that the foregoing limitation shall not apply to distinctions between categories of Senior Indebtedness of the Company that exist by reason of any Liens or Guarantees arising or created in respect of some but not all such Senior Indebtedness.

Limitation on Certain Activities of Indiana Gaming Company L.P.

The Indenture provides that as long as the Company or a Restricted Subsidiary is the general partner of Indiana Gaming Company L.P., the Company will not permit Indiana Gaming Company L.P. to Incur any Indebtedness other than Indebtedness which:

•: is Non-Recourse Indebtedness; and
•: by its terms, contains no restrictions of the type prohibited by "Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries."

The Indenture will provide that as long as the Company or a Restricted Subsidiary is a partner of Indiana Gaming Company L.P., the Company will not permit Indiana Gaming Company L.P. to amend the provisions of its partnership agreement dealing with distributions in a manner which is adverse to the holders of the Notes or the provisions of its partnership agreement with respect to partnership purpose, which is limited to the operation of the Lawrenceburg Casino.

Limitation on Business Activities

The Company will not, and will not permit any Subsidiary to, engage in any business other than the gaming and hotel businesses and such business activities as are incidental or related or complementary thereto, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

Limitation on Status as Investment Company

The Indenture prohibits the Company and the Subsidiary Guarantors from being required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended) or from otherwise becoming subject to regulation under the Investment Company Act.

Payments for Consent

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Repurchase of Notes upon a Change of Control

The Company must commence, within 30 days of the occurrence of a Change of Control, and consummate an Offer to Purchase for all Notes then outstanding, at a purchase price equal to 101% of the principal amount thereof, plus accrued interest and Additional Interest, if any, to the Payment Date.

There can be no assurance that the Company will have sufficient funds available at the time of any Change of Control to make any debt payment (including repurchases of Notes) required by the foregoing covenant (as well as may be contained in other securities of the Company which might be outstanding at the time). The above covenant requiring the Company to repurchase the Notes will, unless consents are obtained, require the Company to repay all indebtedness then outstanding which by

its terms would prohibit such Note repurchase, either prior to or concurrently with such Note repurchase.

SEC Reports and Reports to Holders

Whether or not the Company is then required to file reports with the SEC, the Company shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) or 15(d) under the Securities Exchange Act of 1934 if it were subject thereto. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information.

Events of Default

The following events are defined as "Events of Default" in the Indenture:

(1): default in the payment of principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise whether or not such payment is prohibited by the provisions described above under "— Ranking";
(2): default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days whether or not such payment is prohibited by the provisions described above under "— Ranking";
(3): default in the performance or breach of the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the assets of the Company or the failure to make or consummate an Offer to Purchase in accordance with the "Limitation on Asset Sales" or "Repurchase of Notes upon a Change of Control" covenant;
(4): the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes (other than a default specified in clause (1), (2) or (3) above) and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes;
(5): there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (A) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (B) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;
(6): any final judgment or order (not covered by insurance) for the payment of money in excess of $10.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10.0 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
(7): a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a

receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days;

(8): the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors;
(9): except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; or
(10): the revocation, termination, suspension or other cessation of effectiveness for a period or more than 90 consecutive days of any Gaming License that results in the cessation or suspension of gaming operations at the Lawrenceburg Casino or any Material Casino; provided that any voluntary relinquishment of or failure to renew after revocation a Gaming License of a Material Casino if such relinquishment or failure to renew is, in the reasonable, good faith judgment of the Board of Directors of the Company, evidenced by a resolution of such Board, both desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the holders of the Notes shall not constitute an Event of Default.

If an Event of Default (other than an Event of Default specified in clause (7) or (8) above that occurs with respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest and Additional Interest, if any, shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) above has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (7) or (8) above occurs with respect to the Company, the principal of, premium, if any, and accrued interest or Additional Interest, if any, on the Notes then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. For information as to the waiver of defaults, see "— Modification and Waiver."

The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

•: A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:
•: the Holder gives the Trustee written notice of a continuing Event of Default;
•: the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;
•: such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;
•: the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
•: during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or accrued interest and Additional Interest, if any, on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of the principal of or premium, if any, or interest on the Notes.

The Indenture requires certain officers of the Company to certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under the Indenture and that the Company has fulfilled all obligations thereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company is also obligated to notify the Trustee and the agent under the Credit Facility of any default or defaults in the performance of any covenants or agreements under the Indenture.

Consolidation, Merger and Sale of Assets

The Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person or permit any Person to merge with or into the Company unless:

(1): the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company on all of the Notes and under the Indenture;
(2): immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(3): immediately after giving effect to such transaction on a pro forma basis, the Company or any Person becoming the successor obligor of the Notes shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction;
(4): immediately after giving effect to such transaction on a pro forma basis the Company, or any Person becoming the successor obligor of the Notes, as the case may be, could Incur at least $1.00 of Indebtedness under the first paragraph of the "Limitation on Indebtedness and Issuances of Preferred Stock" covenant; provided that this clause (4) shall not apply to a consolidation, merger or sale of all (but not less than all) of the assets of the Company if all Liens and Indebtedness of the Company or any Person becoming the successor obligor on the Notes, as the case may be, and its Restricted Subsidiaries outstanding immediately after such transaction would have been permitted (and all such Liens and Indebtedness, other than Liens and Indebtedness of the Company and its Restricted Subsidiaries outstanding immediately prior to the transaction, shall be deemed to have been Incurred) for all purposes of the Indenture; and
(5): the Company delivers to the Trustee an Officers' Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (3) and (4)) and opinion of counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been compiled with;

provided, however, that:

•: clauses (3) and (4) above will not apply if, in the good faith determination of the Board of Directors of the Company, whose determination shall be evidenced by a resolution of the Board of Directors, the principal purpose of such transaction is to change the state of incorporation of the Company and any such transaction shall not have as one of its purposes the evasion of the foregoing limitations; and
•: this "Merger, Consolidation or Sale of Assets" covenant will not apply to sales of property and assets with respect to which the Company has complied with the "Repurchase of Notes in Connection with Sale of Lawrenceburg Interest" covenant described above.

In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This "Merger, Consolidation or Sale of Assets" covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Subsidiary Guarantors.

Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

•: the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;
•: the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
•: the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Subsidiary Guarantor's obligations in connection therewith; and

•: the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Subsidiary Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

•

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

•

in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that

•: the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
•: since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel 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 Legal 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 Legal Defeasance had not occurred;

•

in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming 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;

•

no Default or Event of Default shall have occurred and be continuing either:

•: on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or
•: or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

•: such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;
•: the Company must have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Company or any Subsidiary Guarantor between the

date of deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;

•: the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and
•: the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Modification and Waiver

The Indenture may be amended, without the consent of any Holder, to

•: cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect the interests of the Holders in any material respect;
•: comply with the provisions described under "Consolidation, Merger and Sale of Assets;"
•: comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;
•: evidence and provide for the acceptance of appointment by a successor Trustee; or
•: make any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.

Modifications and amendments of the Indenture may be made by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes; provided, however, that no such modification or amendment may, without the consent of each Holder affected thereby,

•: change the Stated Maturity of the principal of, or any installment of interest on, any Note,
•: reduce the principal amount of, or premium, if any, or interest on, any Note,
•: change the place or currency of payment of principal of, or premium, if any, or interest on, any Note,
•: impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note,
•: waive a default in the payment of principal of, premium, if any, or interest on the Notes,
•: modify the subordination provisions in a manner adverse to the Holders or
•: reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults.

No Personal Liability of Directors, Officers, Employees, Incorporators or Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in

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respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Subsidiary Guarantor, the Indenture limits its right 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 is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry; Delivery and Form

The registered notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Registered notes will be issued at the closing of the exchange offer.

The registered notes initially will be represented by one or more registered notes in registered, global form without interest coupons (the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for registered notes in certificated form except in the limited circumstances described below. See "— Exchange of Book-Entry Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of registered notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by it. The Company takes no responsibility for these operations and procedures and urges investors to contact DTC or its participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and

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dealers (including the Placement Agents), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

•: upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the Placement Agents with portions of the principal amount of the Global Notes; and
•: ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the Global Notes will not have registered notes registered in their names, will not receive physical delivery of registered notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the registered notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

•: any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or
•: any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the registered notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of registered notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable

102

for any delay by DTC or any of its Participants in identifying the beneficial owners of the registered notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of registered notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the registered notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the registered notes, DTC reserves the right to exchange the Global Notes for registered notes in certificated form, and to distribute such registered notes to its Participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive registered notes in registered certificated form ("Certificated Notes") if:

•: DTC (1) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company fails to appoint a successor depositary or (2) has ceased to be a clearing agency registered under the Exchange Act;
•: the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or
•: there shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Company will make payments in respect of the registered notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium, if any, with respect to Certificated Notes 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 such Holder's registered address. The registered notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such registered notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

103

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following general discussion summarizes the material U.S. federal income tax aspects of the exchange offer to holders of the restricted notes. This discussion is a summary for general information purposes only, is limited to the federal income tax consequences of the exchange offer, and does not consider all aspects of the restricted notes and registered notes. This discussion does not consider the impact, if any, of a holder's personal circumstances on the tax consequences of the exchange offer to such holder. This discussion also does not address the U.S. federal income tax consequences to holders subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, tax-exempt entities, banks, thrifts, insurance companies, persons that hold the restricted notes as part of a "straddle," a "hedge" against currency risk, a "conversion transaction," or other risk reduction transaction, or persons that have a "functional currency" other than the U.S. dollar, and investors in pass-through entities. In addition, this discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction or any federal estate taxes.

This discussion is based upon the Internal Revenue Code, existing and presupposed regulations thereunder, Internal Revenue Service ("IRS") rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly on a retroactive basis. We have not and will not seek any rulings or opinions from the IRS or counsel with respect to the matters discussed below. We can give no assurance that the IRS will not take positions concerning the tax consequences of the exchange offer which are different from those discussed herein.

Holders of the restricted notes should consult their own advisors concerning the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign jurisdiction, to the exchange offer in light of their particular situation.

The exchange of restricted notes for registered notes under the terms of the exchange offer would not constitute a taxable exchange. As a result, (1) a holder would not recognize taxable gain or loss as a result of exchanging restricted notes for registered notes under the terms of the exchange offer, (2) the holding period of the registered notes would include the holding period of the restricted notes exchanged for the registered notes and (3) the adjusted tax basis of the registered notes would be the same as the adjusted tax basis, immediately before the exchange, of the restricted notes exchanged for the registered notes.

PLAN OF DISTRIBUTION

Based on interpretations by the Staff set forth in no-action letters issued to third parties, we believe that a holder, other than a person that is an affiliate of ours within the meaning of Rule 405 under the Securities Act or a broker dealer registered under the Exchange Act that purchases notes from us to resell pursuant to Rule 144A under the Securities Act or any other exemption, that exchanges restricted notes for registered notes in the ordinary course of business and that is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the registered notes will be allowed to resell the registered notes to the public without further registration under the Securities Act and without delivering to the purchasers of the registered notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires registered notes in the exchange offer for the purpose of distributing or participating in a distribution of the registered notes, such holder cannot rely on the position of the Staff enunciated in Exxon Capital Holdings Corporation or similar no-action or interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, and such secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of registered notes obtained by such

104

holder in exchange for restricted notes acquired by such holder directly from us or an affiliate thereof, unless an exemption from registration is otherwise available.

As contemplated by the above no-action letters and the registration rights agreement, each holder accepting the exchange offer is required to represent to us in the letter of transmittal that they:

•: are not an affiliate of ours;
•: are not participating in, and do not intend to participate in, and have no arrangement or understanding with any person to participate in, a distribution of the restricted notes or the registered notes;
•: are acquiring the registered notes in the ordinary course of business; and
•: if they are a broker dealer, they will receive the registered notes for their own account in exchange for the restricted notes that were acquired as a result of market-making activities or other trading activities. Each broker dealer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes.

Any broker dealer registered under the Exchange Act who holds restricted notes that were acquired for its own account as a result of market-making activities or other trading activities, other than restricted notes acquired directly from us or any affiliate of ours, may exchange such restricted notes for registered notes pursuant to the exchange offer; however, such broker dealer may be deemed an underwriter within the meaning of the Securities Act and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the registered notes received by it in the exchange offer, which prospectus delivery requirement may be satisfied by the delivery by such broker dealer of this prospectus, as it may be amended or supplemented from time to time. We have agreed to use our reasonable best efforts to cause the registration statement, of which this prospectus is a part, to remain continuously effective for a period of 180 days from the exchange date, and to make this prospectus, as amended or supplemented, available to any such broker dealer for use in connection with resales. Each broker-dealer that receives registered 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 registered 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 registered notes received in exchange for outstanding registered notes where such outstanding registered notes were acquired as a result of market-making activities or other trading activities. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

We will not receive any proceeds from any sale of registered notes by a broker dealer. Registered 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 registered notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealers and/or the purchasers of any such registered notes. Any broker dealer that resells registered notes that were received by it for its own account pursuant to the exchange offer and any broker dealer that participates in a distribution of such registered notes may be deemed to be an underwriter within the meaning of the Securities Act and any profit on any such resale of registered notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.

We have agreed to pay all expenses incident to the exchange offer, other than commissions and concessions of broker dealers, and will indemnify the holders of the restricted notes, including any broker dealers, against certain liabilities, including liabilities under the Securities Act.

105

LEGAL MATTERS

The validity of the registered notes offered in this prospectus will be passed upon for us by Winston & Strawn, Chicago, Illinois.

EXPERTS

Ernst and Young LLP, independent auditors, have audited our consolidated financial statements at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, as set forth in their report. We've included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst and Young LLP's report, given on their authority as experts in accounting and auditing.

106

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Auditors		F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999		F-3
Consolidated Statements of Income for each of the fiscal years in the three-year period ended December 31, 2000		F-4
Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 31, 2000		F-5
Consolidated Statements of Stockholders' Equity for each of the fiscal years in the three-year period ended December 31, 2000		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Argosy Gaming Company

We have audited the accompanying consolidated balance sheets of Argosy Gaming Company as of December 31, 2000 and 1999 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Argosy Gaming Company at December 31, 2000 and 1999 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Chicago, Illinois
January 30, 2001, except for Note 18
as to which date is March 8, 2001

F-2

ARGOSY GAMING COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands except share and per share data)

		December 31,
		2000		1999
ASSETS
Current assets:
Cash and cash equivalents		$	59,374	$	47,090
Restricted cash in escrow			—		25,244
Accounts receivable, net of allowance for doubtful accounts of $1,248 and $1,328, respectively			2,444		3,909
Income taxes receivable			1,074		653
Deferred income taxes			4,849		18,681
Other current assets			4,453		4,840

	Total current assets		72,194		100,417

Net property and equipment			397,989		405,205

Other assets:
Deferred finance costs, net of accumulated amortization of $2,364 and $1,069, respectively			7,767		8,782
Goodwill and other intangible assets, net of accumulated amortization of $9,669 and $7,409, respectively			56,681		49,761
Other			2,605		2,695

	Total other assets		67,053		61,238

Total assets		$	537,236	$	566,860

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	15,304	$	17,894
Accrued payroll and related expenses			11,677		12,174
Other accrued liabilities			52,275		39,178
Accrued interest			2,659		3,176
Current maturities of long-term debt			23,775		32,668

	Total current liabilities		105,690		105,090

Long-term debt			252,561		346,705
Deferred income taxes			10,762		9,945
Other long-term obligations			236		219
Minority interests in equity of consolidated subsidiaries			64,035		46,656
Commitments and contingent liabilities (Note 17)			—		—
Stockholders' equity:
Common stock, $.01 par; 60,000,000 shares authorized; 28,394,423 and 28,325,106 shares issued and outstanding at December 31, 2000 and 1999, respectively			284		283
Capital in excess of par			80,693		80,362
Retained earnings (deficit)			22,975		(22,400	)

	Total stockholders' equity		103,952		58,245

Total liabilities and stockholders' equity		$	537,236	$	566,860

See accompanying notes to consolidated financial statements.

F-3

ARGOSY GAMING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except share and per share data)

	Years Ended December 31,
	2000			1999			1998
Revenues:
Casino	$	658,883		$	559,147		$	473,505
Admissions		18,998			18,893			16,025
Food, beverage and other		66,146			57,998			51,057

		744,027			636,038			540,587
Less promotional allowances		(49,183	)		(41,484	)		(33,919	)

Net revenues		694,844			594,554			506,668

Costs and expenses:
Casino		287,770			250,559			221,682
Selling, general and administrative		135,819			117,518			96,550
Food, beverage and other		46,575			41,528			40,550
Other operating expenses		30,230			27,866			26,639
Depreciation and amortization		36,094			34,058			33,436
Write-down of assets held for sale		6,800			—			—

		543,288			471,529			418,857

Income from operations		151,556			123,025			87,811

Other income (expense):
Interest income		1,368			2,870			3,582
Interest expense		(34,768	)		(48,594	)		(57,487	)

		(33,400	)		(45,724	)		(53,905	)

Income before minority interests, income taxes and extraordinary items		118,156			77,301			33,906
Minority interests		(40,466	)		(34,975	)		(26,205	)
Income tax expense		(31,161	)		(5,900	)		(1,140	)

Income before extraordinary items		46,529			36,426			6,561
Extraordinary loss on extinguishment of debt (net of income tax benefit of $770, $13,500 and $0, respectively)		(1,154	)		(24,920	)		—

Net income		45,375			11,506			6,561
Preferred stock dividends and accretion		—			(27	)		(820	)

Net income attributable to common stockholders	$	45,375		$	11,479		$	5,741

Basic net income per share	$	1.60		$	0.41		$	0.23

Diluted net income per share	$	1.56		$	0.40		$	0.23

See accompanying notes to consolidated financial statements.

F-4

ARGOSY GAMING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands except share and per share data)

			Years Ended December 31,
			2000			1999			1998
Cash flows from operating activities:
Net income			$	45,375		$	11,506		$	6,561
Adjustments to reconcile net income to net cash provided by operating activities:
	Extraordinary items			1,154			24,920			—
	Depreciation			33,448			31,393			31,011
	Amortization			3,905			4,288			4,329
	Deferred income taxes			14,649			4,292			536
	Compensation expense recognized on issuance of stock			39			113			239
	Loss on the disposal of equipment			197			902			789
	Minority interests			40,466			34,975			26,205
	Write-down of assets held for sale			6,800			—			—
	Changes in operating assets and liabilities:
		Accounts receivable		1,465			(1,534	)		(236	)
		Other current assets		149			(607	)		1,184
		Accounts payable		(2,590	)		7,394			(2,070	)
		Accrued liabilities		12,384			8,917			12,686
		Other		346			94			429

		Net cash provided by operating activities		157,787			126,653			81,663

Cash flows from investing activities:
	Purchases of property and equipment			(33,229	)		(37,162	)		(34,051	)
	Purchase of minority interest in partnership			(9,150	)		—			—
	Restricted cash held by trustees			—			—			25,545
	Long-term obligations			—			—			(6,583	)
	Other			(1,619	)		18			908

		Net cash used in investing activities		(43,998	)		(37,144	)		(14,181	)

Cash flows from financing activities:
	Repayment of credit facility			(56,400	)		(58,000	)		—
	Proceeds from credit facility			—			161,800			—
	Payments on long-term debt and installment contracts			(4,734	)		(6,830	)		(7,299	)
	Increase in deferred finance costs			(842	)		(8,736	)		—
	Repurchase of First Mortgage Notes			(23,716	)		(241,043	)		—
	Redemption of convertible debentures			—			(117,280	)		—
	Proceeds from issuance of long-term debt			—			200,000			—
	Proceeds (net of issuance costs) from sale of Convertible Preferred Stock and Warrants			—			—			7,365
	Cash held in escrow			25,244			(25,244	)		—
	Repayment of partner loans			(19,830	)		(16,285	)		(21,939	)
	Partnership distributions			(21,634	)		(20,043	)		(14,496	)
	Other			407			(615	)		(610	)

		Net cash used in financing activities		(101,505	)		(132,276	)		(36,979	)

Net increase (decrease) in cash and cash equivalents				12,284			(42,767	)		30,503
Cash and cash equivalents, beginning of year				47,090			89,857			59,354

Cash and cash equivalents, end of year			$	59,374		$	47,090		$	89,857

See accompanying notes to consolidated financial statements.

F-5

ARGOSY GAMING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands except share and per share data)

		Shares	Common Stock		Capital in Excess of Par			Retained Earnings (Deficit)			Total Stockholders' Equity
Balance, December 31, 1997		24,498,333	$	245	$	72,038		$	(39,620	)	$	32,663
	Restricted stock compensation expense	—		—		239			—			239
	Issuance of Convertible Preferred Stock and Warrants	—		—		(235	)		—			(235	)
	Preferred Stock conversion	1,331,980		13		2,442			—			2,455
	Net income	—		—		—			6,561			6,561
	Preferred Stock dividends and accretion	—		—		—			(820	)		(820	)

Balance, December 31, 1998		25,830,313		258		74,484			(33,879	)		40,863
	Restricted stock compensation expense	—		—		113			—			113
	Preferred Stock conversion	2,310,011		23		5,344			—			5,367
	Warrants converted	172,496		2		355			—			357
	Exercise of stock options	11,156		—		46			—			46
	Convertible debentures converted into stock	1,130		—		20			—			20
	Net income	—		—		—			11,506			11,506
	Preferred Stock dividends and accretion	—		—		—			(27	)		(27	)

Balance, December 31, 1999		28,325,106		283		80,362			(22,400	)		58,245
	Restricted stock compensation expense	—		—		39			—			39
	Exercise of stock options	69,317		1		292			—			293
	Net income	—		—		—			45,375			45,375

Balance, December 31, 2000		28,394,423	$	284	$	80,693		$	22,975		$	103,952

See accompanying notes to consolidated financial statements.

F-6

ARGOSY GAMING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands except share and per share data)

1. Summary of Significant Accounting Policies

Basis of Presentation — Argosy Gaming Company (collectively with its subsidiaries, "Argosy" or "Company") is engaged in the business of providing casino style gaming and related entertainment to the public and, through its subsidiaries or joint ventures, operates riverboat casinos in Alton, Illinois; Lawrenceburg, Indiana; Riverside, Missouri; Baton Rouge, Louisiana; and Sioux City, Iowa. Indiana Gaming Company, L.P. ("Indiana Partnership"), a limited partnership in which the Company is general partner and holds a 57.5% partnership interest, operates a casino and hotel in Lawrenceburg, Indiana.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements include the accounts of Argosy and its controlled subsidiaries and partnerships. All significant intercompany transactions have been eliminated. Under certain conditions, subsidiaries are required to obtain approval from state gaming authorities before making distributions to Argosy.

Certain 1999 and 1998 amounts have been reclassified to conform to the 2000 presentation.

Cash and Cash Equivalents — The Company considers cash and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Property and Equipment — Property and equipment are recorded at cost. Leasehold improvements are amortized over the life of the respective lease. Depreciation is computed on the straight-line method over the following estimated useful lives:

Buildings and shore improvements		5 to 33 years
Riverboats, docks and improvements		5 to 20 years
Furniture, fixtures and equipment		5 to 10 years

Impairment of Long-Lived Assets — When events or circumstances indicate that the carrying amount of long-lived assets to be held and used might not be recoverable, the expected future undiscounted cash flows from the assets is estimated and compared with the carrying amount of the assets. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recorded. The impairment loss is measured on a location-by-location basis by comparing the fair value of the assets with their carrying amount. Long-lived assets that are held for disposal are reported at the lower of the assets' carrying amount or fair value less costs related to the assets' disposition.

Deferred Finance Costs — Deferred finance costs are amortized over the life of the respective loans using the effective interest method.

Goodwill and Other Intangible Assets — Goodwill represents the cost in excess of fair value of net assets acquired, and is amortized over lives up to 40 years. Other intangible assets, primarily payments to cities, are amortized over the lives of the respective leases or development agreements including extensions.

Revenues and Promotional Allowances — The Company recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Admissions, hotel and other revenue is recognized at the time the related service is performed.

F-7

The retail value of admissions, hotel rooms, food, beverage and other items which were provided to customers without charge has been included in revenues, and a corresponding amount has been deducted as promotional allowances. The estimated direct cost of providing promotional allowances has been included in costs and expenses as follows:

	Years Ended December 31,
	2000		1999		1998
Admissions	$	6,377	$	5,895	$	4,409
Hotel rooms		1,336		1,059		751
Food, beverage and other		27,858		23,347		22,341

Advertising Costs — The Company expenses advertising costs as incurred. Advertising expense was $9,857, $10,527 and $9,833 in 2000, 1999 and 1998, respectively.

Development and Preopening Costs — Development costs incurred in an effort to identify and develop new gaming locations are expensed as incurred. Preopening costs are expensed as occurred.

2. Property and Equipment

Property and equipment consists of the following:

	December 31,
	2000			1999
Land	$	39,252		$	39,002
Buildings, leasehold and shore improvements		214,691			217,132
Riverboats, docks and improvements		152,178			164,419
Furniture, fixtures and equipment		115,720			109,399
Construction in progress		19,823			2,642

		541,664			532,594
Less accumulated depreciation and amortization		(143,675	)		(127,389	)

Net property and equipment	$	397,989		$	405,205

3. Write Down of Assets Held for Sale

During December 1999, the Company replaced the landing facility at our Alton property. In June 2000, the Company recorded a $6,800 pretax charge to write down the previous landing facility as it was determined the Company had no planned use for the landing facility.

F-8

4. Other Accrued Liabilities

Other accrued liabilities consist of the following:

	December 31,
	2000		1999
Accrued gaming and admissions taxes	$	23,732	$	17,532
Slot club liability		4,552		4,195
Accrued insurance expense		9,665		6,232
Other		14,326		11,219

	$	52,275	$	39,178

5. Long-Term Debt

Long-term debt consists of the following:

	December 31,
	2000		1999
First mortgage notes due June 1, 2004, interest payable semi-annually at 13.25%	$	—	$	22,242
Senior secured line of credit, expires June 2004, interest payable at least quarterly at either LIBOR or prime plus a margin (from 8.3% to 10.0% at December 31, 2000)		47,400		103,800
Senior subordinated notes due June 1, 2009, interest payable semi-annually at 10.75%		200,000		200,000
Notes payable, principal and interest payments due quarterly through September 2015, discounted at 10.5%		5,831		6,487
Notes payable, principal and interest payments due monthly through December 2001, interest payable at prime + 1% (10.5% at December 31, 2000), secured by gaming vessel and certain equipment		14,024		17,933
Loans from partner, principal due in installments, interest payable at prime + 6% (15.5% at December 31, 2000)		9,081		28,911

		276,336		379,373
Less: current maturities		23,775		32,668

Long-term debt, less current maturities	$	252,561	$	346,705

On June 8, 1999, the Company issued $200,000 of Senior Subordinated Notes due 2009 ("Subordinated Notes") and entered into a five year $200,000 Senior Secured revolving bank credit agreement ("Credit Facility"). The Credit Facility is secured by liens on substantially all of the Company's assets, and the Company's subsidiaries are co-borrowers. The Company's joint-venture subsidiary that operates the Argosy Casino & Hotel in Lawrenceburg is not a co-borrower nor are the assets of the subsidiary pledged in either agreement. All of the Company's wholly-owned operating subsidiaries guarantee the Subordinated Notes. The Company's joint-venture subsidiary that operates the Argosy Casino & Hotel in Lawrenceburg is not a guarantor of the Subordinated Notes. The

F-9

Subordinated Notes rank junior to all of the senior indebtedness of the Company, including borrowings under the Credit Facility and the subsidiary guarantees of the Subordinated Notes rank junior to the senior indebtedness of the subsidiary guarantors.

The Subordinated Notes and the Credit Facility contain certain restrictions on the payment of dividends on the Company's common stock and the occurrence of additional indebtedness, as well as other typical debt covenants. In addition, the Credit Facility requires the Company to maintain certain financial ratios. The Credit Facility provides for, within two years, additional borrowing availability of $75,000 to be used for general corporate purposes and a further $150,000 increase to fund the purchase of all outstanding minority interests in the Lawrenceburg partnership. The increases in the Credit Facility are subject to a number of contingencies including lender approval. The Credit Facility is subject to scheduled reductions of 2.5% to 5.0% per quarter, beginning September 2000, of the total borrowing availability. The Company has a $1,900 letter of credit outstanding at December 31, 2000.

In 1999, the Company used the net proceeds from the issuance of the Subordinated Notes, $25,000 in borrowings under the Credit Facility and approximately $51,000 of cash on hand to tender for and retire approximately $213,000 of its $235,000 outstanding 13¹/4% First Mortgage Notes due 2004 ("Mortgage Notes"). Under terms of the Credit Facility, the Company was required to redeem the remaining $22,242 of untendered Mortgage Notes on June 1, 2000 and placed monies in escrow to fund the remaining principal, interest payments and the June 2000 redemption premium. At December 31, 1999, the remaining escrow balance of $25,244 was classified as restricted cash in escrow. During June 2000, the Company used the escrowed funds to redeem the untendered Mortgage Notes and recorded an extraordinary loss of $1,154, net of a tax benefit of $770. On July 7, 1999, the Company redeemed all of its outstanding 12% Convertible Subordinated Notes due 2001 ("Convertible Notes"). During 1999, the Company used borrowings of $105,000 under the Credit Facility and approximately $13,700 of cash to redeem the Convertible Notes. In connection with the early extinguishment of the Mortgage Notes and Convertible Notes during 1999, the Company recorded an extraordinary loss of $24,920 net of a tax benefit of $13,500.

Interest expense for the years ended December 31, 2000, 1999 and 1998, was $34,768 (net of $717 capitalized), $48,594 (net of $115 capitalized) and $57,487 (net of $1,086 capitalized), respectively.

Maturities of long-term debt at December 31, 2000 are as follows:

Years ended December 31,
2001	$	23,775
2002		743
2003		825
2004		48,316
2005		1,016
Thereafter		201,661

	$	276,336

F-10

6. Convertible Preferred Stock and Warrants

On June 16, 1998, the Company issued $8,000 of Series A Convertible Preferred Stock ("Preferred Shares"), together with warrants to purchase an additional 292,612 shares of Common Stock at $3.89 per share. The warrants expire in 2003.

The Preferred Shares provided for a 4% dividend per annum, payable in cash and/or in kind, at the time of conversion or maturity, at the Company's option. Through December 31, 1998, the Preferred Shares had been converted into 1,331,980 shares of common stock. During the year ended December 31, 1999, the remaining Preferred Shares were converted into 2,310,011 shares of common stock.

This transaction provided for put and call options which, subject to certain restrictions and limitations, allowed for up to an additional $8,000 of Preferred Shares and Warrants to be issued. In December 1998, the Company amended its agreement with the holders of the Preferred Shares to terminate both the holders' right to purchase, and the Company's right to require such holders to purchase, the additional $8,000 tranche of Preferred Shares and related warrants. The Company paid $625 to amend the agreement, and this amount is included in preferred stock dividends and accretion in the accompanying statement of income for 1998.

During 1999, 201,172 warrants were converted into 172,496 shares of common stock.

F-11

7. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

		Years Ended December 31,
		2000			1999			1998
Numerator:
Income before extraordinary items		$	46,529		$	36,426		$	6,561
Preferred stock dividends and accretion			—			(27	)		(820	)

Numerator for basic earnings per share
	Income attributable to common stockholders		46,529			36,399			5,741
Effect of dilutive securities:
Preferred stock dividends			—			27			820
Numerator for diluted earnings per share — income available to common stockholders after assumed conversions		$	46,529		$	36,426		$	6,561

Denominator:
Denominator for basic earnings per share — Weighted-average shares outstanding			28,328,397			27,828,398			24,498,905
Effect of dilutive securities (computed using the treasury stock method):
	Warrants		68,573			163,073			—
	Stock options		712,085			569,451			—
	Preferred stock		—			264,806			—
	Restricted stock		34,488			94,928			105,580

Denominator for diluted earnings per share — adjusted Weighted-average shares and assumed conversions			29,143,543			28,920,656			24,604,485

Basic earnings per share — before extraordinary items		$	1.64		$	1.31		$	0.23
Extraordinary items			(0.04	)		(0.90	)		—

Basic earnings per share — including extraordinary items		$	1.60		$	0.41		$	0.23

Diluted earnings per share — before extraordinary items		$	1.60		$	1.26		$	0.23
Extraordinary items			(0.04	)		(0.86	)		—

Diluted earnings per share — including extraordinary items		$	1.56		$	0.40		$	0.23

At December 31, 2000, employee stock options to purchase 115,353 shares of common stock priced at $18.00 per share were not included in the computation of diluted earnings per share because the options exercise price was greater than the average market price of the common shares and, therefore, the effect would be anti-dilutive.

F-12

8. Income Taxes

Income tax (expense) benefit for the years ended December 31, 2000, 1999 and 1998, consists of the following:

		2000			1999			1998
Current:
	Federal	$	(12,975	)	$	(13,567	)	$	—
	State		(3,537	)		(1,541	)		(604	)

			(16,512	)		(15,108	)		(604	)

Deferred:
	Federal		(14,653	)		9,315			—
	State		4			(107	)		(536	)

			(14,649	)		9,208			(536	)

Income tax expense		$	(31,161	)	$	(5,900	)	$	(1,140	)

The provision for income taxes for the years ended December 31, 2000, 1999 and 1998, differs from that computed at the federal statutory corporate tax rate as follows:

	2000		1999		1998
Federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal benefit	1.9		1.4		2.2
Valuation allowance	—		(13.7	)	(7.8	)
Goodwill amortization	0.2		0.3		0.6
Minority interest in partnership income	(12.0	)	(15.8	)	(27.0	)
Other, net	1.2		0.4		0.4

	26.3	%	7.6	%	3.4	%

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, 2000 and 1999, are as follows:

	2000			1999
Depreciation	$	(10,333	)	$	(11,783	)
Preopening		2,357			2,825
Benefit of net operating loss carryforward		2,496			19,418
Other, net		1,395			22

		(4,085	)		10,482
Valuation allowance		(1,828	)		(1,746	)

Net deferred tax asset (liability)	$	(5,913	)	$	8,736

The valuation allowance relates to state deferred tax assets established under SFAS 109 for Louisiana net operating loss carryforwards of approximately $30,000 and $38,600 at December 31, 2000 and 1999, respectively. These loss carryforwards, which will expire from 2012 through 2019, will be

F-13

carried forward to future years for possible utilization. During 1999, the Company recognized a $10,000 tax benefit representing prior federal income tax net operating losses.

9. Supplemental Cash Flow Information

The Company paid $34,145, $48,401 and $58,356 for interest, and $16,165, $1,515 and $784 for income taxes in 2000, 1999 and 1998, respectively.

The Company issued 69,319, 2,494,793 and 1,331,980 shares of additional common stock resulting from the conversion of Preferred Stock, the exercise of stock options, conversion of debentures and the conversion of warrants during 2000, 1999 and 1998, respectively.

The Company acquired equipment in the amount of $2,841 in 1998, which was financed through installment contracts.

10. Leases

Future minimum lease payments for operating leases with initial terms in excess of one year as of December 31, 2000, are as follows:

Years ending December 31,
2001	$	2,057
2002		566
2003		334
2004		263
2005		236
Thereafter		16,744

	$	20,200

Rent expense for the years ended December 31, 2000, 1999 and 1998, was $8,369, $4,916 and $4,137, respectively.

11. Stock Option Plans

The Company adopted the Argosy Gaming Company Stock Option Plan, as amended, ("Stock Option Plan"), which provides for the grant of non-qualified stock options for up to 2,500,000 shares of common stock to key employees of the Company. These options expire 10 years after their respective grant dates and become exercisable over a specified vesting period. At December 31, 2000, options for 706,191 shares are exercisable under the Stock Option Plan at a weighted average price of $3.87. The weighted average contractual life of outstanding options at December 31, 2000 is approximately 7.2 years and the weighted average exercise price of options outstanding is $5.91. The weighted average fair value of options granted was $9.90, $3.07 and $1.40, during 2000, 1999 and 1998, respectively.

On November 7, 1997 ("Grant Date"), the Company's board of directors approved a plan that allowed certain employees to exchange their existing stock options for an amount of options equal to the number of options to be exchanged multiplied by a fraction: the numerator of which is $4.25

F-14

(closing price on Grant Date) and the denominator of which is the prior option price. This exchange of options was finalized during 1998, and options for 625,373 shares of stock were exchanged for options for 157,524 shares of stock.

The Company also has adopted the Argosy Gaming Company 1993 Directors Stock Option Plan ("Directors Option Plan"), which provides for a total of 50,000 shares of common stock to be authorized and reserved for issuance. The Directors Option Plan provides for the grant of non-qualified stock options at fair market value to non-employee directors of the Company as of the date such individuals become directors of the Company. These options expire five years after their respective grant dates and become exercisable over a specified vesting period.

The Company follows Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations in accounting for its employee stock options. Under APB 25, the Company does not recognize compensation expense when the exercise price of employee stock options equals or exceeds the market price of the underlying stock on the date of grant.

The Company has adopted the disclosure only provisions of Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock Based Compensation." Accordingly, no compensation expense has been recognized for either stock plan. Had the valuation methods under SFAS 123 been used for the Company's stock option grants, the fiscal 2000 pro forma net income attributable to common stockholders would have been $45,007 and the pro forma diluted income per share would have been $1.54. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected volatility 57%; risk-free interest rate of 6%; and expected option life of five years. The fiscal 1999 pro forma net income attributable to common stockholders would have been $11,089 and the pro forma diluted income per share would have been $0.38. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected volatility 56.5%; risk-free interest rate of 6%, and expected option life of three years. The fiscal 1998 pro forma net income attributable to common stockholders would have been $5,579 and the pro forma diluted income per share would have been $0.23. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected volatility 52.7%; risk-free interest rate of 6% and expected option life of three years. These pro forma amounts may not be representative of future disclosures because the estimated fair value of the options is amortized to expense over the vesting period and additional options may be granted in the future.

F-15

A summary of stock option activity is as follows:

	Stock Option Plan				Directors Option Plan
	Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
Outstanding, December 31, 1997	2,066,910		$	13.98	21,000		$	16.86
Exchange of options:
Original Issue	(625,373	)		16.77	—			—
Adjustment	157,524			4.25	—			—
Granted	232,156			3.35	—			—
Forfeited	(239,038	)		17.37	(15,000	)		19.00

Outstanding, December 31, 1998	1,592,179			10.22	6,000			11.50
Granted	275,000			7.14	—			—
Exercised	(11,156	)		4.25	—			—
Forfeited	(658,000	)		16.75	—			—

Outstanding, December 31, 1999	1,198,023			5.98	6,000			11.50
Granted	115,353			18.00	—			—
Exercised	(69,319	)		4.21	—			—
Forfeited	(170,447	)		15.25	(6,000	)		11.50

Outstanding, December 31, 2000	1,073,610			5.91	—			—

12. Restricted Stock

The Company issued 165,000 shares of restricted common stock to certain new employees in 1997. The value of these shares at their respective grant dates ranged from $3.13 to $3.63. In 1998, 66,000 shares of the restricted stock vested, and in 2000, 99,000 shares vested.

Compensation expense was amortized over the period from the date of grant until the respective vesting dates. Compensation expense of $39, $113 and $239 was recognized in 2000, 1999 and 1998, respectively.

13. Employees Benefit Plan

The Company established a 401(k) defined-contribution plan, which covers substantially all of its full-time employees. Participants can contribute a portion of their eligible salaries (as defined) subject to maximum limits, as determined by provisions of the Internal Revenue Code. The Company will match a portion of participants' contributions in an amount determined annually by the Company. Expense recognized under the Plan was approximately $1,715, $1,145 and $1,134 in 2000, 1999 and 1998, respectively.

F-16

14. Subsidiary Guarantors

The Credit Facility is secured by a first lien on substantially all of the Company's assets and the Company's subsidiaries are co-borrowers. The Company's joint-venture subsidiary that operates the Argosy Casino Lawrenceburg is not a co-borrower nor are the assets of the subsidiary pledged. The Subordinated Notes are fully and unconditionally guaranteed, on a joint and several basis, by the following wholly-owned subsidiaries of the Company: Alton Gaming Company, The Missouri Gaming Company, The St. Louis Gaming Company, Iowa Gaming Company, Argosy of Iowa, Inc., Jazz Enterprises, Inc., Argosy of Louisiana, Inc., Catfish Queen Partnership in Commendam, Centroplex Centre Convention Hotel LLC and The Indiana Gaming Company (the "Guarantors"). The Company's joint-venture subsidiary that operates the Argosy Casino & Hotel in Lawrenceburg is not a guarantor of the Subordinated Notes. The Subordinated Notes rank junior to all of the senior indebtedness of the Company, including borrowings under the Credit Facility.

F-17

Condensed balance sheets as of December 31, 2000 and 1999, are as follows:

			December 31, 2000
			Parent Company		Guarantors		Non-Guarantors		Eliminations			Consolidated
Current assets:
	Cash and cash equivalents		$	3,476	$	17,085	$	38,813	$	—		$	59,374
	Other current assets			4,842		6,578		1,400		—			12,820

		Total current assets		8,318		23,663		40,213		—			72,194

Net property and equipment				2,181		216,397		179,411		—			397,989

Other assets:
	Goodwill and other intangible assets, net			7,657		30,075		26,716		—			64,448
	Investment in subsidiaries			343,751		—		—		(343,751	)		—
	Other, net			271		2,322		12		—			2,605

		Total other assets		351,679		32,397		26,728		(343,751	)		67,053

Total assets			$	362,178	$	272,457	$	246,352	$	(343,751	)	$	537,236

Current liabilities:
	Accounts payable		$	1,960	$	8,234	$	5,110	$	—		$	15,304
	Other current liabilities			7,283		20,867		38,461		—			66,611
	Current maturities of long-term debt			—		671		26,464		(3,360	)		23,775

		Total current liabilities		9,243		29,772		70,035		(3,360	)		105,690

Long-term debt				247,400		5,161		10,074		(10,074	)		252,561
Intercompany advances and investments, net				—		88,421		387		(88,808	)		—
Deferred income taxes				1,583		9,179		—		—			10,762
Other long-term obligations				—		236		—		—			236
Minority interests in equity of consolidated subsidiaries				—		—		—		64,035			64,035
Stockholders' equity:
	Common stock, $.01 par; 60,000,000 shares authorized; 28,394,423 shares issued and outstanding at December 31, 2000			284		1		—		(1	)		284
	Capital in excess of par			80,693		5,256		—		(5,256	)		80,693
	Retained earnings (deficit)			22,975		134,431		165,856		(300,287	)		22,975

		Total stockholders' equity		103,952		139,688		165,856		(305,544	)		103,952

Total liabilities and stockholders' equity			$	362,178	$	272,457	$	246,352	$	(343,751	)	$	537,236

F-18

			December 31, 1999
			Parent Company			Guarantors		Non-Guarantors		Eliminations			Consolidated
Current assets:
	Cash and cash equivalents		$	531		$	16,580	$	29,979	$	—		$	47,090
	Restricted cash in escrow			25,244			—		—		—			25,244
	Other current assets			20,948			5,910		1,225		—			28,083

		Total current assets		46,723			22,490		31,204		—			100,417

Net property and equipment				1,040			217,688		186,477		—			405,205

Other assets:
	Goodwill and other intangible assets, net			8,524			21,899		28,120		—			58,543
	Investment in subsidiaries			338,095			—		—		(338,095	)		—
	Other, net			376			2,318		1		—			2,695

		Total other assets		346,995			24,217		28,121		(338,095	)		61,238

Total assets			$	394,758		$	264,395	$	245,802	$	(338,095	)	$	566,860

Current liabilities:
	Accounts payable		$	962		$	13,654	$	3,278	$	—		$	17,894
	Other current liabilities			6,955			15,152		32,421		—			54,528
	Current maturities of long-term debt			22,242			603		17,875		(8,052	)		32,668

		Total current liabilities		30,159			29,409		53,574		(8,052	)		105,090

Long-term debt				303,800			8,567		69,234		(34,896	)		346,705
Intercompany advances and investments, net				—			91,130		161		(91,291	)		—
Deferred income taxes				2,554			7,391		—		—			9,945
Other long-term obligations				—			219		—		—			219
Minority interests in equity of consolidated subsidiaries				—			—		—		46,656			46,656
Stockholders' equity:
	Common stock, $.01 par; 60,000,000 shares authorized; 28,325,106 shares issued and outstanding at December 31, 1999			283			1		—		(1	)		283
	Capital in excess of par			80,362			5,256		—		(5,256	)		80,362
	Retained earnings (deficit)			(22,400	)		122,422		122,833		(245,255	)		(22,400	)

		Total stockholders' equity		58,245			127,679		122,833		(250,512	)		58,245

Total liabilities and stockholders' equity			$	394,758		$	264,395	$	245,802	$	(338,095	)	$	566,860

F-19

Condensed statements of income for the years ended December 31, 2000, 1999 and 1998 are as follows:

	Year ended December 31, 2000
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Casino	$	—		$	314,870		$	344,013		$	—		$	658,883
Admissions		—			—			18,998			—			18,998
Food, beverage and other		4,511			27,952			37,827			(4,144	)		66,146

		4,511			342,822			400,838			(4,144	)		744,027
Less promotional allowances		(9	)		(16,079	)		(33,095	)		—			(49,183	)

Net revenues		4,502			326,743			367,743			(4,144	)		694,844

Costs and expenses:
Casino		—			147,874			139,896			—			287,770
Selling, general and administrative		15,211			47,960			76,792			(4,144	)		135,819
Food, beverage and other		—			21,593			24,982			—			46,575
Other operating expenses		288			20,278			9,664			—			30,230
Depreciation and amortization		376			21,322			14,396			—			36,094
Write down of assets held for sale		6,800			—			—			—			6,800

		22,675			259,027			265,730			(4,144	)		543,288

Income (loss) from operations		(18,173	)		67,716			102,013			—			151,556

Other income (expense):
Interest income		5,639			4,378			330			(8,979	)		1,368
Interest expense		(29,368	)		(5,658	)		(8,721	)		8,979			(34,768	)

		(23,729	)		(1,280	)		(8,391	)		—			(33,400	)

Income (loss) before income taxes, minority interests and equity in net income of consolidated subsidiaries		(41,902	)		66,436			93,622			—			118,156

Equity in net income of consolidated subsidiaries		73,171			53,156			—			(126,327	)		—
Minority interests		—			—			—			(40,466	)		(40,466	)
Income tax (expense) benefit		15,260			(46,421	)		—			—			(31,161	)

Income (loss) before extraordinary item		46,529			73,171			93,622			(166,793	)		46,529
Extraordinary loss on extinguishment of debt		(1,154	)		—			—			—			(1,154	)

Net income (loss)		45,375			73,171			93,622			(166,793	)		45,375
Preferred stock dividends		—			—			(3,592	)		3,592			—

Net income (loss) attributable to common stockholders	$	45,375		$	73,171		$	90,030		$	(163,201	)	$	45,375

F-20

	Year ended December 31, 1999
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Casino	$	—		$	250,831		$	308,316		$	—		$	559,147
Admissions		—			—			18,893			—			18,893
Food, beverage and other		3,117			24,478			33,481			(3,078	)		57,998

		3,117			275,309			360,690			(3,078	)		636,038
Less promotional allowances		(9	)		(13,020	)		(28,455	)		—			(41,484	)

Net revenues		3,108			262,289			332,235			(3,078	)		594,554

Costs and expenses:
Casino		—			123,986			126,573			—			250,559
Selling, general and administrative		14,817			38,750			67,029			(3,078	)		117,518
Food, beverage and other		—			19,259			22,269			—			41,528
Other operating expenses		296			18,904			8,666			—			27,866
Depreciation and amortization		31			20,393			13,634			—			34,058

		15,144			221,292			238,171			(3,078	)		471,529

Income (loss) from operations		(12,036	)		40,997			94,064			—			123,025

Other income (expense):
Interest income		8,350			7,455			284			(13,219	)		2,870
Interest expense		(40,553	)		(7,056	)		(14,204	)		13,219			(48,594	)

		(32,203	)		399			(13,920	)		—			(45,724	)

Income (loss) before income taxes, minority interests and equity in net income of consolidated subsidiaries		(44,239	)		41,396			80,144			—			77,301
Equity in net income of consolidated subsidiaries		49,383			45,169			—			(94,552	)		—
Minority interests		—			—			—			(34,975	)		(34,975	)
Income tax (expense) benefit		31,282			(37,182	)		—			—			(5,900	)

Income (loss) before extraordinary item		36,426			49,383			80,144			(129,527	)		36,426
Extraordinary loss on extinguishment of debt		(24,920	)		—			—			—			(24,920	)

Net income (loss)		11,506			49,383			80,144			(129,527	)		11,506
Preferred stock dividends and accretion		(27	)		—			(4,864	)		4,864			(27	)

Net income (loss) attributable to common stockholders	$	11,479		$	49,383		$	75,280		$	(124,663	)	$	11,479

F-21

	Year ended December 31, 1998
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenues:
Casino	$	—		$	209,153		$	264,352		$	—		$	473,505
Admissions		—			—			16,025			—			16,025
Food, beverage and other		1,996			26,134			24,922			(1,995	)		51,057

		1,996			235,287			305,299			(1,995	)		540,587
Less promotional allowances		(7	)		(13,334	)		(20,578	)		—			(33,919	)

Net revenues		1,989			221,953			284,721			(1,995	)		506,668

Costs and expenses:
Casino		53			111,299			110,330			—			221,682
Selling, general and administrative		8,999			34,722			54,824			(1,995	)		96,550
Food, beverage and other		—			21,671			18,879			—			40,550
Other operating expenses		380			18,037			8,222			—			26,639
Depreciation and amortization		553			20,316			12,567			—			33,436

		9,985			206,045			204,822			(1,995	)		418,857

Income (loss) from operations		(7,996	)		15,908			79,899			—			87,811

Other income (expense):
Interest income		7,887			10,516			1,205			(16,026	)		3,582
Interest expense		(46,243	)		(7,396	)		(19,874	)		16,026			(57,487	)

		(38,356	)		3,120			(18,669	)		—			(53,905	)

Income (loss) before income taxes, minority interests and equity in net income of consolidated subsidiaries		(46,352	)		19,028			61,230			—			33,906

Equity in net income of consolidated subsidiaries		27,488			35,025			—			(62,513	)		—
Minority interests		—			—			—			(26,205	)		(26,205	)
Income tax (expense) benefit		25,425			(26,565	)		—			—			(1,140	)

Net income (loss)		6,561			27,488			61,230			(88,718	)		6,561
Preferred stock dividends and accretion		(820	)		—			(5,554	)		5,554			(820	)

Net income (loss) attributable to common stockholders	$	5,741		$	27,488		$	55,676		$	(83,164	)	$	5,741

F-22

Condensed statements of cash flows for the years ended December 31, 2000, 1999 and 1998 are as follows:

			Year ended December 31, 2000
			Parent Company			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities:			$	(1,039	)	$	42,780		$	116,046		$	—		$	157,787

Cash flows from investing activities:
	Purchases of property and equipment			(1,415	)		(25,860	)		(5,954	)		—			(33,229	)
	Purchase of Minority Interest in Partnership			—			(9,150	)		—			—			(9,150	)
	Investments in and advances (to) from subsidiaries			60,715			(31,673	)		226			(29,268	)		—
	Other			—			(1,619	)		—			—			(1,619	)

		Net cash (used in) provided by investing activities		59,300			(68,302	)		(5,728	)		(29,268	)		(43,998	)

Cash flows from financing activities:
	Repayment of credit facility			(56,400	)		—			—			—			(56,400	)
	Repurchase of First Mortgage Notes			(23,716	)		—			—			—			(23,716	)
	Cash held in escrow			25,244			—			—			—			25,244
	Repayment of partner loans			—			26,832			(46,662	)		—			(19,830	)
	Partnership distributions			—			—			(50,902	)		29,268			(21,634	)
	Other			(444	)		(805	)		(3,920	)		—			(5,169	)

		Net cash (used in) provided by financing activities		(55,316	)		26,027			(101,484	)		29,268			(101,505	)

Net increase in cash and cash equivalents				2,945			505			8,834			—			12,284
Cash and cash equivalents, beginning of period				531			16,580			29,979			—			47,090

Cash and cash equivalents, end of period			$	3,476		$	17,085		$	38,813		$	—		$	59,374

F-23

			Year ended December 31, 1999
			Parent Company			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities:			$	(9,229	)	$	34,121		$	101,761		$	—		$	126,653

Cash flows from investing activities:
	Purchases of property and equipment			(382	)		(30,855	)		(5,925	)		—			(37,162	)
	Investments in and advances from (to) subsidiaries			47,816			(20,563	)		—			(27,253	)		—
	Other			503			(485	)		—			—			18

		Net cash (used in) provided by investing activities		47,937			(51,903	)		(5,925	)		(27,253	)		(37,144	)

Cash flows from financing activities:
	Repayment of credit facility			(58,000	)		—			—			—			(58,000	)
	Proceeds from credit facility			161,800			—			—			—			161,800
	Repurchase of First Mortgage Notes			(241,043	)		—			—			—			(241,043	)
	Redemption of convertible debentures			(117,280	)		—			—			—			(117,280	)
	Proceeds from issuance of long-term debt			200,000			—			—			—			200,000
	Cash held in escrow			(25,244	)		—			—			—			(25,244	)
	Repayment of partner loans			—			22,032			(38,317	)		—			(16,285	)
	Partnership distributions			—			—			(47,296	)		27,253			(20,043	)
	Other			(9,228	)		(1,218	)		(5,735	)		—			(16,181	)

		Net cash (used in) provided by financing activities		(88,995	)		20,814			(91,348	)		27,253			(132,276	)

Net (decrease) increase in cash and cash equivalents				(50,287	)		3,032			4,488			—			(42,767	)
Cash and cash equivalents, beginning of period				50,818			13,548			25,491			—			89,857

Cash and cash equivalents, end of period			$	531		$	16,580		$	29,979		$	—		$	47,090

F-24

			Year ended December 31, 1998
			Parent Company			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net cash provided by (used in) operating activities:			$	(19,539	)	$	20,090		$	81,112		$	—		$	81,663

Cash flows from investing activities:
	Restricted cash held in escrow			12,431			—			13,114			—			25,545
	Purchases of property and equipment			(58	)		(6,317	)		(27,676	)		—			(34,051	)
	Investments in and advances (to) from subsidiaries			45,457			(25,838	)		—			(19,619	)		—
	Other			—			908			(6,583	)		—			(5,675	)

		Net cash (used in) provided by investing activities		57,830			(31,247	)		(21,145	)		(19,619	)		(14,181	)

Cash flows from financing activities:
	Repayment of partner loans			—			14,972			(36,911	)		—			(21,939	)
	Partnership distributions			—			—			(34,115	)		19,619			(14,496	)
	Other			6,740			(2,577	)		(4,707	)		—			(544	)

		Net cash (used in) provided by financing activities		6,740			12,395			(75,733	)		19,619			(36,979	)

Net increase (decrease) in cash and cash equivalents				45,031			1,238			(15,766	)		—			30,503
Cash and cash equivalents, beginning of period				5,787			12,310			41,257			—			59,354

Cash and cash equivalents, end of period			$	50,818		$	13,548		$	25,491		$	—		$	89,857

F-25

15. Fair Value of Financial Instruments

The estimated fair values of the Company's financial instruments at December 31, 2000 are as follows:

	Carrying Amount		Fair Value
*Assets:*
Cash and cash equivalents	$	59,374	$	59,374
*Liabilities:*
Senior Secured Line of Credit		47,400		47,400
Senior Subordinated Notes		200,000		211,000
Other long-term debt		28,936		28,936

The fair value of the first mortgage notes and the convertible subordinated notes are based on quoted market prices. The Company estimates that the fair value of the remainder of the Company's long-term debt approximates carrying value.

16. Quarterly Financial Information (unaudited)

	First		Second			Third		Fourth
2000:
Net revenues	$	174,817	$	173,425		$	181,674	$	164,928
Income from operations(1)		41,923		31,467			40,705		37,461
Other expense, net		9,625		8,956			7,676		7,143
Income before extraordinary item		13,419		7,751			13,135		12,224
Income per share before extraordinary item
Basic		0.47		0.27			0.46		0.43
Diluted		0.46		0.23			0.45		0.42
Net income attributable to common stockholders(2)		13,419		6,597			13,135		12,224
Net income per share(2)
Basic		0.47		0.27			0.46		0.43
Diluted		0.46		0.23			0.45		0.42
1999:
Net revenues	$	137,391	$	144,602		$	156,569	$	155,992
Income from operations		24,591		29,695			34,553		34,186
Other expense, net		13,227		12,857			10,048		9,592
Income before extraordinary item		2,921		7,691			14,318		11,496
Income per share before extraordinary item
Basic		0.11		0.27			0.51		0.41
Diluted		0.10		0.27			0.51		0.40
Net income (loss) attributable to common stockholders(3)		2,894		(27,069	)		10,658		24,996
Net income (loss) per share(3)
Basic		0.11		(0.47	)		0.38		0.89
Diluted		0.10		(0.47	)		0.37		0.86

(1): The second quarter of 2000 includes a $6,800 pre-tax charge related to the write-off of the former landing facility at our Alton property.

F-26

(2): The second quarter of 2000 includes an extraordinary loss of $1,200 related to completion of the final phase of the 1999 refinancing.
(3): The second and third quarters of 1999 include extraordinary losses related to the refinancing and were $34,800 and $3,600, respectively. The fourth quarter of 1999 extraordinary item represents a $13,500 tax benefit related to the refinancing which was recognized with the reversal of deferred tax valuation reserves and the resulting tax provision.

17. Commitments and Contingent Liabilities

The Company has agreed to provide up to $40,000 as part of our agreement to develop and operate a proposed casino in Kenosha, Wisconsin. The proposed casino would be owned by the Menominee Indian Tribe of Wisconsin. Of this $40,000 commitment, we have advanced $1,000 during 2001 and will advance up to an additional $4,000 upon the tribe receiving approval from the United States Bureau of Indian Affairs to place the proposed casino property in federal trust. We also have committed to provide a $30,000 subordinated note concurrent with, and conditioned upon, the tribe's institutional debt offering that is anticipated to finance the project. In addition, we will provide a $5,000 completion guarantee on the construction of the proposed facility. This project and our funding commitment are subject to numerous regulatory approvals.

The Company is subject, from time to time, to various legal and regulatory proceedings, in the ordinary course of business. The Company believes that current proceedings will not have a material effect on the financial condition of the Company or the results of its operations.

18. Subsequent Event

On February 22, 2001, the Company completed its purchase of a 29% limited partnership interest in the Argosy Casino and Hotel in Lawrenceburg, Indiana (the "Lawrenceburg Casino") from Conseco Entertainment, LLC ("Conseco"). The purchase price for the 29% minority interest was $260 million and included the repayment of Conseco's preferred equity interest and outstanding partner loans. The Company and Conseco also settled all pending litigation between the partners.

On March 8, 2001, the Company completed its purchase of the remaining 13.5% limited partnership interest in the Lawrenceburg Casino from Centaur, Inc. The purchase price for the 13.5% minority interest was $105 million.

As a result of these acquisitions, the Company now owns 100% of the Lawrenceburg Casino and the subsidiary that operates the Lawrenceburg Casino has become a guarantor under the amended and restated credit facility and of the senior subordinated notes.

The purchase prices for the minority interests were determined based upon estimates of future cash flows and evaluations of the net worth of the assets acquired. The purchases were funded with $155.3 million of net proceeds received by the Company from its February 8, 2001 private placement of senior subordinated notes and borrowings of approximately $210 million under the Company's $400 million senior credit facility which was amended and restated on March 2, 2001.

F-27

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a corporation, subject to certain limitations, to indemnify its directors and officers against expenses (including attorneys' fees, judgments, fines and certain settlements) actually and reasonably incurred by them in connection with any suit or proceeding to which they are a party so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, so long as they had no reasonable cause to believe their conduct to have been unlawful. The Registrant's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide that the Registrant shall indemnify its directors and such of its officers, employees and agents as the Board of Directors may determine from time to time, to the fullest extent permitted by Section 145 of the DGCL.

Section 102 of the DGCL permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director's liability to a corporation or its stockholders for monetary damages for breaches of fiduciary duty. The enabling statute provides, however, that liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct, or knowing violation of the law, and the unlawful purchase or redemption of stock or payment of unlawful dividends or the receipt of improper personal benefits cannot be eliminated or limited in this manner. The Registrant's Amended and Restated Certificate of Incorporation and Amended and Restated By-laws include a provision which eliminates, to the fullest extent permitted, director liability for monetary damages for breaches of fiduciary duty.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed herewith or incorporated herein by reference.

EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
3.1		Amended and Restated Certification of Incorporation of the Company (previously filed with the Securities and Exchange Commission ("SEC") as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference)
3.2		Amended and Restated By-laws of the Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference)
3.3		Certificate of Incorporation of Alton Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.4		By-laws of Alton Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.5		Certificate of Incorporation of Argosy of Louisiana, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on From S-4 (File No. 333-83567) and incorporated herein by reference)

II-1

3.6		By-laws of Argosy of Louisiana, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.7		Amended and Restated Articles of Partnership In Commendam of Catfish Queen Partnership In Commendam (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.8		Certificate of Incorporation of The Indiana Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.9		By-laws of The Indiana Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.10		Certificate of Incorporation of Iowa Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.11		By-laws of Iowa Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.12		Certificate of Incorporation of Jazz Enterprises, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.13		By-laws of Jazz Enterprises, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.14		Certificate of Incorporation of The Missouri Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.15		By-laws of The Missouri Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.16		Certificate of Incorporation of Des Moines Gaming Company/Argosy of Iowa, Inc. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.17		By-laws of Des Moines Gaming Company/Argosy of Iowa, Inc. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.18		Articles of Organization of Centroplex Centre Convention Hotel, L.L.P. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.19		Amended and Restated Agreement of Limited Partnership of Belle of Sioux City, L.P

II-2

3.20†		Third Amended and Restated Agreement of Limited Partnership of Indiana Gaming Company, L.P.
3.21		Agreement of Limited Partnership of Indiana Gaming II, L.P.
3.22		Certificate of Incorporation of Indiana Gaming Holding Company
3.23		By-laws of Indiana Gaming Holding Company
4.1		Form of the Company's 10³/4% Senior Subordinated Notes due 2009 (included in Exhibit 4.2)
4.2		Indenture, dated as of June 8, 1999, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein, for the Company's 10³/4% Senior Subordinated Notes due 2009 (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
4.3		First Supplemental Indenture, dated as of February 8, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009 (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
4.4		Second Supplemental Indenture, dated as of March 2, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009
4.5		Third Supplemental Indenture, dated as of March 12, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009
4.6		Registration Rights Agreement, dated as of February 8, 2001, by and among the Company, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Wells Fargo Brokerage Services, LLC
5.1		Opinion of Winston & Strawn
12.1		Computation of Ratios of Earnings to Fixed Charges
23.1		Consent of Ernst & Young LLP
23.2		Consent of Winston & Strawn (included in Exhibit 5.1)
24.1		Powers of Attorney
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA, relating to the Indenture and the issuance of the Company's 10³/4% Senior Subordinated Notes due 2009
99.1		Form of Letter of Transmittal
99.2		Form of Notice of Guaranteed Delivery
99.3		Form of Instruction to Registered Holder and/or Depository Trust Company Participant from Beneficial Owner

†: To be filed by amendment.

II-3

ITEM 22. UNDERTAKINGS

(1) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Securities Act"), each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")(and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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.

(2) The Company hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, 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 the Registration Statement through the date of responding to the request.

(3) The Company hereby undertakes 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 the Registration Statement when it became effective.

(4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Argosy Gaming Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		ARGOSY GAMING COMPANY
		By:	/s/ JAMES B. PERRY
			Name: James B. Perry
			Title: Director, President and Chief Executive Officer

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

Signature	Title	Date

* William F. Cellini	Chairman of the Board of Directors	April 5, 2001
/s/ JAMES B. PERRY James B. Perry	Director, President and Chief Executive Officer (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001
* Edward F. Brennan	Director	April 5, 2001
* George L. Bristol	Director	April 5, 2001
* F. Lance Callis	Director	April 5, 2001
* Jimmy F. Gallagher	Director	April 5, 2001
* John B. Pratt	Director	April 5, 2001

*: Dale R. Black, by signing his name hereto, does sign this document on behalf of the above-named individuals, pursuant to the powers of attorney duly executed by such individuals, which have been filed as an Exhibit to this Registration Statement.

		/s/ DALE R. BLACK
		Dale R. Black Attorney-In-Fact

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Alton Gaming Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		ALTON GAMING COMPANY
		By:	/s/ JAMES B. PERRY
			Name: James B. Perry
			Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Argosy of Iowa, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		ARGOSY OF IOWA, INC.
		By:	/s/ JAMES B. PERRY
			Name: James B. Perry
			Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Argosy of Louisiana, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		ARGOSY OF LOUISIANA, INC.
		By:	/s/ JAMES B. PERRY
			Name: James B. Perry
			Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Catfish Queen Partnership in Commendam certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer) of Argosy of Louisiana, Inc., the general partner of Catfish Queen Partnership in Commendam	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer) of Argosy of Louisiana, Inc., the general partner of Catfish Queen Partnership in Commendam	April 5, 2001

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Centroplex Centre Convention Hotel, L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	Director, President and Chief Executive Officer (Principal Executive Officer) of Argosy Gaming Company, the sole member of Centroplex Centre Convention Hotel, L.L.C.	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Argosy Gaming Company, the sole member of Centroplex Centre Convention Hotel, L.L.C.	April 5, 2001

S-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Indiana Gaming Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		THE INDIANA GAMING COMPANY
		By:		/s/ JAMES B. PERRY
				Name: James B. Perry Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Indiana Gaming Holding Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		INDIANA GAMING HOLDING COMPANY
		By:		/s/ JAMES B. PERRY
				Name: James B. Perry Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Indiana Gaming Company, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer) of The Indiana Gaming Company, the general partner of Indiana Gaming Company, L.P.	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer) of The Indiana Gaming Company, the general partner of Indiana Gaming Company, L.P.	April 5, 2001

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Indiana Gaming II, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer) of Indiana Gaming Holding Company, the general partner of Indiana Gaming II, L.P.	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer) of Indiana Gaming Holding Company, the general partner of Indiana Gaming II, L.P.	April 5, 2001

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Iowa Gaming Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		IOWA GAMING COMPANY
		By:		/s/ JAMES B. PERRY
				Name: James B. Perry Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Belle of Sioux City, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer) of Iowa Gaming Company, the general partner of Belle of Sioux City, L.P.	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and , 2001 Principal Accounting Officer) of Iowa Gaming Company, the general partner of Belle of Sioux City, L.P.	April 5, 2001

S-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Jazz Enterprises, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		JAZZ ENTERPRISES, INC.
		By:		/s/ JAMES B. PERRY
				Name: James B. Perry Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DALE R. BLACK Dale R. Black	Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 5, 2001

S-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Missouri Gaming Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alton, State of Illinois, on April 5, 2001.

		THE MISSOURI GAMING COMPANY
		By:		/s/ JAMES B. PERRY
				Name: James B. Perry Title: President

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

Signature	Title	Date

/s/ JAMES B. PERRY James B. Perry	President and Sole Director (Principal Executive Officer)	April 5, 2001
/s/ DAVE R. BLACK Dave R. Black	Treasurer (Principal Financial Officer and , 2001 Principal Accounting Officer)	April 5, 2001

S-14

EXHIBIT INDEX

The following documents are filed herewith or incorporated herein by reference.

EXHIBIT NUMBER		DESCRIPTION OF EXHIBITS
3.1		Amended and Restated Certification of Incorporation of the Company (previously filed with the Securities and Exchange Commission ("SEC") as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference)
3.2		Amended and Restated By-laws of the Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference)
3.3		Certificate of Incorporation of Alton Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.4		By-laws of Alton Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.5		Certificate of Incorporation of Argosy of Louisiana, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on From S-4 (File No. 333-83567) and incorporated herein by reference)
3.6		By-laws of Argosy of Louisiana, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.7		Amended and Restated Articles of Partnership In Commendam of Catfish Queen Partnership In Commendam (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.8		Certificate of Incorporation of The Indiana Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.9		By-laws of The Indiana Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.10		Certificate of Incorporation of Iowa Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.11		By-laws of Iowa Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.12		Certificate of Incorporation of Jazz Enterprises, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)

3.13		By-laws of Jazz Enterprises, Inc. (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.14		Certificate of Incorporation of The Missouri Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.15		By-laws of The Missouri Gaming Company (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
3.16		Certificate of Incorporation of Des Moines Gaming Company/Argosy of Iowa, Inc. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.17		By-laws of Des Moines Gaming Company/Argosy of Iowa, Inc. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.18		Articles of Organization of Centroplex Centre Convention Hotel, L.L.P. (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
3.19		Amended and Restated Agreement of Limited Partnership of Belle of Sioux City, L.P
3.20†		Third Amended and Restated Agreement of Limited Partnership of Indiana Gaming Company, L.P.
3.21		Agreement of Limited Partnership of Indiana Gaming II, L.P.
3.22		Certificate of Incorporation of Indiana Gaming Holding Company
3.23		By-laws of Indiana Gaming Holding Company
4.1		Form of the Company's 10³/4% Senior Subordinated Notes due 2009 (included in Exhibit 4.2)
4.2		Indenture, dated as of June 8, 1999, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein, for the Company's 10³/4% Senior Subordinated Notes due 2009 (previously filed with the SEC as an Exhibit to the Company's Registration Statement on Form S-4 (File No. 333-83567) and incorporated herein by reference)
4.3		First Supplemental Indenture, dated as of February 8, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009 (previously filed with the SEC as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1-11853) and incorporated herein by reference)
4.4		Second Supplemental Indenture, dated as of March 2, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009
4.5		Third Supplemental Indenture, dated as of March 12, 2001, by and among the Company, Bank One Trust Company, NA, as Trustee, and the Subsidiary Guarantors named therein for the Company's 10³/4% Senior Subordinated Notes due 2009

4.6		Registration Rights Agreement, dated as of February 8, 2001, by and among the Company, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Wells Fargo Brokerage Services, LLC
5.1		Opinion of Winston & Strawn
12.1		Computation of Ratios of Earnings to Fixed Charges
23.1		Consent of Ernst & Young LLP
23.2		Consent of Winston & Strawn (included in Exhibit 5.1)
24.1		Powers of Attorney
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bank One Trust Company, NA, relating to the Indenture and the issuance of the Company's 10³/4% Senior Subordinated Notes due 2009
99.1		Form of Letter of Transmittal
99.2		Form of Notice of Guaranteed Delivery
99.3		Form of Instruction to Registered Holder and/or Depository Trust Company Participant from Beneficial Owner

†: To be filed by amendment.

QuickLinks

TABLE OF CONTENTS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF DOCUMENTS BY REFERENCE
SUMMARY
THE COMPANY
RECENT DEVELOPMENTS
SUMMARY OF THE EXCHANGE OFFER
SUMMARY OF THE REGISTERED NOTES
SUMMARY CONSOLIDATED FINANCIAL DATA
SUMMARY OPERATING DATA
RISK FACTORS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
PRO FORMA CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE EXCHANGE OFFER
THE COMPANY
MANAGEMENT
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF NOTES
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS
ARGOSY GAMING COMPANY CONSOLIDATED BALANCE SHEETS (In thousands except share and per share data)
ARGOSY GAMING COMPANY CONSOLIDATED STATEMENTS OF INCOME (In thousands except share and per share data)
ARGOSY GAMING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share and per share data)
ARGOSY GAMING COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands except share and per share data)
ARGOSY GAMING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands except share and per share data)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX
EX-3.19 2 a2044308zex-3_19.txt LIMITED PARTNERSHIP OF BELLE Exhibit 3.19 - ------------------------------------------------------------------------------ AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of BELLE OF SIOUX CITY, L.P. by and among IOWA GAMING COMPANY, as General Partner, and ARGOSY OF IOWA, INC. as Limited Partner - ------------------------------------------------------------------------------ TABLE OF CONTENTS

TABLE OF CONTENTS (continued)

TABLE OF CONTENTS (continued)

EXHIBIT LIST EXHIBIT A Capital Contributions and Interests iv AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as amended from time to time, this "AGREEMENT"), effective as of July 26, 2000, by and between Iowa Gaming Company, an Iowa corporation (the "Company"), as its General Partner and Argosy of Iowa, Inc., an Iowa corporation ("IOWA SUB"), as its Limited Partner. W I T N E S S E T H: WHEREAS, the Company and Gamdev of Sioux City, Inc. f/k/a Sioux City Riverboat Corp., Inc., an Iowa corporation ("GSC") entered into an Agreement of Limited Partnership (the "ORIGINAL AGREEMENT") dated December 1, 1994 to create the Partnership; WHEREAS, GSC has sold all of its Interest in the Partnership to Iowa Sub pursuant to the Partnership Interest Purchase and Sale Agreement dated June 9, 2000 between the Company, Argosy Gaming Company, a Delaware corporation, Iowa Sub, GSC and Gaming Development Group, Inc., an Illinois corporation; WHEREAS, the Company and Iowa Sub desire to amend and restate the Original Agreement in its entirety, and desire to reflect herein, among other things, (i) the admission of Iowa Sub as a Substitute Partner, as such term was defined in the Original Agreement, and (ii) certain other amendments to the Original Agreement to reflect the withdrawal of GSC from the Partnership. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. When used in this Agreement, the following terms shall have the meanings set forth below. "ACT" means the Iowa Revised Uniform Limited Partnership Act, as amended from time to time, and any successor statutes thereto. "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean with respect to any Partner, the deficit balance, if any, in the Partner's Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which the Partner is obligated to restore pursuant to Treasury Regulation Section 1.704-a(b)(2)(ii)(c), or is deemed obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "AFFILIATE" shall mean, with respect to any Partner (or with respect to any other individual or Entity whose affiliates are relevant for purposes of any of the provisions of this Agreement), any Entity which directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, any Partner or any such person or Entity. "AGREEMENT" has the meaning set forth in the opening paragraph. "AFFECTED GAIN" has the meaning set forth in SECTION 6.4(G). "CAPITAL ACCOUNT" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions: (a) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's distributive share of Profits and Partnership items of income and gain and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner. (b) To each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses and Partnership items of loss and deduction, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership. (c) In the event all or a portion of a Partner's Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. (d) In determining the amount of any liability for purposes of the foregoing subparagraphs (i) and (ii), there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the General Partner may make such modification; provided that it is not likely to have a material effect on the amount distributed to any Partner pursuant to ARTICLE XVI hereof upon the dissolution of the Partnership. "CAPITAL CONTRIBUTION" means, with respect to any Partner, the aggregate amount of any money and the Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest held by such Partner, less any liabilities assumed by the Partner in connection with any property or to which such property is subject. "CASH FLOW", for any period, means the amount by which (i) the gross cash receipts of the Partnership from any source for such period (including, but not limited to, capital 2 contributions, loans, receipts pursuant to casino operations or other Partnership operations, proceeds of the sale of any Partnership property, the net receipts derived from insurance payments, rents, damage recoveries, condemnation proceeds and any and all other cash receipts from any source, exceed (ii) (a) the aggregate of all cash disbursements for such period (including, but not limited to, any management fees paid to the General Partner or any successor manager, capital items, interest, loan repayments, reasonably allocable expenses of the Manager directly related to the Partnership's business which are reimbursed to the Manager pursuant to the terms of the Management Agreement and Boat Lease and (b) amounts determined by the General Partner to be reasonable and customary reserves in accordance with Generally Accepted Accounting Principles for either future operating expenses or capital items for the Partnership; provided that any reserves over $250,000 in any year shall require the consent of the Limited Partner. "CASINO" means the excursion boat gaming operations and related restaurants, bars, entertainment, parking facilities and other operations conducted at the Site. "CERTIFICATE" means the Certificate of Registration filed with the Secretary of State of Iowa in accordance with the Act, as such Certificate may be amended from time to time. "CODE" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). "COMMISSION" means the Iowa Racing and Gaming Commission. "CONTROL" means the ability, whether by the direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those persons exercising governing authority over an Entity. In the case of a limited partnership, the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof shall be deemed to have control of such partnership and, in the case of a trust, any trustee thereof or any person having the right to select any such trustee shall be deemed to have control of such trust. "DEBT DOCUMENTS" means the documents evidencing any borrowings of the Partnership. "DEPRECIATION" means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that, if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero (0), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner; and, provided further, however, to 3 the extent that pursuant to SECTION 6.6(B) of this Agreement the "remedial allocation" method described in Regulations Section 1.704-3T is elected, Depreciation shall be determined in a manner consistent with such method. "EMPLOYEE COSTS" has the meaning set forth in SECTION 9.4. "ENTITY" means any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative or association. "EVENT OF FORCE MAJEURE" means the occurrence of circumstances beyond a Partner's control, including, but not limited to, any act by any governmental authority, act of war, strike, boycott, lockout, picketing, riot, sabotage, civil commotion, insurrection, epidemic, disease, act of God, fire, flood, accident, explosion, earthquake, storm, failure of public utilities or common carriers, mechanical failure, embargo or prohibition imposed by any governmental body or agency having authority over such Partner. "FISCAL YEAR" means the Partnership accounting year ending on December 31, except that in the final year of the Partnership, the Fiscal Year shall end on the later of (a) the date of dissolution and liquidation, or (b) the date of final distribution. "GENERAL PARTNER" means any Person which (i) is referred to as such in the first paragraph of this Agreement or has become a General Partner pursuant to the terms of this Agreement and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement. "GROSS ASSET VALUE" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership; (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (a) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution within the meaning of Regulations Section 1.704-1(b)(2)(iv)(f)(5); (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets, including money, as consideration for an Interest in the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(iv)(f)(5); and (c) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; (iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution (taking into account Code Section 7701(g)); and 4 (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and the definition of "Capital Account" hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the General Partner determines that an adjustment pursuant to the foregoing subparagraph (ii) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to any of the foregoing subparagraphs (i), (ii) or (iv) such Gross Asset value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. "INTEREST" means all of a Partner's economic rights and interests in the Partnership in the Partner's capacity as a Partner, all as provided in this Agreement, including, without limitation, any interest of such Partner in the total capital, profits and losses of the Partnership. "LICENSE" means a license from the Iowa Racing and Gaming Commission to operate an excursion gambling boat on the Missouri River at Sioux City, Iowa. "LIMITED PARTNER" means any Person (i) the name of which is set forth on EXHIBIT A attached hereto and designated as such or who is admitted to and has become a limited partner of the Partnership pursuant to the terms of this Agreement and (ii) holds an Interest. "Limited Partners" means all such persons in the event that there is more than one Limited Partner at any time. "LIQUIDATING PARTNER" has the meaning set forth in SECTION 16.1. "MANAGEMENT AND BOAT LEASE AGREEMENT" means that certain Management and Boat Lease Agreement by and between the Partnership and the General Partner dated as of December 1, 1994, as amended from time to time in accordance with the terms thereof. "PARTNER" means each of the General Partner and the Limited Partner, any permitted successor to either of them, any transferee permitted under this Agreement and any other person who shall be admitted to the Partnership as a Partner in accordance with this Agreement. "Partners" means all such persons. "PARTNER MINIMUM GAIN" has the same meaning as "partner nonrecourse debt minimum gain" set forth in Regulations Section 1.704-2(i)(2). "PARTNER NONRECOURSE DEBT" has the meaning set forth in Regulations Section 1.704-2(b)(4). "PARTNER NONRECOURSE DEDUCTIONS" has the meaning set forth in Regulations Section 1.704-2(i). The amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year equals the excess, if any, of the net increase, if any, in the 5 amount of Partner Minimum Gain attributable to such Partner Nonrecourse Debt during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt to the extent such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i). "PARTNERSHIP" means the limited partnership governed by this Agreement. "PARTNERSHIP OPPORTUNITY" means a business or other opportunity which relates to the Partnership's line of business and in which the Partnership has or would have an interest or a reasonable expectancy, which shall specifically include any riverboat or land-based gaming activity. "PERCENTAGE INTEREST" means the percentage for each Partner as set forth in EXHIBIT A, as the same may be adjusted from time to time in accordance with this Agreement. "PROFITS AND LOSSES" means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (ii) or (iv) to the definition of Gross Asset Value hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with the definition of Depreciation herein; 6 (vi) Partnership items of income, gain, loss and deduction that are specially allocated pursuant to SECTION 6.4 hereof shall not be taken into account; and (vii) If any Partnership asset is distributed in kind, the Partnership shall be deemed to have realized Profit or Loss thereon in the same manner as if the Partnership had sold such asset for an amount equal to its fair market value (as determined by the General Partner) on the date of distribution. "REGULATIONS" means the Income Tax Regulations, including Temporary Regulations, promulgated pursuant to the Code as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "REGULATORY ALLOCATIONS" has the meaning set forth in SECTION 6.4(f). "SITE" means the certain real property located on or near the Missouri River and leased or purchased by the Partnership in connection with the operation of a casino and related activities, along with any additional or replacement property designated or sought by the Partnership for such operations, whether leased or purchased from the City or any other person or Entity. "TAX MATTERS PARTNER" shall have the same meaning as ascribed to such term in Section 6231(a)(7) of the Code and the Regulations. "TRANSFER" means, with respect to any Partner, a sale, conveyance, assignment, pledge, hypothecation, gift, encumbrance or other transfer or disposition of an Interest or any part thereof or any interest therein, or any action or attempt to effect the same. ARTICLE II THE PARTNERSHIP 2.1 CONTINUATION OF THE PARTNERSHIP. The parties hereto hereby agree to continue the Partnership as a limited partnership pursuant to this Agreement and the Act. Any previous agreement for governance of the Partnership is hereby superceded in its entirety. 2.2 PARTNERSHIP NAME. The name of the Partnership is Belle of Sioux City, L.P. The Partnership shall execute and file all such documents and take all such other actions as may be necessary to register such name in the State of Iowa and any other appropriate jurisdictions, whether state or local. The Partnership may also do business and own assets in or under any other name as the General Partner may determine and the General Partner shall execute, publish and/or file all assumed or fictitious names or other certificates as may be required by law. 2.3 PURPOSES. The purpose of the Partnership is to (a) deploy and operate a riverboat or dockside gaming casino at or from the Site; (b) operate the Casino at or from the Site; and (c) do any and all things necessary thereto or associated with the Casino. 2.4 PARTNERSHIP POWERS. The Partnership shall have all powers permitted by law to a limited partnership, including, without limitation, the power to do any act or thing and enter into 7 any contract incidental to, or necessary, proper or advisable for, the operation of the Casino or the accomplishment or attainment of any purpose of the Partnership specified in this Agreement. ARTICLE III PRINCIPAL OFFICE The principal office of the Partnership shall be maintained at 501 Pierce Street, Sioux City, Iowa 51101 or such other location or locations as the General Partner from time to time may select. ARTICLE IV TERM The term of the Partnership commenced on the date on which the Certificate was filed in the office of the Secretary of State of Iowa in accordance with the Act and shall continue until December 31, 2014, unless (a) extended by written agreement of the Partners or (b) earlier terminated pursuant to ARTICLE XV. ARTICLE V CAPITAL CONTRIBUTIONS 5.1 GENERAL PARTNER. The name, address, Capital Contribution and Percentage Interest of the General Partner is set forth on EXHIBIT A attached hereto. 5.2 LIMITED PARTNER. The name, address, Capital Contribution and Percentage Interest of the Limited Partner is set forth on EXHIBIT A attached hereto. 5.3 ADDITIONAL FINANCING. (a) The General Partner shall either (i) make a loan to the Partnership or (ii) cause the Partnership to enter into a borrowing transaction to obtain from a third party, such amount as the General Partner shall determine to be necessary for working capital; provided, however, that in no event shall the General Partner be obligated to loan more than $1,000,000 to the Partnership pursuant to this SUBSECTION 5.3(a). (b) In the event that the General Partner determines that additional financing is required by the Partnership for any other reason, the General Partner shall either (i) make a loan or loans to the Partnership or (ii) use reasonable efforts to cause the Partnership to enter into a borrowing transaction to obtain such amounts from third party financing. In no event shall the General Partner be obligated to make such a loan or loans to the Partnership pursuant to this SUBSECTION 5.3(b) in excess of $250,000. (c) If any such financing is provided by the General Partner or an affiliate of the General Partner pursuant to SECTION 5.3(a) or (b), the interest rate thereon shall not exceed the lesser of (i) the long-term cost of capital of the General Partner and its parent corporation or (ii) the "prime" rate announced by Wells Fargo Bank, NA, plus three percent (3%). Any such loans shall be repaid with interest prior to any distributions of Cash Flow (any partial payments being applied first to accrued and unpaid interest and then to outstanding principal). 8 5.4 ADDITIONAL CAPITAL CONTRIBUTIONS. No Partner shall make any additional contribution of capital to the Partnership without the prior written consent of the other Partner. If so approved, the amount of any Partner's additional capital contribution shall be the amount of money and the Gross Asset Value of any other property contributed to the Partnership by the Partner. 5.5 INTEREST. No Partner shall be entitled to receive any interest on such Partner's capital contribution. ARTICLE VI CAPITAL ACCOUNTS; ALLOCATIONS OF INCOME, PROFITS AND LOSSES 6.1 CAPITAL ACCOUNTS. The General Partner shall establish and maintain a Capital Account for each Partner in accordance with the provisions set forth in the definition thereof. The initial balances of the Partners' respective Capital Accounts reflecting the capital contributions made as of the date hereof pursuant to ARTICLE V are set forth on EXHIBIT A attached hereto. 6.2 WITHDRAWAL OF CAPITAL. Except as expressly provided by this Agreement, no Partner shall have the right to withdraw, reduce or demand the return of its capital contribution or to otherwise withdraw any capital, whether cash or property, from the Partnership. 6.3 ALLOCATION OF PROFITS AND LOSSES. (a) Profits and Losses shall be allocated to the Partners in the following manner: (i) Profits shall be allocated as follows: (A) first, to the Partners, pro rata in proportion to and to the extent of the excess of the cumulative losses allocated to each such Partner over the cumulative losses allocated to such Partner pursuant to this SECTION 6.3(a)(i)(A); and (B) thereafter, any remaining Profits shall be allocated to the Partners in accordance with their respective Interests. (ii) Losses shall be allocated as follows: (A) first, to the Partners pro rata and in proportion to and to the extent of the cumulative Profits allocated to each such Partner under SECTION 6.3(a)(i)(B); and (B) Thereafter, any remaining Losses shall be allocated to the General Partner. (b) The allocation of Profits and Losses in paragraph (a) is intended to have substantial economic effect within the meaning of Treas. Reg. Section 1.704-1(b)(2) or be in 9 accordance with the Partners' interests in the Partnership within the meaning of Treas. Reg. Section 1.704-1(b)(3). If subsequent events (including, but not limited to, nonrecourse borrowing by the Partnership) cause, in the reasonable opinion of the General Partner, the paragraph (a) allocations to have neither substantial economic effect nor be in accordance with the Partners' interests in the Partnership, the General Partner may (i) allocate the income, gain, loss, deduction and credit of the Partnership so that such allocations are in accordance with the Partners' interests in the Partnership; or (ii) make such other modifications to this Agreement (including, but not limited to, the addition of a minimum gain chargeback, and other special allocation provisions specified in Treas. Reg. Sections 1.704-2 or 1.704-1(b)) that are necessary to cause such allocations to have substantial economic effect within the meaning of Treas. Reg. Section 1.704-1(b)(2). 6.4 SPECIAL ALLOCATIONS. (a) PARTNER MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision of this ARTICLE VI, if there is a net decrease in Partner Minimum Gain attributable to Partner Nonrecourse Debt during any Fiscal Year, determined in accordance with Regulations Section 1.704-2(i)(3), each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be allocated Partnership items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) equal to such Partner's share of the net decrease in Partner Minimum Gain. This SECTION 6.4(a) is intended to comply with Regulations Section 1.704-2(i) and shall be applied and interpreted consistently therewith. (b) PARTNER NONRECOURSE DEDUCTIONS. Any Partner Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i) and 1.704-2(k). (c) CASH FLOW DISTRIBUTIONS. To the extent permitted by Regulations Sections 1.704-2(h) and 1.704-2(i)(6), the Partners shall endeavor to treat distributions of Cash Flow as having been made from the proceeds of a Partner Nonrecourse Debt only to the extent that such distributions would not cause or increase an Adjusted Capital Account Deficit for any Partner. (d) QUALIFIED INCOME OFFSET. In the event that a Partner receives any adjustments, allocations or distributions described in Regulations Section 1.704-1(b)(2)(ii) (d)(4), (5) and (6), then items of Partnership income and gain shall be specially allocated to the Partners in an amount and manner sufficient to eliminate, to the extent required by such regulations, any Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible; provided, however, that an allocation pursuant to this SECTION 6.4(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this ARTICLE VI have been tentatively made as if this SECTION 6.4(d) were not in the Agreement. (e) To the extent that an adjustment to the adjusted tax basis of any asset of the Partnership, pursuant to Code Sections 734(b) or 743(b), is required to be taken into account in determining Capital Accounts or adjustments thereto under Regulations Section 1.704- 10 1(b)(2)(iv)(m), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. (f) CURATIVE ALLOCATIONS. The allocations provided for in SECTIONS 6.4(a), (b), (d) and (e) above (collectively, the "REGULATORY ALLOCATIONS"), may not be consistent with the manner in which the Partners intend to divide Profits, Losses and similar items. In such case, to the extent possible, other items of Partnership income, gain, loss or deduction will be reallocated among the Partners (in the same Fiscal Year, and to the extent necessary, subsequent Fiscal Years) in a manner consistent with Regulations Sections 1.704-1(b) and 1.704-2 so as to prevent the Regulatory Allocations from distorting the manner in which Profits, Losses and other items are intended to be allocated among the Partners pursuant to SECTION 6.3. Notwithstanding the preceding sentence, Regulatory Allocations relating to Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Minimum Gain attributable to Partner Nonrecourse Debt. Any allocations under this SECTION 6.4(f) shall take into account the effect of future Regulatory Allocations which are likely to offset other Regulatory Allocations that are or would be the subject of any allocation under this SECTION 6.4(f), such that the overall allocation of Profits, Losses and items of Partnership income, gain, loss or deduction are allocated in accordance with the way in which the Partnership intends to divide Profits, Losses and similar items. (g) If any portion of taxable gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 ("AFFECTED GAIN"), then (A) Partnership items of income and gain in an amount equal to such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Partnership items of income or gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes of this SECTION 6.4(g), in order to determine the proportionate allocations of depreciation and amortization deductions for each Fiscal Year or other applicable period, such deductions shall be deemed allocated on the same basis as for Profits and Losses and other Partnership items of income, gain, loss and deduction for such respective period. 6.5 ALLOCATIONS IN CASE OF TRANSFERS OR ADMISSIONS. Profits and Losses allocable to any Interest that has been transferred during a Fiscal Year shall be allocated among the persons who are the holders of such Interest during such year in accordance with Code Section 706 using any convention permitted by law and selected by the General Partner. In the event Partners are admitted to the Partnership pursuant to this Agreement on different dates, the Profits or Losses allocated to the Partners for each Fiscal Year during which Partners are so admitted shall be allocated among the Partners in proportion to their respective Percentage Interests during such Fiscal Year in accordance with Code Section 706 using any convention permitted by law and selected by the General Partner. 11 6.6 TAX ALLOCATIONS. (a) Except as provided otherwise in this ARTICLE VI, all items of Partnership income, gain, loss, deduction and any other allocations not otherwise provided for shall, for tax purposes, be divided among the Partners in the same proportions as they share Profits and Losses, as the case may be, for the Fiscal Year. (b) Section 704(c) Compliance. For federal income tax purposes, Partnership items of income, gain, loss, deduction and credit shall be allocated among the Partners in the manner which takes into account the difference between the adjusted basis to the Partnership of the interest in the property that each Partner is deemed to have contributed to the Partnership and the Gross Asset Value of such interest in such property at the time the property was contributed, in accordance with, and to the full extent required by, Code Section 704(c) and Regulations Sections 1.704-1(b)(1)(vi), (d)(3), 1.704-3 and 1.704-3T, as the case may be. In the event any Gross Asset Value is adjusted pursuant to the definition of Gross Asset Value set forth in ARTICLE I hereof, subsequent allocations of Profits and Losses with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder. For this purpose, each Partner shall be treated as contributing assets having an adjusted basis equal to the product of the adjusted basis of all Partnership assets on the date of such adjustment multiplied by such Partner's Percentage Interest on such date, and no additional variation shall be treated as occurring as a result of any scheduled cash capital contribution made pursuant to SECTION 5.1 hereof. Any elections or other decisions relating to allocations under this SECTION 6.6(b) including the selection of any allocation method permitted under Regulations Section 1.704-3 or Regulations Section 1.704-3T shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to SECTION 6.6(b) are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Capital Account balance or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement. ARTICLE VII ACCOUNTING AND TAX MATTERS 7.1 FISCAL AND TAX YEARS. The Partnership's Fiscal Year and tax year shall end on December 31. 7.2 ACCOUNTING METHOD. The books of the Partnership (both tax and financial) shall be kept on an accrual basis. 7.3 TAX MATTERS PARTNER. The General Partner shall be the Tax Matters Partner; provided, however, (i) in exercising its authority as Tax Matters Partner, the General Partner shall be limited by the provisions of this Agreement affecting tax aspects of the Partnership; (ii) the Tax Matters Partner shall consult in good faith with the Limited Partner regarding the filing of a Code Section 6227(b) administrative adjustment request with respect to the Partnership before filing such request, it being understood, however, that the provisions hereof shall not be construed to limit the ability of any Partner to file an administrative adjustment request on its 12 own behalf pursuant to Code Section 6227(a); (iii) the Tax Matters Partner shall consult in good faith with the Limited Partner regarding the filing of a petition for judicial review of an administrative adjustment request under Code Section 6228, or a petition for judicial review of a final partnership administrative judgment under Code Section 6226 relating to the Partnership before filing such petition; (iv) the Tax Matters Partner shall give prompt notice to the Limited Partner of the receipt of any written notice that the Internal Revenue Service or any state or local taxing authority intends to examine Partnership income tax returns for any year, the receipt of written notice of the beginning of an administrative proceeding at the Partnership level relating to the Partnership under Code Section 6223, the receipt of written notice of the final partnership administrative adjustment relating to the Partnership pursuant to Code Section 6223, and the receipt of any request from the Internal Revenue Service for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Partnership; and (v) the Tax Matters Partner shall promptly notify the Limited Partner if the Tax Matters Partner does not intend to file for judicial review with respect to the Partnership. 7.4 TAX ELECTIONS. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole discretion; provided, however, if requested by a transferee, the General Partner shall file an election on behalf of the Partnership pursuant to Code Section 754 to adjust the basis of the Partnership property in the case of a transfer of an Interest made in accordance with the provisions of this Agreement. The transferee of any Interest shall bear any costs associated with the Code Section 754 election and adjustment to the basis of Partnership property. 7.5 TAX RETURNS. The General Partner shall prepare and file, or cause to be prepared and filed, all state and federal tax returns on a timely basis. A statement of the allocation of Profits or Losses and other items of income, gain, loss and deduction of the Partnership shown on the annual income tax returns prepared by the General Partner (or the accountants which it shall designate) shall be transmitted and delivered to the Partners within ten (10) days of the preparation or receipt thereof by the Partnership. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of Partnership items of income, gain, loss, deduction and credit for federal income tax purpose, within the period of time prescribed by law. Each Partner must report consistently with such tax returns prepared for the Partnership pursuant to this Agreement. 7.6 PARTNERSHIP CLASSIFICATION. Each Partner acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute. ARTICLE VIII DISTRIBUTIONS 8.1 DETERMINATION OF CASH FLOW. Within ninety (90) days after the end of each calendar quarter other than the calendar quarter ending on December 31 of each year, and one hundred twenty (120) days after the end of the calendar quarter ending on December 31 of each year, the General Partner shall prepare and deliver to each Partner a statement of Cash Flow. 13 8.2 AMOUNTS AND TIME OF DISTRIBUTION. Cash Flow shall be distributed by the General Partner to the Partners, pro rata in accordance with their respective Interests, at such time and in such amounts as the General Partner shall determine, but the Cash Flow for each Fiscal Year of the Partnership shall be distributed not less frequently than annually, within one hundred twenty (120) days following the end of the Partnership's Fiscal Year. The General Partner may, in its sole and absolute discretion, distribute Cash Flow more frequently. ARTICLE IX MANAGEMENT OF THE PARTNERSHIP 9.1 MANAGEMENT. Subject to any express limitations contained in this Agreement, the Partnership shall be managed exclusively by the General Partner and the General Partner shall be responsible for the management of the Partnership's business and shall have full, exclusive and complete power and discretion, without the need for consent or approval of any other Partner, to make all decisions and to do all things which it deems necessary or desirable on behalf of the Partnership, including all the powers permitted to a General Partner under the Act. 9.2 LIMITATION ON POWERS. No Partner shall: (a) use the Partnership name or assets in any way except for the transaction of legitimate Partnership business or do any act in contravention of this Agreement; or (b) do any act which would make it impossible to carry on the business of the Partnership. 9.3 NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS. Except as otherwise specifically provided in this Agreement, no Limited Partner shall participate in the control or management of the business of the Partnership nor act for and on behalf of the Partnership in any manner whatsoever. 9.4 EMPLOYEES AND OFFICERS. The Partnership shall have such agents and employees as the General Partner may deem appropriate and such employees may be designated by the General Partner as officers of the Partnership. Any management employee or any officer of the Partnership may be and remain an employee of the General Partner or an Affiliate of the General Partner. In such event, the General Partner or its Affiliate shall be responsible for all compensation and benefits ("EMPLOYEE COSTS") of such employee or officer, except that the Partnership shall reimburse the General Partner or its Affiliate a percentage of such Employee Costs determined by the General Partner in good faith. Such percentage is intended to represent the estimated percentage of the applicable employees' time which is devoted to services for the Partnership. The General Partner may fill any employee or officer vacancy or remove any employees or officers of the Partnership with or without cause. 9.5 AUTHORITY OF THE GENERAL PARTNER. Except for such matters which by this Agreement specifically require approval by the Limited Partner, the General Partner shall manage the business and affairs of the Partnership and shall have the exclusive power and authority to make any and all decisions and to take any and all actions which the General Partner deems necessary or desirable to conduct the business of the Partnership. The General Partner shall have all powers, statutory or otherwise, possessed by or permitted to a general partner under the laws of the State of Iowa. 14 9.6 COMPLIANCE WITH COMMISSION RULES. Each Partner agrees to comply with the laws of the State of Iowa and the rules of the Commission. Each Partner agrees to provide the other Partner notice of any noncompliance with the laws of the State of Iowa or the rules of the Commission, and work diligently and in good faith to bring such activities into compliance. ARTICLE X LIMITATION OF LIABILITY; INDEMNIFICATION 10.1 EXONERATION. The General Partner shall not have any liability to the Partnership or any Partner for any loss, damage, cost or expense, including, without limitation, any special, indirect, consequential or punitive damages of the Partnership or any Partner arising or allegedly arising out of the General Partner's management of the Partnership or the General Partner's acts or omissions in connection with its management of the Partnership; provided that this provision shall not apply if such loss, damage, cost or expense arises out of (i) an act of fraud, embezzlement or other serious criminal activity by the General Partner or (ii) willful misconduct by the General Partner. 10.2 INDEMNIFICATION. The Partnership shall indemnify, and shall hold the General Partner and each of its officers, employees or Affiliates harmless against, to the full extent permitted by law, any loss, damage, cost or expense (including court costs and reasonable attorneys' fees) which the General Partner or any such officer, employee or Affiliate may sustain or incur by reason of any claim, demand, suit or recovery by any person or Entity (other than such Partner, officer, employee or an Affiliate of such Partner) arising or allegedly arising out of the business of the Partnership and, in the case of the General Partner, including the General Partner's management of the Partnership or the General Partner's acts or omissions in connection with its management of the Partnership and actions taken by the General Partner as Tax Matters Partner; provided that the General Partner or such officer, employee or Affiliate of the General Partner shall not be entitled to indemnification hereunder if such loss, damage, cost or expense arises out of (i) an act of fraud, embezzlement or serious criminal activity by the party seeking indemnification or (ii) willful misconduct by the party seeking indemnification. 10.3 LEGAL EXPENSES. Expenses incurred by the General Partner or any of its Affiliates in defending any action, suit or proceeding of the nature described in SECTION 10.2 hereof shall be paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the General Partner or such Affiliate to repay such amount if it shall ultimately be determined that such Partner or such Affiliate is not entitled to be indemnified by the Partnership as authorized in SECTION 10.2 hereof. ARTICLE XI REIMBURSEMENT OF GENERAL PARTNER 11.1 COMPENSATION AND EXPENSE REIMBURSEMENT OF PARTNERS. (a) Other than pursuant to the Management and Boat Lease Agreement or as provided in this SECTION 11.1, no payment will be required by the Partnership for the services of the General Partner, any other Partner or any member, employee, agent or partner of any Partner or an Affiliate thereof. 15 (b) The General Partner and its Affiliates shall be reimbursed by the Partnership for (i) the reasonable out-of-pocket expenses directly related to the Partnership's business and incurred by the General Partner or its Affiliate on behalf of, and reasonably allocable to, the Partnership, including any legal, accounting, travel and other similar expenses reasonably incurred by the General Partner or its Affiliates in connection with the operation of the business of the Partnership, (ii) Employee Costs, as provided in SECTION 9.4 hereof, and (iii) services provided by the General Partner and its Affiliates to the Partnership in the operation of its business. Such services which may be provided by the General Partner and its Affiliates pursuant to this SECTION 11.1(b) shall include, but not be limited to, accounting services, management information services, security services and public relation services. (c) Any reimbursement or other consideration to be paid by the Partnership to the General Partner pursuant to the terms of this Agreement shall not be in lieu of, and the Partnership shall be directly liable for, expenses incurred by the Partnership, or by the General Partner on behalf of the Partnership, for services rendered to the Partnership by unaffiliated third parties. Any such reimbursement or other consideration shall be at the General Partner's or such Affiliate's cost, without markup, and shall not include any allocation of overhead or profit. ARTICLE XII FINANCIAL STATEMENTS 12.1 AUDITS. The General Partner shall cause the Partnership, each year, at the Partnership's expense, to have its books, records and financial statements audited, and the General Partner shall use its best efforts to cause the Partnership to have such audit completed within ninety (90) days after the end of each fiscal year. 12.2 FINANCIAL STATEMENTS. The General Partner shall use its best efforts to cause the Partnership to prepare and deliver to the Limited Partner an unaudited balance sheet and an unaudited operating statement as of the end of each quarter and an operating budget and cash flow projections for the Partnership for each fiscal year of the Partnership. Such operating statements shall compare the results of operations with the budgets for the then current fiscal year. The General Partner shall use its best efforts to cause the Partnership to deliver (i) the quarterly balance sheet and operating statements to the Limited Partner within sixty (60) days after the end of each quarter. 12.3 PARTNERSHIP BOOKS. Proper and complete books of account of the Partnership shall be kept at the Partnership's principal place of business and shall be open to inspection by any Partner at reasonable times during business hours. Without limiting the foregoing, all federal, state and local tax returns of the Partnership shall be open to inspection by either Partner at reasonable times during business hours. ARTICLE XIII RESTRICTIONS ON TRANSFERS OF INTERESTS No Partner may Transfer all or any portion of its rights or Interest in the Partnership or withdraw or retire from the Partnership without the consent of the other Partner 16 and any such attempted Transfer, withdrawal or retirement without the consent of the other Partner shall be null and void. ARTICLE XIV NO WITHDRAWAL OR PARTITION BY A PARTNER Each Partner agrees (a) to be bound by the terms, conditions and provisions of this Agreement; (b) not to withdraw as a Partner until the end of the term of the Partnership (except in connection with a Transfer permitted under this Agreement); and (c) not to take any action or fail to take any action that would cause dissolution or termination of the Partnership except as permitted pursuant to SECTION 15.1. ARTICLE XV DISSOLUTION 15.1 DISSOLUTION. Upon the occurrence of any of the following events, the Partnership shall be dissolved and the business of the Partnership shall be wound up in accordance with the provisions of ARTICLE XVI: (a) Unanimous decision of all Partners to dissolve the Partnership; (b) December 31, 2014 (except as such date may be extended under this Agreement); and (c) Any Partner or any direct or indirect owner of a Partner becoming ineligible to hold a License. ARTICLE XVI LIQUIDATION AND DISTRIBUTION 16.1 LIQUIDATING PARTNER. Upon dissolution of the Partnership pursuant to SECTIONS 15.1, the General Partner shall be, or there is no General Partner, then such person as shall be designated by the Limited Partner shall be, the liquidating Partner (the "LIQUIDATING PARTNER"). 16.2 WINDING UP. The Liquidating Partner shall cause the Partnership to cease to engage in further business, except to the extent necessary to perform existing contracts, and shall wind up the affairs of the Partnership and liquidate its assets. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partners to minimize the losses normally attendant on a liquidation. During the course of liquidation, the provisions of this Agreement shall continue to bind the Partners and apply to the activities of the Partnership, except as expressly provided herein to the contrary. 16.3 DISTRIBUTION FOLLOWING LIQUIDATION. Upon the completion of winding up and liquidation of the Partnership pursuant to SECTION 16.2 above, the Liquidating Partner shall distribute the proceeds of the Partnership in the following order of priority: 17 (a) To the payment of all debts and liabilities of the Partnership other than: (i) loans or advances that may have been made by any Partner to the Partnership; and (ii) debts secured by liens on property sold pursuant to the liquidation subject thereto; provided that neither the Partnership nor any of the Partners is personally liable on, or is released from liability on, such debts; (b) To the payment of all expenses of liquidation; (c) To the setting up of any reserves which the Liquidating Partner may deem necessary for any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. Said reserves may be paid over by the Liquidating Partner to a bank or trust company acceptable to the Liquidating Partner to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities or obligations and, at the expiration of such period as the Liquidating Partner shall deem advisable, distributing the balance, if any, thereafter remaining, in the manner hereinafter provided; (d) To the repayment of any loans that may have been made by the Partners to the Partnership, in accordance with the order of priority established in any applicable Debt Documents or, if no priority is established, then pro rata, in accordance with the amounts outstanding thereunder; and (e) The balance, if any, to the Partners, in accordance with their respective positive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods. ARTICLE XVII NO PARTNERSHIP OPPORTUNITY AND AFFILIATE TRANSACTIONS 17.1 OTHER BUSINESS; PARTNERSHIP OPPORTUNITY. (a) No business opportunities other than those actually exploited by the Partnership pursuant to SECTION 2.3 shall be deemed the property of the Partnership and any Partner or its Affiliates may engage in or possess an interest in any other business venture, independently or with others, of any nature or description; and neither the other Partners nor the Partnership shall have any rights by virtue of this Agreement in and to such other business ventures or to the income or profits derived therefrom. (b) No Partner or any Affiliate of a Partner shall have any duty to communicate or offer to the Partnership or to any Partner or Affiliate of a Partner any Partnership Opportunity, and no Partner or Affiliate of a Partner shall be liable to the Partnership for breach of any fiduciary duty or duty of loyalty to the Partnership or its Partners by reason of the fact that it pursues or acquires a Partnership Opportunity for itself or directs a Partnership Opportunity to another person or entity. 18 17.2 AFFILIATE TRANSACTIONS. The parties hereto acknowledge and agree that in the course of the General Partner performing its services as General Partner hereunder and its services as Manager under the Management and Boat Lease Agreement, the General Partner and its Affiliates may from time to time engage in transactions with the Partnership. The General Partner agrees that it shall act in good faith with respect to such transactions and the terms of such transactions shall be fair and equitable. In determining whether a particular transaction with the Partnership is in accordance with the terms of this paragraph, all aspects of such transaction and all facts and circumstances surrounding such transaction taken together (and if such transaction is one of a series of related transactions, including transactions pursuant to any pre-established contract or arrangement, then all of such related transactions, and the terms of such contract or arrangement) shall be taken into account. ARTICLE XVIII MISCELLANEOUS 18.1 GOVERNING LAW. This Agreement shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of Iowa except with respect to matters of law concerning the internal affairs of any corporation, partnership or other entity which is a party to or the subject of this Agreement and as to those matters the law of the jurisdiction of incorporation or formation of such entity shall govern. The Partners agree and acknowledge that all terms and provisions hereof are subject to applicable law, including the statutes of the State of Iowa with respect to gaming and any rules and regulations promulgated by the Commission. 18.2 EVENTS OF FORCE MAJEURE. Any Partner whose performance under this Agreement is prevented by an Event of Force Majeure shall give prompt notice of the Event of Force Majeure to the other Partner and shall thereafter use its best efforts to minimize the duration and consequences of, and to eliminate, any such Event of Force Majeure. No Partner shall have any liability to the Partnership or any Partner for a breach of this Agreement resulting from an Event of Force Majeure. 18.3 TITLE TO ASSETS; PARTITION. No real or other property of the Partnership shall be deemed owned by any Partner individually, but shall be owned by and title shall be vested solely in the Partnership. The Interest of each Partner shall constitute personal property. Each Partner hereby irrevocably waives, for the term of the Partnership, any and all right it may have to maintain an action for partition with respect to its undivided interest in the property or assets (real or personal) of the Partnership or to compel the sale thereof under any statute, common law or other means not provided for in this Agreement. 18.4 HEADINGS. The table of contents and the headings of the several sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 18.5 ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement, together with all exhibits hereto and thereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no other 19 agreements among the parties in connection with the subject matter hereof except as specifically set forth herein or contemplated hereby. Any supplement, modification or waiver of this Agreement shall be in writing and agreed to by all Partners. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 18.6 REMEDIES. The parties hereto acknowledge that the rights granted hereunder are unique and that irreparable damage would result if this Agreement is not specifically enforced and that, therefore, the rights and obligations of the parties under this Agreement may be enforced by a decree of specific enforcement issued by a court of competent jurisdiction and appropriate equitable relief may be applied for and granted in connection therewith. Such remedies shall, however, not be exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise. 18.7 FURTHER ASSURANCES. Each of the parties hereto shall, at any time and from time to time after becoming a Partner, upon request of the other parties, take such further action and execute, acknowledge and deliver all such instruments of further assurance as may be necessary to carry out the provisions of this Agreement. 18.8 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 18.9 NOTICES. (a) All notices required or permitted to be given hereunder shall be given by registered mail, in person (in writing), by telecopy or by telex and addressed as follows: To Iowa Sub: Argosy of Iowa, Inc. c/o Argosy Gaming Company 219 Piasa Street Alton, Illinois 62002 Attention: Chief Executive Officer or Chief Financial Officer with a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attention: Joseph A. Walsh, Jr. 20 to the Company: Iowa Gaming Company c/o Argosy Gaming Company 219 Piasa Street Alton, Illinois 62002 Attention: Chief Executive Officer or Chief Financial Officer with a copy to: Winston & Strawn 35 West Wacker Drive Chicago, Illinois 60601 Attention: Joseph A. Walsh, Jr. (b) Either Partner may from time to time change its address for the purpose of notices to that Partner by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the Partner sought to be charged with its contents. (c) All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section if delivered personally or by air courier, shall be effective upon delivery; and, if delivered by mail, shall be effective upon deposit in the United States mail, postage prepaid. 18.10 CONFIDENTIALITY. The Limited Partner agrees that no press release, notice to any third party or other publicity regarding the Partnership and its operations shall be made except by or with the approval of the General Partner and as approved by the General Partner's SEC counsel. 18.11 NO THIRD-PARTY BENEFICIARY. This Agreement is being entered into solely for the benefit of the parties hereto, and the parties do not intend that any other person shall be a third-party beneficiary of the representations, warranties, agreements or covenants made by any Partner contained in this Agreement. 18.12 SEVERABILITY. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement or any other such instrument. 18.13 SUCCESSORS AND ASSIGNS. Subject to the restrictions on transfer and assignment herein contained, the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the respective Partners. [SIGNATURE PAGE TO FOLLOW] 21 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. IOWA GAMING COMPANY, the General Partner By: /s/ J.A. Gulbrandsen ------------------------------------------- Title: Vice President ------------------------------------------- ARGOSY OF IOWA, INC., a Limited Partner By: /s/ J.A. Gulbrandsen ------------------------------------------- Title: Vice President ------------------------------------------- EXHIBIT A CAPITAL CONTRIBUTIONS AND INTERESTS

EX-3.21 3 a2044308zex-3_21.txt LIMITED PARTNERSHIP OF INDIANA Exhibit 3.21 - ------------------------------------------------------------------------------ AGREEMENT OF LIMITED PARTNERSHIP of INDIANA GAMING II, L.P. by and among INDIANA GAMING HOLDING COMPANY, as General Partner, and THE INDIANA GAMING COMPANY as Limited Partner - ------------------------------------------------------------------------------ Table of Contents

EXHIBIT LIST EXHIBIT A Capital Contributions and Interests iii AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP (as amended from time to time, this "AGREEMENT"), effective as of January 26, 2001, by and between Indiana Gaming Holding Company, an Indiana corporation ("INDIANA HOLDING"), as its General Partner and The Indiana Gaming Company, an Indiana corporation ("IGC"), as its Limited Partner. WITNESSETH: WHEREAS, the parties hereto desire to form a limited partnership in accordance with the Act, and in furtherance thereof, to enter into this Agreement pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1. Definitions. When used in this Agreement, the following terms shall have the meanings set forth below. "ACT" means the Indiana Revised Uniform Limited Partnership Act, as amended from time to time, and any successor statutes thereto. "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean with respect to any Partner, the deficit balance, if any, in the Partner's Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which the Partner is obligated to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. "AFFILIATE" shall mean, with respect to any Partner (or with respect to any other individual or Entity whose affiliates are relevant for purposes of any of the provisions of this Agreement), any Entity which directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, any Partner or any such person or Entity. "AGREEMENT" has the meaning set forth in the opening paragraph. "BANKRUPTCY OR INSOLVENCY" shall be deemed to have occurred with respect to any Partner or other person if such Partner or other person shall file in any court pursuant to any statute of the United States or of any state a petition in bankruptcy or insolvency, or shall file for reorganization or for the appointment of a receiver or a trustee of all or a material portion of such Partner or other person's property, or if any such Partner or other person shall make an assignment for the benefit of creditors, admit in writing its inability to pay its debts as they fall due or seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of any material portion of its property. If there shall be filed against any Partner or other person in any court, pursuant to any statute of the United States or of any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of such Partner or other person's property, and within ninety (90) days after the commencement of any such proceeding, such petition shall not have been dismissed, then such Partner or other person against whom such petition has been filed shall be considered Bankrupt or Insolvent for purposes of this Agreement. In addition, if the whole or any portion of the Interest of any Partner in the Partnership is subject to levy or attachment, and such levy or attachment is not released or discharged within ninety (90) days, such Partner or other person shall be deemed Bankrupt or Insolvent for purposes of this Agreement. "CAPITAL ACCOUNT" means, with respect to any Partner, the Capital Account maintained for such Partner in compliance with Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the General Partner may make such modification; provided that it is not likely to have a material effect on the amount distributed to any Partner pursuant to ARTICLE XV hereof upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to comply with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Sections 1.704-1(b) or 1.704-2. "CAPITAL CONTRIBUTION" means, with respect to any Partner, the aggregate amount of any money and the Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest held by such Partner, net of the amount of any debt to which such property is subject. The principal amount of a promissory note which is not readily tradable on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any person until the Partnership makes a taxable disposition of the note or until (and to the extent) such Partner makes principal payments on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2). "CASH FLOW", for any period, means the amount by which (i) the gross cash receipts of the Partnership from any source for such period (including, but not limited to, capital contributions, loans, receipts pursuant to casino operations or other Partnership operations, proceeds of the sale of any Partnership property, the net receipts derived from insurance payments, rents, damage recoveries, condemnation proceeds and any and all other cash receipts from any source), exceed (ii) (a) the aggregate of all cash disbursements for such period (including, but not limited to, any management fees paid to the General Partner or any successor manager, capital items, interest, loan repayments, reasonably allocable expenses of the manager directly related to the Partnership's business which are reimbursed to the manager pursuant to Section 11.1(b)) and (b) amounts determined by the General Partner to be reasonable and 2 customary reserves in accordance with Generally Accepted Accounting Principles for either future operating expenses or capital items for the Partnership. "CERTIFICATE" means the Certificate of Limited Partnership filed with the Secretary of State of Indian in accordance with the Act, as such Certificate may be amended from time to time. "CODE" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). "CONTROL" means the ability, whether by the direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those persons exercising governing authority over an Entity. In the case of a limited partnership, the sole general partner, all of the general partners to the extent each has equal management control and authority, or the managing general partner or managing general partners thereof shall be deemed to have control of such partnership and, in the case of a trust, any trustee thereof or any person having the right to select any such trustee shall be deemed to have control of such trust. "DEBT DOCUMENTS" means the documents evidencing any borrowings of the Partnership. "DISSOLUTION OR TERMINATION" shall be deemed to have occurred (i) in the case of a corporate Partner or other person upon the earlier of the adoption of a plan of liquidation by such Partner or other person or the effective date of dissolution in accordance with applicable statutory law and (ii) in the case of a partnership Partner or other person, upon the date of dissolution or termination of such partnership in accordance with the provisions of the governing partnership agreement or applicable statutory law. "EMPLOYEE COSTS" has the meaning set forth in SECTION 9.4. "ENTITY" means any general partnership, limited partnership, corporation, joint venture, trust, business trust, limited liability company, cooperative or association. "EVENT OF FORCE MAJEURE" means the occurrence of circumstances beyond a Partner's control, including, but not limited to, any act by any governmental authority, act of war, strike, boycott, lockout, picketing, riot, sabotage, civil commotion, insurrection, epidemic, disease, act of God, fire, flood, accident, explosion, earthquake, storm, failure of public utilities or common carriers, mechanical failure, embargo or prohibition imposed by any governmental body or agency having authority over such Partner. "FISCAL YEAR" means the Partnership accounting year ending on December 31, except that in the final year of the Partnership, the Fiscal Year shall end on the later of (a) the date of dissolution and liquidation, or (b) the date of final distribution. "GENERAL PARTNER" means any person which (i) is referred to as such in the first paragraph of this Agreement or has become a General Partner pursuant to the terms of this 3 Agreement and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement. "GROSS ASSET VALUE" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, as adjusted from time to time to reflect the adjustments that are required or permitted by, or are consistent with, Regulations Section 1.704-1(b)(2)(iv)(d)-(g), (j)-(n), and (p)-(r); PROVIDED, HOWEVER, that: (i) the initial fair market value of any asset contributed by a Partner to the Partnership shall be as agreed by the contributing Partner and the General Partner; and (ii) the adjustments permitted pursuant to an event described within Regulations Section 1.704-1(b)(2)(iv)(f)(5) (excluding the liquidation of the Partnership described therein) shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. "INTEREST" means all of a Partner's economic rights and interests in the Partnership in the Partner's capacity as a Partner, all as provided in this Agreement, including, without limitation, any interest of such Partner in the total capital, profits and losses of the Partnership. "LIMITED PARTNER" means any person (i) the name of which is set forth on EXHIBIT A attached hereto and designated as such or who is admitted to and has become a limited partner of the Partnership pursuant to the terms of this Agreement and (ii) holds an Interest. "Limited Partners" means all such persons in the event that there is more than one Limited Partner at any time. "LIQUIDATING EVENTS" has the meaning set forth in SECTION 14.1. "LIQUIDATING PARTNER" has the meaning set forth in SECTION 15.1. "PARTNER" means each of the General Partner and the Limited Partner, any permitted successor to either of them, any transferee permitted under this Agreement and any other person who shall be admitted to the Partnership as a Partner in accordance with this Agreement. "Partners" means all such persons. "PARTNERSHIP" means the limited partnership governed by this Agreement. "PARTNERSHIP OPPORTUNITY" means a business or other opportunity which relates to the Partnership's line of business and in which the Partnership has or would have an interest or a reasonable expectancy, which shall specifically include any riverboat or land-based gaming activity. "PERCENTAGE INTEREST" means the percentage for each Partner as set forth in EXHIBIT A, as the same may be adjusted from time to time in accordance with this Agreement. "PROFITS AND LOSSES" and any reference to any item of income, gain, loss or deduction thereof means, for each fiscal year or other period, an amount equal to the 4 Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 702(a) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to the definition of Gross Asset Value hereof, the amount of such adjustment shall be taken into account as an item of income, gain, loss or deduction (as applicable) for purposes of computing Profits or Losses; and (iv) Partnership items of income, gain, loss and deduction that are specially allocated pursuant to SECTION 6.4 hereof shall not be taken into account. "RECAPTURE GAIN" has the meaning set forth in SECTION 6.6(d). "REGULATIONS" means the Income Tax Regulations, including Temporary Regulations, promulgated pursuant to the Code as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "REGULATORY ALLOCATIONS" has the meaning set forth in SECTION 6.4(b). "TAX MATTERS PARTNER" shall have the same meaning as ascribed to such term in Section 6231(a)(7) of the Code and the Regulations. "TRANSFER" means, with respect to any Partner, a sale, conveyance, assignment, pledge, hypothecation, gift, encumbrance or other transfer or disposition of an Interest or any part thereof or any interest therein, or any action or attempt to effect the same. ARTICLE II THE PARTNERSHIP 2.1 FORMATION AND NAME. The parties hereto, intending to share in the profits and losses of the Partnership, hereby establish a limited partnership under the Act for the purposes set forth in this Article II. The name of the Partnership is Indiana Gaming II, L.P. The Partnership shall execute and file all such documents and take all such other actions as may be necessary to register such name in the State of Indiana and any other appropriate jurisdictions, whether state or local. The Partnership may also do business and own assets in or under any other name as the General Partner may determine and the General Partner shall execute, publish and/or file all assumed or fictitious names or other certificates as may be required by law. 5 2.2 PURPOSES. The Partnership is formed for the purpose of investing in, and serving as a partner of Indiana Gaming Company, L.P. 2.3 PARTNERSHIP POWERS. The Partnership shall have all powers permitted by law to a limited partnership, including, without limitation, the power to do any act or thing and enter into any contract incidental to, or necessary, proper or advisable for the accomplishment or attainment of any purpose of the Partnership specified in this Agreement. ARTICLE III PRINCIPAL OFFICE The principal office of the Partnership shall be maintained at c/o Argosy Gaming Company, 219 Piasa Street, Alton, Illinois 62002 or such other location or locations as the General Partner from time to time may select. ARTICLE IV TERM The term of the Partnership commenced on the date on which the Certificate was filed in the office of the Secretary of State of Indiana in accordance with the Act and shall continue until December 31, 2024, unless (a) extended by written agreement of the Partners or (b) earlier terminated pursuant to ARTICLE XV. ARTICLE V CAPITAL CONTRIBUTIONS 5.1 GENERAL PARTNER. The name, address, Capital Contribution and Percentage Interest of the General Partner is set forth on EXHIBIT A attached hereto. 5.2 LIMITED PARTNER. The name, address, Capital Contribution and Percentage Interest of the Limited Partner is set forth on EXHIBIT A attached hereto. 5.3 ADDITIONAL FINANCING. (a) The General Partner shall either (i) make a loan to the Partnership or (ii) cause the Partnership to enter into a borrowing transaction to obtain from a third party, such amount as the General Partner shall determine to be necessary for working capital. (b) If any such financing is provided by the General Partner or an affiliate of the General Partner pursuant to SECTION 5.3(a), the interest rate thereon shall not exceed the lesser of (i) the long-term cost of capital of the General Partner and its parent corporation or (ii) the "prime" rate announced by Wells Fargo Bank, NA, plus three percent (3%). Any such loans shall be repaid with interest prior to any distributions of Cash Flow (any partial payments being applied first to accrued and unpaid interest and then to outstanding principal). 5.4 ADDITIONAL CAPITAL CONTRIBUTIONS. No Partner shall make any additional contribution of capital to the Partnership without the prior written consent of the other Partner. If so approved, the amount of any Partner's additional capital contribution shall be the amount of 6 money and the Gross Asset Value of any other property contributed to the Partnership by the Partner. 5.5 INTEREST. No Partner shall be entitled to receive any interest on such Partner's capital contribution. ARTICLE VI CAPITAL ACCOUNTS; ALLOCATIONS OF INCOME, PROFITS AND LOSSES 6.1 CAPITAL ACCOUNTS. The General Partner shall establish and maintain a Capital Account for each Partner in accordance with the provisions set forth in the definition thereof. The initial balances of the Partners' respective Capital Accounts reflecting the capital contributions made as of the date hereof pursuant to ARTICLE V are set forth on EXHIBIT A attached hereto. 6.2 WITHDRAWAL OF CAPITAL. Except as expressly provided by this Agreement, no Partner shall have the right to withdraw, reduce or demand the return of its capital contribution or to otherwise withdraw any capital, whether cash or property, from the Partnership. 6.3 ALLOCATION OF PROFITS AND LOSSES. (a) Subject to the allocation rules of SECTIONS 6.4, 6.5 and 6.6 hereof, Profits for any Partnership taxable year shall be allocated among the Partners in proportion to their respective Interests; (b) Subject to the allocation rules of SECTIONS 6.4, 6.5 and 6.6 hereof, Losses for any Partnership taxable year shall be allocated among the Partners in proportion to their respective Interests. 6.4 SPECIAL ALLOCATIONS. (a) The provisions of this Agreement relating to the allocations of Profits and Losses are intended to comply with Regulations Section 1.704-1 and 1.704-2. In the event that subsequent events (including, but not limited to, a loan by a Partner to the Partnership) cause the allocations set forth in SECTION 6.3(a) hereof not to be in accordance with the Regulations, then notwithstanding any other provision of this Agreement, the General Partner may make such modifications to this Agreement (including the addition of special allocation provisions specified in Regulations Section 1.704-2) that are necessary to cause such allocations to have substantial economic effect within the meaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in accordance with the Partners' interests in the Partnership under Regulations Section 1.704-1. (b) CURATIVE ALLOCATIONS. The allocations provided for in SECTIONS 6.4(a) above (the "REGULATORY ALLOCATIONS"), may not be consistent with the manner in which the Partners intend to divide Profits, Losses and similar items. In such case, to the extent possible, other items of Partnership income, gain, loss or deduction will be reallocated among the Partners (in the same Fiscal Year, and to the extent necessary, subsequent Fiscal Years) in a manner consistent with Regulations Sections 1.704-1(b) and 1.704-2 so as to prevent the Regulatory Allocations from distorting the manner in which Profits, Losses and other items are intended to 7 be allocated among the Partners pursuant to SECTION 6.3. Any allocations under this SECTION 6.4(b) shall take into account the effect of future Regulatory Allocations which are likely to offset other Regulatory Allocations that are or would be the subject of any allocation under this SECTION 6.4(b), such that the overall allocation of Profits, Losses and items of Partnership income, gain, loss or deduction are allocated in accordance with the way in which the Partnership intends to divide Profits, Losses and similar items. 6.5 ALLOCATIONS IN CASE OF TRANSFERS OR ADMISSIONS. Profits and Losses allocable to any Interest that has been transferred during a Fiscal Year shall be allocated among the persons who are the holders of such Interest during such year in accordance with Code Section 706 using any convention permitted by law and selected by the General Partner. In the event Partners are admitted to the Partnership pursuant to this Agreement on different dates, the Profits or Losses allocated to the Partners for each Fiscal Year during which Partners are so admitted shall be allocated among the Partners in proportion to their respective Percentage Interests during such Fiscal Year in accordance with Code Section 706 using any convention permitted by law and selected by the General Partner. 6.6 TAX ALLOCATIONS. (a) Except as provided otherwise in this ARTICLE VI, all items of Partnership income, gain, loss, deduction and any other allocations not otherwise provided for shall, for tax purposes, be divided among the Partners in the same proportions as they share Profits and Losses, as the case may be, for the Fiscal Year. Allocations pursuant to this SECTION 6.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profits, Losses or other items or distributions pursuant to any provision of this Agreement. (b) In accordance with Code Section 704(c) and the Regulations thereunder, but solely for income tax purposes, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its initial Gross Asset Value, including, but not limited to, special allocations to a contributing Partner that are required under Code Section 704(c) to be made upon distribution of such property to any of the non-contributing Partners. Further, in the event the Gross Asset Value of any Partnership asset is adjusted pursuant to paragraph (b) of the definition of "Gross Asset Value" contained herein, such that "reverse section 704(c) allocations" are required under Regulations section 1.704-3(a)(6), then solely for federal income tax purposes, subsequent allocations of income, gain, loss and deduction with respect to such asset (including income, gain, loss and deduction determined with respect to the alternative minimum tax) shall take account of any variation between the adjusted basis of such asset (including such adjusted basis for alternative minimum tax purposes) and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (c) Any elections or other decisions relating to allocations under this SECTION 6.6, including the selection of any allocation method permitted under Regulations Section 1.704-3, 8 shall be made as approved by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. (d) If any portion of gain recognized from the disposition of property by the Partnership represents the "recapture" of previously allocated deductions by virtue of the application of Code Section 1245 or 1250 ("RECAPTURE GAIN"), such Recapture Gain shall be allocated, solely for income tax purposes in accordance with Regulations Sections 1.1245-1(e)(2) and (3) and 1.1250-1(f). ARTICLE VII ACCOUNTING AND TAX MATTERS 7.1 PARTNERSHIP BOOKS. Proper and complete books of account of the Partnership shall be kept at the Partnership's principal place of business and shall be open to inspection by any Partner at reasonable times during business hours. Without limiting the foregoing, all federal, state and local tax returns of the Partnership shall be open to inspection by either Partner at reasonable times during business hours. 7.2 FISCAL AND TAX YEARS. The Partnership's Fiscal Year and tax year shall end on December 31. 7.3 ACCOUNTING METHOD. The books of the Partnership (both tax and financial) shall be kept on an accrual basis. 7.4 TAX MATTERS PARTNER. The General Partner shall be the Tax Matters Partner. 7.5 TAX ELECTIONS. All elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole discretion. 7.6 TAX RETURNS. The General Partner shall prepare and file, or cause to be prepared and filed, all state and federal tax returns on a timely basis. The General Partner shall be responsible for preparing and filing all federal and state tax returns for the Partnership and furnishing copies thereof to the Partners, together with required Partnership schedules showing allocations of Partnership items of income, gain, loss, deduction and credit for federal income tax purpose, within the period of time prescribed by law. Each Partner must report consistently with such tax returns prepared for the Partnership pursuant to this Agreement. 7.7 PARTNERSHIP CLASSIFICATION. Each Partner acknowledges that this Agreement creates a partnership for federal and state income tax purposes, and hereby agrees not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute. ARTICLE VIII DISTRIBUTIONS 8.1 DETERMINATION OF CASH FLOW. The General Partner shall prepare and deliver to each Partner a statement of Cash Flow at such time as the General Partner shall determine. 9 8.2 AMOUNTS AND TIME OF DISTRIBUTION. Cash Flow shall be distributed by the General Partner to the Partners, pro rata in accordance with their respective Interests, at such time and in such amounts as the General Partner shall determine. ARTICLE IX MANAGEMENT OF THE PARTNERSHIP 9.1 MANAGEMENT. Subject to any express limitations contained in this Agreement, the Partnership shall be managed exclusively by the General Partner and the General Partner shall be responsible for the management of the Partnership's business and shall have full, exclusive and complete power and discretion, without the need for consent or approval of any other Partner, to make all decisions and to do all things which it deems necessary or desirable on behalf of the Partnership, including all the powers permitted to a General Partner under the Act. 9.2 LIMITATION ON POWERS. No Partner shall: (a) use the Partnership name or assets in any way except for the transaction of legitimate Partnership business or do any act in contravention of this Agreement; or (b) do any act which would make it impossible to carry on the business of the Partnership. 9.3 NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS. Except as otherwise specifically provided in this Agreement, no Limited Partner shall participate in the control or management of the business of the Partnership nor act for and on behalf of the Partnership in any manner whatsoever. 9.4 EMPLOYEES AND OFFICERS. The Partnership shall have such agents and employees as the General Partner may deem appropriate and such employees may be designated by the General Partner as officers of the Partnership. Any management employee or any officer of the Partnership may be and remain an employee of the General Partner or an Affiliate of the General Partner. In such event, the General Partner or its Affiliate shall be responsible for all compensation and benefits ("EMPLOYEE COSTS") of such employee or officer, except that the Partnership shall reimburse the General Partner or its Affiliate a percentage of such Employee Costs determined by the General Partner in good faith. Such percentage is intended to represent the estimated percentage of the applicable employees' time which is devoted to services for the Partnership. The General Partner may fill any employee or officer vacancy or remove any employees or officers of the Partnership with or without cause. 9.5 AUTHORITY OF THE GENERAL PARTNER. Except for such matters which by this Agreement specifically require approval by the Limited Partner, the General Partner shall manage the business and affairs of the Partnership and shall have the exclusive power and authority to make any and all decisions and to take any and all actions which the General Partner deems necessary or desirable to conduct the business of the Partnership. The General Partner shall have all powers, statutory or otherwise, possessed by or permitted to a general partner under the laws of the State of Indiana. 10 ARTICLE X LIMITATION OF LIABILITY; INDEMNIFICATION 10.1 EXONERATION. The General Partner shall not have any liability to the Partnership or any Partner for any loss, damage, cost or expense, including, without limitation, any special, indirect, consequential or punitive damages of the Partnership or any Partner arising or allegedly arising out of the General Partner's management of the Partnership or the General Partner's acts or omissions in connection with its management of the Partnership; provided that this provision shall not apply if such loss, damage, cost or expense arises out of (i) an act of fraud, embezzlement or other serious criminal activity by the General Partner or (ii) willful misconduct by the General Partner. 10.2 INDEMNIFICATION. The Partnership shall indemnify, and shall hold the General Partner and each of its officers, employees or Affiliates harmless against, to the full extent permitted by law, any loss, damage, cost or expense (including court costs and reasonable attorneys' fees) which the General Partner or any such officer, employee or Affiliate may sustain or incur by reason of any claim, demand, suit or recovery by any person or Entity (other than such Partner, officer, employee or an Affiliate of such Partner) arising or allegedly arising out of the business of the Partnership and, in the case of the General Partner, including the General Partner's management of the Partnership or the General Partner's acts or omissions in connection with its management of the Partnership and actions taken by the General Partner as Tax Matters Partner; provided that the General Partner or such officer, employee or Affiliate of the General Partner shall not be entitled to indemnification hereunder if such loss, damage, cost or expense arises out of (i) an act of fraud, embezzlement or serious criminal activity by the party seeking indemnification or (ii) willful misconduct by the party seeking indemnification. 10.3 LEGAL EXPENSES. Expenses incurred by the General Partner or any of its Affiliates in defending any action, suit or proceeding of the nature described in SECTION 10.2 hereof shall be paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the General Partner or such Affiliate to repay such amount if it shall ultimately be determined that such Partner or such Affiliate is not entitled to be indemnified by the Partnership as authorized in SECTION 10.2 hereof. ARTICLE XI REIMBURSEMENT OF GENERAL PARTNER 11.1 COMPENSATION AND EXPENSE REIMBURSEMENT OF PARTNERS. (a) No payment will be required by the Partnership for the services of the General Partner, any other Partner or any member, employee, agent or partner of any Partner or an Affiliate thereof. (b) The General Partner and its Affiliates shall be reimbursed by the Partnership for (i) the reasonable out-of-pocket expenses directly related to the Partnership's business and incurred by the General Partner or its Affiliate on behalf of, and reasonably allocable to, the Partnership, including any legal, accounting, travel and other similar expenses reasonably incurred by the General Partner or its Affiliates in connection with the operation of 11 the business of the Partnership, (ii) Employee Costs, as provided in SECTION 9.4 hereof, and (iii) services provided by the General Partner and its Affiliates to the Partnership in the operation of its business. Such services which may be provided by the General Partner and its Affiliates pursuant to this SECTION 11.1(b) shall include, but not be limited to, accounting services, management information services, security services and public relation services. (c) Any reimbursement or other consideration to be paid by the Partnership to the General Partner pursuant to the terms of this Agreement shall not be in lieu of, and the Partnership shall be directly liable for, expenses incurred by the Partnership, or by the General Partner on behalf of the Partnership, for services rendered to the Partnership by unaffiliated third parties. Any such reimbursement or other consideration shall be at the General Partner's or such Affiliate's cost, without markup, and shall not include any allocation of overhead or profit. ARTICLE XII RESTRICTIONS ON TRANSFERS OF INTERESTS No Partner may Transfer all or any portion of its rights or Interest in the Partnership or withdraw or retire from the Partnership without the consent of the other Partner and any such attempted Transfer, withdrawal or retirement without the consent of the other Partner shall be null and void. ARTICLE XIII NO WITHDRAWAL OR PARTITION BY A PARTNER Each Partner agrees (a) to be bound by the terms, conditions and provisions of this Agreement; (b) not to withdraw as a Partner until the end of the term of the Partnership (except in connection with a Transfer permitted under this Agreement); and (c) not to take any action or fail to take any action that would cause dissolution or termination of the Partnership except as permitted pursuant to SECTION 15.1. ARTICLE XIV DISSOLUTION 14.1 DISSOLUTION. Upon the occurrence of any of the following events, the Partnership shall be dissolved and the business of the Partnership shall be wound up in accordance with the provisions of ARTICLE XV ("LIQUIDATING EVENTS"): (a) Unanimous decision of all Partners to dissolve the Partnership; (b) December 31, 2024 (except as such date may be extended under this Agreement); (c) The happening of any other event that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or (d) The Bankruptcy, Insolvency or the Dissolution or Termination of the General Partner. 12 The Partners hereby agree that, notwithstanding any provision of the Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Furthermore, if an event specified in Section 14.1(d) hereof occurs, the remaining Partners may, within ninety (90) days of the date such event occurs, unanimously vote to elect a successor General Partner and continue the Partnership business, in which case the Partnership shall not dissolve and the occurrence of the event under Section 14.1(d) shall not be deemed a Liquidating Event. The Partners further agree that in the event the Partnership is dissolved prior to a Liquidating Event, the Partnership may be continued upon the unanimous vote of the existing Partners at such time to so continue the Partnership, provided such vote occurs within thirty (30) days of the event triggering such dissolution. ARTICLE XV LIQUIDATION AND DISTRIBUTION 15.1 LIQUIDATING PARTNER. Upon dissolution of the Partnership pursuant to a Liquidating Event, the General Partner shall be, or there is no General Partner, then such person as shall be designated by the Limited Partner shall be, the liquidating Partner (the "LIQUIDATING PARTNER"). 15.2 WINDING UP. The Liquidating Partner shall cause the Partnership to cease to engage in further business, except to the extent necessary to perform existing contracts, and shall wind up the affairs of the Partnership and liquidate its assets. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Partners to minimize the losses normally attendant on a liquidation. During the course of liquidation, the provisions of this Agreement shall continue to bind the Partners and apply to the activities of the Partnership, except as expressly provided herein to the contrary. 15.3 DISTRIBUTION FOLLOWING LIQUIDATION. Upon the completion of winding up and liquidation of the Partnership pursuant to SECTION 15.2 above, the Liquidating Partner shall distribute the proceeds of the Partnership in the following order of priority: (a) To the payment of all debts and liabilities of the Partnership other than: (i) loans or advances that may have been made by any Partner to the Partnership; and (ii) debts secured by liens on property sold pursuant to the liquidation subject thereto; provided that neither the Partnership nor any of the Partners is personally liable on, or is released from liability on, such debts; (b) To the payment of all expenses of liquidation; (c) To the setting up of any reserves which the Liquidating Partner may deem necessary for any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. Said reserves may be paid over by the Liquidating Partner to a bank or trust company acceptable to the Liquidating Partner to be held by it for the purpose of disbursing such reserves in payment of any of the aforementioned 13 liabilities or obligations and, at the expiration of such period as the Liquidating Partner shall deem advisable, distributing the balance, if any, thereafter remaining, in the manner hereinafter provided; (d) To the repayment of any loans that may have been made by the Partners to the Partnership, in accordance with the order of priority established in any applicable Debt Documents or, if no priority is established, then pro rata, in accordance with the amounts outstanding thereunder; and (e) The balance, if any, to the Partners, in accordance with their respective positive Capital Accounts, after giving effect to Capital Account adjustments for the taxable year in which the Liquidating Event occurs (other than those from the liquidating distribution made pursuant to SECTION 15.3(e), but including all Capital Contributions made to restore a deficit Capital Account.) ARTICLE XVI NO PARTNERSHIP OPPORTUNITY AND AFFILIATE TRANSACTIONS 16.1 OTHER BUSINESS; PARTNERSHIP OPPORTUNITY. (a) No business opportunities other than those actually exploited by the Partnership pursuant to SECTION 2.3 shall be deemed the property of the Partnership and any Partner or its Affiliates may engage in or possess an interest in any other business venture, independently or with others, of any nature or description; and neither the other Partners nor the Partnership shall have any rights by virtue of this Agreement in and to such other business ventures or to the income or profits derived therefrom. (b) No Partner or any Affiliate of a Partner shall have any duty to communicate or offer to the Partnership or to any Partner or Affiliate of a Partner any Partnership Opportunity, and no Partner or Affiliate of a Partner shall be liable to the Partnership for breach of any fiduciary duty or duty of loyalty to the Partnership or its Partners by reason of the fact that it pursues or acquires a Partnership Opportunity for itself or directs a Partnership Opportunity to another person or entity. 16.2 AFFILIATE TRANSACTIONS. The parties hereto acknowledge and agree that in the course of the General Partner performing its services as General Partner hereunder, the General Partner and its Affiliates may from time to time engage in transactions with the Partnership. The General Partner agrees that it shall act in good faith with respect to such transactions and the terms of such transactions shall be fair and equitable. In determining whether a particular transaction with the Partnership is in accordance with the terms of this paragraph, all aspects of such transaction and all facts and circumstances surrounding such transaction taken together (and if such transaction is one of a series of related transactions, including transactions pursuant to any pre-established contract or arrangement, then all of such related transactions, and the terms of such contract or arrangement) shall be taken into account. 14 ARTICLE XVII MISCELLANEOUS 17.1 GOVERNING LAW. This Agreement shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of Indiana except with respect to matters of law concerning the internal affairs of any corporation, partnership or other entity which is a party to or the subject of this Agreement and as to those matters the law of the jurisdiction of incorporation or formation of such entity shall govern. 17.2 EVENTS OF FORCE MAJEURE. Any Partner whose performance under this Agreement is prevented by an Event of Force Majeure shall give prompt notice of the Event of Force Majeure to the other Partner and shall thereafter use its best efforts to minimize the duration and consequences of, and to eliminate, any such Event of Force Majeure. No Partner shall have any liability to the Partnership or any Partner for a breach of this Agreement resulting from an Event of Force Majeure. 17.3 TITLE TO ASSETS; PARTITION. No real or other property of the Partnership shall be deemed owned by any Partner individually, but shall be owned by and title shall be vested solely in the Partnership. The Interest of each Partner shall constitute personal property. Each Partner hereby irrevocably waives, for the term of the Partnership, any and all right it may have to maintain an action for partition with respect to its undivided interest in the property or assets (real or personal) of the Partnership or to compel the sale thereof under any statute, common law or other means not provided for in this Agreement. 17.4 HEADINGS. The table of contents and the headings of the several sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 17.5 ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement, together with all exhibits hereto and thereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no other agreements among the parties in connection with the subject matter hereof except as specifically set forth herein or contemplated hereby. Any supplement, modification or waiver of this Agreement shall be in writing and agreed to by all Partners. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 17.6 REMEDIES. The parties hereto acknowledge that the rights granted hereunder are unique and that irreparable damage would result if this Agreement is not specifically enforced and that, therefore, the rights and obligations of the parties under this Agreement may be enforced by a decree of specific enforcement issued by a court of competent jurisdiction and appropriate equitable relief may be applied for and granted in connection therewith. Such remedies shall, however, not be exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise. 15 17.7 FURTHER ASSURANCES. Each of the parties hereto shall, at any time and from time to time after becoming a Partner, upon request of the other parties, take such further action and execute, acknowledge and deliver all such instruments of further assurance as may be necessary to carry out the provisions of this Agreement. 17.8 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 17.9 NOTICES. (a) All notices required or permitted to be given hereunder shall be given by registered mail, in person (in writing), by telecopy or by telex and addressed as follows: To IGC: The Indiana Gaming Company c/o Argosy Gaming Company 219 Piasa Street Alton, Illinois 62002 Attention: Chief Executive Officer or Chief Financial Officer to Indiana Holding: Indiana Gaming Holding Company c/o Argosy Gaming Company 219 Piasa Street Alton, Illinois 62002 Attention: Chief Executive Officer or Chief Financial Officer (b) Either Partner may from time to time change its address for the purpose of notices to that Partner by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the Partner sought to be charged with its contents. (c) All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section if delivered personally or by air courier, shall be effective upon delivery; and, if delivered by mail, shall be effective upon deposit in the United States mail, postage prepaid. 17.10 NO THIRD-PARTY BENEFICIARY. This Agreement is being entered into solely for the benefit of the parties hereto, and the parties do not intend that any other person shall be a third-party beneficiary of the representations, warranties, agreements or covenants made by any Partner contained in this Agreement. 17.11 SEVERABILITY. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held invalid or 16 unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision of this Agreement or any other such instrument. 17.12 SUCCESSORS AND ASSIGNS. Subject to the restrictions on transfer and assignment herein contained, the terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the respective Partners. [SIGNATURE PAGE TO FOLLOW] 17 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. INDIANA GAMING HOLDING COMPANY, the General Partner By: /s/ Dale R. Black --------------------------------- Title: Treasurer -------------------------------- THE INDIANA GAMING COMPANY, the Limited Partner By: /s/ Dale R. Black --------------------------------- Title: Treasurer -------------------------------- EXHIBIT A CAPITAL CONTRIBUTIONS AND INTERESTS

EX-3.22 4 a2044308zex-3_22.txt CERTIFICATE OF INCORPORATION Exhibit 3.22 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF INCORPORATION of INDIANA GAMING HOLDING COMPANY I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law. NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, January 26, 2001. I Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, January 26, 2001. [SEAL] /s/ Sue Anne Gilroy ----------------------------------------- SUE ANNE GILROY SECRETARY OF STATE ------------------------------- APPROVED SUE ANNE GILROY ARTICLES OF INCORPORATION AND SECRETARY OF STATE [SEAL] State Form 4159 (R10/6-95) FILED CORPORATIONS DIVISION Approved by State Board of Accounts 1995 IND. SECRETARY OF STATE 302 W. Washington St., RM. E018 Indianapolis, IN 46204 Telephone: (917) 232-6576 ------------------------------- INSTRUCTIONS: Use 8 1/2" x 11" white paper for inserts. Indiana Code 23-1-21-2 Present original and two (2) copies to address in upper right corner of this form. FILING FEE: $90.00 please TYPE or PRINT. Upon completion of filing, the secretary of state will issue a receipt. - ----------------------------------------------------------------------------------------------------------------------------------- ARTICLES OF INCORPORATION - ----------------------------------------------------------------------------------------------------------------------------------- The undersigned, desiring to form a corporation (HEREINAFTER REFERRED TO AS "CORPORATION") pursuant to the provision of: /X/ Indiana Business Corporation Law / / Indiana Professional Corporation Act 1983, Indiana Code 23-1.5-1-1, ET SEQ. (PROFESSIONAL CORPORATIONS MUST INCLUDE As amended, executes the following Articles of Incorporation: CERTIFICATE OF REGISTRATION.) - ----------------------------------------------------------------------------------------------------------------------------------- ARTICLE I - NAME AND PRINCIPAL OFFICE - ----------------------------------------------------------------------------------------------------------------------------------- Name of Corporation (THE NAME MUST INCLUDE THE WORD "CORPORATION", "INCORPORATED", "LIMITED", "COMPANY" OR AN ABBREVIATION THEREOF.) Indiana Gaming Holding Company - ----------------------------------------------------------------------------------------------------------------------------------- Principal Office: The address of the principal office of the Corporation is: - ----------------------------------------------------------------------------------------------------------------------------------- Post office address City State ZIP code c/o Argosy Gaming Company, 219 Piasa Street Alton IL 62002 - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- ARTICLE II - REGISTERED OFFICE AND AGENT - ----------------------------------------------------------------------------------------------------------------------------------- Registered Agent: The name and street address of the Corporation's Registered Agent and Registered Office for service of process are: - ----------------------------------------------------------------------------------------------------------------------------------- Name of Registered Agent C T Corporation System - ----------------------------------------------------------------------------------------------------------------------------------- Address of Registered Office (STREET OR BUILDING) City ZIP code 36 S. Pennsylvania Street, Suite 700, Indianapolis Indiana 46204 - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- ARTICLE III - AUTHORIZED SHARES - ----------------------------------------------------------------------------------------------------------------------------------- Number of shares the Corporation is authorized to issue: 1,000 shares of common stock, $.01 par value per share ------------------------------------------------------------- IF THERE IS MORE THAN ONE CLASS OF SHARES, SHARES WITH RIGHTS AND PREFERENCES, LIST SUCH INFORMATION AS "EXHIBIT A" - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- ARTICLE IV - INCORPORATORS (THE NAME(S) AND ADDRESS(ES) OF THE INCORPORATORS OF THE CORPORATION) - ----------------------------------------------------------------------------------------------------------------------------------- NAME NUMBER AND STREET CITY STATE ZIP CODE OR BUILDING - ----------------------------------------------------------------------------------------------------------------------------------- Katherine L. Harenza 35 W. Wacker Drive Chicago IL 60601 - ----------------------------------------------------------------------------------------------------------------------------------- In Witness Whereof, the undersigned being all the incorporators of said Corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true, this 25th day of January, 2001 -------- ------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------------- Signature /s/ Katherine L. Harenza Printed name Katherine L. Harenza - ----------------------------------------------------------------------------------------------------------------------------------- This instrument was prepared by: (NAME) Katherine L. Harenza - ----------------------------------------------------------------------------------------------------------------------------------- Address (NUMBER, STREET, CITY AND STATE) ZIP code 35 W. Wacker Drive, Chicago, IL 60601 - -----------------------------------------------------------------------------------------------------------------------------------

EX-3.23 5 a2044308zex-3_23.txt BYLAWS OF INDIANA GAMING Exhibit 3.23 BY-LAWS OF INDIANA GAMING HOLDING COMPANY, AN INDIANA CORPORATION ARTICLE I OFFICES Section 1. REGISTERED OFFICE AND AGENT. The corporation shall continuously maintain in the State of Indiana a registered office and a registered agent whose business office is identical with such registered office. ARTICLE II SHAREHOLDERS Section 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held on such date as the Board of Directors may fix, for the purpose of electing directors and transacting such other business as may come before the meeting. Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called either by the president, by the board of directors or by the holders of not less than one-fourth of all the outstanding shares of the corporation entitled to vote thereon, for the purpose or purposes stated in the call of the meeting. Section 3. TIME AND PLACE OF MEETING. All meetings of the shareholders for the election of directors or for any other purpose shall be held at such time and place, in or out of the State of Indiana as shall be designated by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal business office of the corporation. Section 4. NOTICE OF MEETINGS. Written notice stating 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, shall be delivered not less than 10 or more than 60 days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 or more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, 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. Section 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders shall apply to any adjournment of the meeting. Section 6. QUORUM. The holders of a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders, unless otherwise provided in the articles of incorporation, but in no event shall a quorum consist of less than one-third of the outstanding shares entitled so to vote; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Indiana Business Corporation Law, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting. Section 7. PROXIES. Each shareholder so entitled to vote or act may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed, but no such proxy shall he valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Section 8. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of shareholders, and in all elections for directors, every shareholder shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors to he elected. Each shareholder may vote either in person or by proxy as provided in Section 7 hereof. Section 9. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (a) if 5 days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter hereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter hereof. Section 10. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. ARTICLE III DIRECTORS Section 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by or under the direction of its board of directors. Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be determined from time to time by resolution of the Board of Directors. Initially the number of directors shall be one until changed by resolution of the Board of Directors. Each director shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article and shall hold office until his successor shall have been elected and qualified. Directors need not be shareholders. Section 3. VACANCIES. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office though less than a quorum, and each director so chosen shall hold office until his successor is elected and qualified or until his earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by law. Section 4. PLACE OF MEETINGS. The board of directors may hold meetings, both regular and special, either in or out of the State of Indiana. Section 5. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution. Section 6. SPECIAL MEETINGS. Special meetings of the board of directors may be called by the president. Special meetings may be called by the secretary on the written request of any director. No notice of special meetings need be given. Section 7. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice. Section 8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation. Section 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, by a majority of shareholders if the notice of the meeting names the director or Section 10. ATTENDANCE BY CONFERENCE TELEPHONE. Members of the board of directors or any committee of the board may participate in and act at any meeting of the board or committee through use of the conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes. Section 11. INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote. Section 12. COMPENSATION. The board of directors shall have the authority to fix the compensation of directors, which may include their expenses, if any, of attendance at each meeting of the board of directors or of a committee. Section 13. COMMITTEES. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent. ARTICLE IV OFFICERS Section 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person. The vice chairman need not be a member of the board of directors. Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. 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. Election or appointment of an officer shall not of itself create contract rights. Section 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. PRESIDENT. The President shall be the principal executive officer of the Corporation. The President shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, he may (without previous authorization by the board of directors) execute such contracts and other instruments as the conduct of the corporation's business in its ordinary course requires, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors. Section 5. VICE-PRESIDENTS. The vice-president (or, in the event there be more than one vice-president, each of the vice-presidents) shall perform such duties and have such other powers as may from time to time be prescribed by the president or by the board of directors. Section 6. TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine. Section 7. SECRETARY. The secretary shall: (a) record the minutes of the shareholders' and of the board of directors' 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 by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (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, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have general charge of the stock transfer books of the corporation; (g) have authority to certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof; and (h) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Section 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. Section 9. COMPENSATION. The compensation of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a director of the corporation. ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. CONTRACTS. The board of directors 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 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 of directors. Such authority may be general or confined to specific instances. Section 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 of directors. Section 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 of directors may select. ARTICLE VI SHARES AND THEIR TRANSFER Section 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. Shares either shall be represented by certificates or shall be uncertificated shares. Certificates representing shares of the corporation shall be signed by the president or a vice president or by such officer as shall be designated by resolution of the board of directors and by the secretary or an assistant secretary. If a certificate is countersigned by a transfer agent or registrar, other than the corporation or its employee, any other signatures may be facsimile. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, that the corporation is organized under Indiana law and the par value or a statement that the shares and without par value. If the corporation is authorized and does issue shares of more than one class or of series within a class, the certificate shall also contain such information or statement as may be required by law. Unless prohibited by the articles of incorporation, the board of directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner thereof a written notice of all information that would appear on a certificate. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series. The name and address of each shareholder, the number and class of shares held and the date on which the certificates for the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. Section 2. LOST CERTIFICATES. If a certificate representing shares has allegedly been lost or destroyed the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose. Section 3. TRANSFER OF SHARES. Transfer of shares of the corporation shall be recorded on the books of the corporation. Transfer of shares represented by a certificate, except in the case of a lost or destroyed certificate, shall be made on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective. Transfer of an uncertificated share shall be made on receipt by the corporation of an instruction from the registered owner or other appropriate person. The instruction shall be in writing or a communication in such form as may be agreed upon in writing by the corporation. ARTICLE VII GENERAL PROVISIONS Section 1. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the board of directors. Section 2. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Indiana." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory. Section 3. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of the Indiana Business Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given. ARTICLE VIII INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS Section 1. 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 such person is or was a director, officer, employee or agent of the corporation, or who 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 such person in connection with such action, suit or proceeding, if such person 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 or her conduct was 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 or she reasonably believed to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his conduct was unlawful. Section 2. 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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person 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 such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and 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 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 the court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 hereof, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Section 4. Any indemnification under Sections 1 and 2 hereof (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 the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (a) 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 (b) 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 (c) by the shareholders. Section 5. 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 such action, suit or proceeding, as authorized by the board of directors 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 determined that he or she is entitled to be indemnified by the corporation as authorized in this article. Section 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her 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 a person. Section 7. The corporation shall have power 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 such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections. Section 8. If the corporation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. Section 9. For purposes of this Section, references to "the corporation" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging 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 surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued. Section 10. 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 any 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. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the corporation" as referred to in this Section. ARTICLE IX AMENDMENTS Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the board of directors, but no bylaw adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. EX-4.4 6 a2044308zex-4_4.txt SECOND SUPPLEMENTAL INDENTURE EXHIBIT 4.4 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this "Supplemental Indenture"), dated as of March 2, 2001, among Belle of Sioux City, L.P., an Iowa limited partnership, Indiana Gaming II, L.P., an Indiana limited partnership and Indiana Gaming Holding Company, an Indiana corporation (the "Guaranteeing Subsidiaries"), Argosy Gaming Company, a Delaware corporation (the "Company"), Argosy of Iowa, an Iowa corporation, Centroplex Centre Convention Hotel, L.L.C., a Louisiana limited liability company, Alton Gaming Company, an Illinois corporation, Argosy of Louisiana, Inc., a Louisiana corporation, Catfish Queen Partnership in Commendam, a Louisiana partnership, The Indiana Gaming Company, an Indiana corporation, Iowa Gaming Company, an Iowa corporation, Jazz Enterprises, Inc., a Louisiana corporation and The Missouri Gaming Company, a Missouri corporation (collectively, the "Subsidiary Guarantors") and Bank One Trust Company, NA, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of June 8, 1999 as supplemented by a First Supplemental Indenture, dated as of February 8, 2001 (the "Indenture") providing for the issuance of an initial principal amount of $350,000,000 of 10 3/4% Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Subsidiary Guarantee"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Agreement to Guarantee. Each of the Guaranteeing Subsidiaries hereby agrees as follows: (a) Along with all Subsidiary Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. (d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Subsidiary Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The Guaranteeing Subsidiaries shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in 2 the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. (h) The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance. (j) Pursuant to Section 11.02 of the Indenture, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee pursuant to Article II of the Indenture shall be junior and subordinated to the Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Notes are junior and subordinated to the Senior Indebtedness of the Company. 3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 4. Guaranteeing Subsidiaries May Consolidate, Etc. on Certain Terms. (a) The Guaranteeing Subsidiaries may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless: (i) subject to Sections 11.05 and 11.06 of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered 3 to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor. 5. Releases. (a) In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.15 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.15 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under the Indenture as provided in Article 11 of the Indenture. 6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for 4 any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. (Signature Page Follows) 5 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: March 2, 2001 BELLE OF SIOUX CITY, L.P. By: IOWA GAMING COMPANY its General Partner By: /s/ Dale R. Black --------------------------------- Dale R. Black Treasurer INDIANA GAMING II, L.P. By: INDIANA GAMING HOLDING COMPANY its General Partner By: /s/ Dale R. Black --------------------------------- Dale R. Black Treasurer INDIANA GAMING HOLDING COMPANY By: /s/ Dale R. Black --------------------------------- Dale R. Black Treasurer S-1 ARGOSY GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Senior Vice President and Chief Financial Officer ARGOSY OF IOWA, INC. By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. By: Arogsy Gaming Company its Sole Member By: /s/ Dale R. Black ------------------------------ Dale R. Black Senior Vice President and Chief Financial Officer ALTON GAMING COMPANY By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer ARGOSY OF LOUISIANA, INC. By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer S-2 CATFISH QUEEN PARTNERSHIP IN COMMENDAM By: ARGOSY OF LOUISIANA, INC. its General Partner By: /s/ Dale R. Black ---------------------------------- Dale R. Black Treasurer THE INDIANA GAMING COMPANY By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer IOWA GAMING COMPANY By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer JAZZ ENTERPRISES, INC. By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer THE MISSOURI GAMING COMPANY By: /s/ Dale R. Black ------------------------------------- Dale R. Black Treasurer BANK ONE TRUST COMPANY, NA as Trustee By: /s/ David Knox ------------------------------------- Authorized Signator S-3 EX-4.5 7 a2044308zex-4_5.txt THIRD SUPPLEMENTAL INDENTURE EXHIBIT 4.5 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of March 12, 2001, among Indiana Gaming Company, L.P. (the "Guaranteeing Subsidiary"), Argosy Gaming Company, a Delaware corporation (the "Company"), Argosy of Iowa, an Iowa corporation, Centroplex Centre Convention Hotel, L.L.C., a Louisiana limited liability company, Alton Gaming Company, an Illinois corporation, Argosy of Louisiana, Inc., a Louisiana corporation, Catfish Queen Partnership in Commendam, a Louisiana partnership, The Indiana Gaming Company, an Indiana corporation, Iowa Gaming Company, an Iowa corporation, Jazz Enterprises, Inc., a Louisiana corporation and The Missouri Gaming Company, a Missouri corporation, Belle of Sioux City, L.P., an Iowa limited partnership, Indiana Gaming II, L.P., an Indiana limited partnership and Indiana Gaming Holding Company, an Indiana corporation (collectively, the "Subsidiary Guarantors") and Bank One Trust Company, NA, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of June 8, 1999 as supplemented by a First Supplemental Indenture, dated as of February 8, 2001, as further supplemented by a Second Supplemental Indenture, dated as of March 12, 2001 (the "Indenture") providing for the issuance of an initial principal amount of $350,000,000 of 10 3/4% Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Subsidiary Guarantee"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all Subsidiary Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. (d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Subsidiary Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in 2 the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. (h) The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance. (j) Pursuant to Section 11.02 of the Indenture, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee pursuant to Article II of the Indenture shall be junior and subordinated to the Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Notes are junior and subordinated to the Senior Indebtedness of the Company. 3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. (a) The Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless: (i) subject to Sections 11.05 and 11.06 of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered 3 to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor. 5. RELEASES. (a) In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.15 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.15 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under the Indenture as provided in Article 11 of the Indenture. 6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for 4 any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. (SIGNATURE PAGE FOLLOWS) 5 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: March 12, 2001 INDIANA GAMING COMPANY, L.P. By: THE INDIANA GAMING COMPANY its General Partner By: /s/ Dale R. Black --------------------------------- Dale R. Black Treasurer ARGOSY GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Senior Vice President and Chief Financial Officer ARGOSY OF IOWA, INC. By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. By: Arogsy Gaming Company its Sole Member By: /s/ Dale R. Black ---------------------------------- Dale R. Black Senior Vice President and Chief Financial Officer ALTON GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer S-1 ARGOSY OF LOUISIANA, INC. By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer CATFISH QUEEN PARTNERSHIP IN COMMENDAM By: ARGOSY OF LOUISIANA, INC. its General Partner By: /s/ Dale R. Black --------------------------------- Dale R. Black Treasurer THE INDIANA GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer IOWA GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer JAZZ ENTERPRISES, INC. By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer THE MISSOURI GAMING COMPANY By: /s/ Dale R. Black -------------------------------------- Dale R. Black Treasurer S-2 BELLE OF SIOUX CITY, L.P. By: IOWA GAMING COMPANY its General Partner By: /s/ Dale R. Black ---------------------------------- Dale R. Black Treasurer INDIANA GAMING II, L.P. By: INDIANA GAMING HOLDING COMPANY its General Partner By: /s/ Dale R. Black ---------------------------------- Dale R. Black Treasurer INDIANA GAMING HOLDING COMPANY By: /s/ Dale R. Black ---------------------------------- Dale R. Black Treasurer BANK ONE TRUST COMPANY, NA as Trustee By: /s/ David Knox ------------------------------------- Authorized Signator S-3 EX-4.6 8 a2044308zex-4_6.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.6 - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated February 8, 2001 among ARGOSY GAMING COMPANY ALTON GAMING COMPANY ARGOSY OF IOWA, INC. ARGOSY OF LOUISIANA, INC. CATFISH PARTNERSHIP IN COMMENDAM CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. THE INDIANA GAMING COMPANY IOWA GAMING COMPANY JAZZ ENTERPRISES, INC. THE MISSOURI GAMING COMPANY and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC WELLS FARGO BROKERAGE SERVICES, LLC - -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into February 8, 2001, between Argosy Gaming Company, a Delaware corporation (the "Company"), Alton Gaming Company, an Illinois corporation, ARGOSY OF IOWA, INC., an Iowa corporation, Argosy of Louisiana, Inc., a Louisiana corporation, Catfish Partnership in Commendam, a Louisiana limited partnership, CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C., a Louisiana limited liability company, The Indiana Gaming Company, an Indiana corporation, Iowa Gaming Company, an Iowa corporation, Jazz Enterprises, Inc., a Louisiana corporation and The Missouri Gaming Company, a Missouri corporation, as guarantors (the "Subsidiary Guarantors"), and MORGAN STANLEY & CO. INCORPORATED, BANC OF AMERICA SECURITIES LLC and WELLS FARGO BROKERAGE SERVICES, LLC, as placement agents (the "Placement Agents"). This Agreement is made pursuant to the Placement Agreement dated February 1, 2001, between the Company, the Subsidiary Guarantors (except Argosy of Iowa and Centroplex Centre Convention Hotel, L.L.C.) and the Placement Agents (the "Placement Agreement"), which provides for the sale by the Company to the Placement Agents of an additional $150,000,000 (the "New Securities") aggregate principal amount of the Company's outstanding 10 3/4% Senior Subordinated Notes Due 2009 (the " Outstanding Securities" and together with the New Securities, the "Securities"). In order to induce the Placement Agents to enter into the Placement Agreement, the Company has agreed to provide to the Placement Agents 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 Placement 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 1934, as amended from time to time. "CLOSING DATE" shall mean the Closing Date as defined in the Placement Agreement. "COMPANY" shall have the meaning set forth in the preamble and shall also include the Company's successors. "EXCHANGE DATES" shall have the meaning set forth in Section 2(a)(ii) hereof. "EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) 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, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "EXCHANGE SECURITIES" shall mean securities issued by the Company under the Indenture containing terms identical to the New Securities, (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from February 8, 2001 and (ii) the Exchange Securities will not contain restrictions on transfer and to be offered to Holders of Registrable Securities in exchange for New Securities pursuant to the Exchange Offer. "HOLDER" shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; PROVIDED that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)). "INDENTURE" shall mean the Indenture relating to the Securities dated as of June 8, 1999 among the Company, the Subsidiary Guarantors and Bank One Trust Company, NA, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; PROVIDED that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. "PERSON" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "PLACEMENT AGENTS" shall have the meaning set forth in the preamble. "PLACEMENT AGREEMENT" shall have the meaning set forth in the preamble. 2 "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 a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. "REGISTRABLE SECURITIES" shall mean the New Securities; PROVIDED, HOWEVER, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding. "REGISTRATION EXPENSES" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any 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 rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Placement Agents) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "REGISTRATION STATEMENT" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities 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. 3 "SHELF REGISTRATION" shall mean a registration effected pursuant to Section 2(b) hereof. "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) 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. "SUBSIDIARY GUARANTORS" shall have the meaning set forth in the preamble. "TRUSTEE" shall mean the trustee with respect to the Securities under the Indenture. "UNDERWRITER" shall have the meaning set forth in Section 3 hereof. "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 2. REGISTRATION UNDER THE 1933 ACT. (a) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and the Subsidiary Guarantors shall use their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company and the Subsidiary Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Subsidiary Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use their best efforts to have the Exchange Offer consummated not later than 60 days after such effective date; PROVIDED, HOWEVER, the Company and the Subsidiary Guarantors shall not commence an Exchange Offer prior to June 2, 2001. The Company shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement; 4 (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice prior to the close of business on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged. As soon as practicable after the last Exchange Date, the Company shall: (i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. The Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Placement Agents of the names and addresses of the Holders to whom the Exchange Offer is made, and the Placement Agents shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated by August 8, 2001 or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Placement Agents a Registration Statement must be filed and a Prospectus must be delivered by the Placement Agents in connection with any offering or sale of Registrable Securities, the Company shall use its best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf Registration Statement declared effective by the SEC. In the event the Company is required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an 5 Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Placement Agents after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) 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 Registrable Securities pursuant to 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 be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In the event that either the Exchange Offer is not consummated or the Shelf Registration Statement, if required hereby, is not declared effective on or prior to August 8, 2001, the interest rate on the New Securities will be increased by 0.5% per annum until the Exchange Offer is consummated or the Shelf Registration Statement, if required hereby, is declared effective by the SEC. (e) Without limiting the remedies available to the Placement Agents and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Placement Agents or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Placement Agents or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. 6 3. REGISTRATION PROCEDURES. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible: (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary 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 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Placement Agents, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, 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, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; (d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; 7 (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for such Holders and counsel for the Placement Agents promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for 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) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company 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 or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event 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 and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its best efforts to prepare and file with the SEC a supplement or post-effective amendment to a 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 Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company agrees to notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such 8 Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; (j) 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 after initial filing of a Registration Statement, provide copies of such document to the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object; (k) obtain the CUSIP number assigned to the Outstanding Securities for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, 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 execute, and use its 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; (m) in the case of a Shelf Registration, make available for inspection by a representative of such Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement, all in a manner as is necessary and customary to provide the Holders a due diligence defense; (n) in the case of a Shelf Registration, use its best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; 9 (o) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and (p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed distribution by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing. In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of 10 Registrable Securities pursuant to a Registration Statement, the Company shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give any such notice only twice during any 365-day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than two suspensions in effect during any 365-day period. The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering and shall be reasonably acceptable to the Company. 4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for New Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. The Company understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. (b) In light of the above, notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Placement Agents or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; PROVIDED that: (i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the 11 Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Placement Agents or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Placement Agents and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and PROVIDED FURTHER that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Placement Agents unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. (c) The Placement Agents shall have no liability to the Company or any Holder with respect to any request that it may make pursuant to Section 4(b) above. 5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and each Subsidiary Guarantor, jointly and severally, agree to indemnify and hold harmless the Placement Agents, each Holder and each Person, if any, who controls any Placement Agent or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Placement Agent or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Placement Agents, any Holder or any such controlling or affiliated Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Placement Agents or any Holder furnished to the Company in writing through Morgan Stanley & Co. Incorporated or any selling Holder expressly for use therein. In connection with any Underwritten Offering 12 permitted by Section 3, the Company will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Subsidiary Guarantors, the Placement Agents and the other selling Holders, and each of their respective directors, officers of the Company or the Subsidiary Guarantors who sign the Registration Statement and each Person, if any, who controls the Company, the Subsidiary Guarantors, any Placement Agent and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Placement Agents and the Holders, but only with reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Placement Agents and all Persons, if any, who control any Placement Agent within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each Person, if any, who controls the Company within the meaning of either such Section and (c) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Placement Agents and Persons who control the Placement Agents, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final 13 judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. (e) The Company, the Subsidiary Guarantors and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by PRO RATA allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder 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. The remedies provided for in 14 this Section 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Placement Agents, any Holder or any Person controlling any Placement Agent or any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 6. MISCELLANEOUS. (a) NO INCONSISTENT AGREEMENTS. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. (b) 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 has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; PROVIDED, HOWEVER, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. (c) 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 (i) 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 6(c), which address initially is, with respect to the Placement Agents, the address set forth in the Placement Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Placement Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five 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, at the address specified in the Indenture. 15 (d) SUCCESSORS 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 Registrable Securities in violation of the terms of the Placement Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities 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 and such Person shall be entitled to receive the benefits hereof. The Placement Agents (in their capacity as Placement Agents) shall have no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) PURCHASES AND SALES OF NEW SECURITIES. The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any New Securities. (f) THIRD PARTY BENEFICIARY. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Placement Agents, 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 or the rights of Holders hereunder. (g) 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. (h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York. (j) 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. [Signature Pages Follow] 16 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ARGOSY GAMING COMPANY By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Senior Vice President and Chief Financial Officer ALTON GAMING COMPANY By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer ARGOSY OF IOWA, INC. By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer ARGOSY OF LOUISIANA, INC. By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer CATFISH QUEEN PARTNERSHIP IN COMMENDAM By: ARGOSY OF LOUISIANA, INC., its General Partner By: /s/ Dale R. Black ------------------------------------ Dale R. Black Treasurer S-1 CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C. By: ARGOSY GAMING COMPANY, its Sole Member By: /s/ Dale R. Black ------------------------------------ Dale R. Black Senior Vice President and Chief Financial Officer THE INDIANA GAMING COMPANY By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer IOWA GAMING COMPANY By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer JAZZ ENTERPRISES, INC. By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer THE MISSOURI GAMING COMPANY By: /s/ Dale R. Black ----------------------------------------- Dale R. Black Treasurer S-2 Confirmed and accepted as of the date first above written: Morgan Stanley & Co. Incorporated Banc of America Securities LLC Wells Fargo Brokerage Services, LLC By: MORGAN STANLEY & CO. INCORPORATED By: /s/ Bryan W. Adrzejewski ----------------------------------- Bryan W. Andrzejewski Principal S-3 EX-5.1 9 a2044308zex-5_1.txt OPINION OF WINSTON & STRAWN Exhibit 5.1 [ON WINSTON & STRAWN LETTERHEAD] April 5, 2001 Argosy Gaming Company Alton Gaming Company Argosy of Iowa, Inc. Argosy of Louisiana, Inc. Catfish Queen Partnership in Commendam Centroplex Centre Convention Hotel, L.L.C. The Indiana Gaming Company Indiana Gaming Holding Company Indiana Gaming Company, L.P. Indiana Gaming II, L.P. Iowa Gaming Company Belle of Sioux City, L.P. Jazz Enterprises, Inc. The Missouri Gaming Company 219 Piasa Street Alton, Illinois 62002 RE: REGISTRATION STATEMENT ON FORM S-4 OF ARGOSY GAMING COMPANY AND THE SUBSIDIARY GUARANTORS (AS DEFINED BELOW) Ladies and Gentlemen: We have acted as special counsel to Argosy Gaming Company, a Delaware corporation (the "Company"), and certain of its subsidiaries (the "Subsidiary Guarantors") in connection with the preparation of the Registration Statement on Form S-4 (the "Registration Statement") filed on behalf of the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the "Commission"), relating to the Company's offer to exchange $150 million aggregate principal amount of the Company's 10 3/4% Senior Subordinated Notes due 2009 and the Guarantees (as hereinafter defined) thereof by the Subsidiary Guarantors, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Debt"), for the Company's outstanding 10 3/4% Senior Subordinated Notes due 2009, which were issued and sold in a transaction exempt from registration under the Securities Act (the "Outstanding Debt"), all as more fully described in the Registration Statement. The Exchange Debt will be issued under the Company's indenture, dated as of June 8, 1999, as amended by the First Supplemental Indenture, dated as of February 8, 2001, the Second Supplemental Indenture, dated as of March 2, 2001, and the Third Supplemental Indenture, dated as of March 12, 2001 (as amended and supplemented, the "Indenture"), in each case by and April 5, 2001 Page 2 among the Company, the Subsidiary Guarantors named therein, and Bank One Trust Company, NA, as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the prospectus (the "Prospectus") contained in the Registration Statement. This opinion letter is delivered in accordance with the requirements of Item 601 (b) (5) of Regulation S-K under the Securities Act. In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, in the form filed with the Commission and as amended through the date hereof; (ii) the Certificate of Incorporation of the Company and each of the Subsidiary Guarantors, as currently in effect; (iii) the By-laws of the Company and each of the Subsidiary Guarantors, as currently in effect; (iv) the Indenture; (v) the form of the Exchange Debt; and (vi) resolutions of the Board of Directors of the Company and each of the Subsidiary Guarantors relating to, among other things, the issuance and exchange of the Exchange Debt for the Outstanding Debt, the issuance of the Guarantees and the filing of the Registration Statement. We also have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to certain facts material to this opinion, we have relied without independent verification upon oral or written statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that: 1. The issuance and exchange of the Exchange Debt for the Outstanding Debt and the issuance of the Guarantees have been duly authorized by requisite corporate action on the part of the Company and the Subsidiary Guarantors, respectively. 2. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), shall have become effective under the Securities Act, (ii) the Exchange Debt is duly executed and authenticated in accordance with the provisions of the Indenture, and (iii) the Exchange Debt shall have been issued and delivered in exchange for the Outstanding Debt pursuant to the terms set forth in the Prospectus, the Exchange Debt and the Guarantees will be valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, entitled to the benefits of the Indenture and enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their terms, except to the extent that the enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). April 5, 2001 Page 3 The foregoing opinions are limited to the laws of the United States, the State of New York and the General Corporation Law of the State of Delaware. We express no opinion as to the application of the securities or blue sky laws of the various states to the issuance or exchange of the Exchange Debt. We hereby consent to the reference to our firm under the heading "Legal Matters" in the Prospectus and to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Winston & Strawn EX-12.1 10 a2044308zex-12_1.txt COMP OF EARNINGS Exhibit 12.1 Computation of Ratios of Earnings to Fixed Charges
YEARS ENDED DECEMBER 31, ----------------------------------------------------------- 1996 1997 1998 1999 2000 -------- -------- ------- -------- -------- INCOME AVAILABLE FOR FIXED CHARGES Income (loss) before income taxes and minority interest and extraordinary items $(41,358) $(34,649) $33,906 $ 77,301 $118,156 Fixed Charges 41,485 60,216 62,312 52,411 39,802 Less capitalized interest (3,033) (8,391) (1,086) (115) (717) Less minority partner preferred equity return (1,542) (2,307) (2,360) (2,063) (1,527) -------- -------- ------- -------- -------- Income (loss) available for fixed charges $ (4,448) $ 14,869 $92,772 $127,534 $155,714 -------- -------- ------- -------- -------- -------- -------- ------- -------- -------- FIXED CHARGES Interest expense $ 34,842 $ 47,116 $57,487 $ 48,594 $ 34,768 Minority partner preferred equity return 1,542 2,307 2,360 2,063 1,527 Capitalized interest 3,033 8,391 1,086 115 717 Interest portion of rent expense 2,068 2,402 1,379 1,639 2,790 -------- -------- ------- -------- -------- Total fixed charges $ 41,485 $ 60,216 $62,312 $ 52,411 $ 39,802 -------- -------- ------- -------- -------- -------- -------- ------- -------- -------- Ratio of earnings to fixed charges (a) (a) 1.5 x 2.4 x 3.9 x

(a) Earnings were inadequate to cover fixed charges for the Pro Forma years ended 1996 and 1997. ------------ Year Ended December 31, 2000 INCOME AVAILABLE FOR FIXED CHARGES Income (loss) before income taxes and minority interest and extraordinary items $ 83,035 Fixed Charges 72,731 Less capitalized interest (717) ------------ Income (loss) available for fixed charges $155,049 ============ FIXED CHARGES Interest expense $ 69,224 Capitalized interest 717 Interest portion of rent expense 2,790 ------------ Total fixed charges $ 72,731 ------------ ------------ Ratio of earnings to fixed charges 2.1 x
EX-23.1 11 a2044308zex-23_1.txt CONSENT OF ERNST & YOUNG Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts", "Selected Historical Consolidated Financial Data" and "Pro Forma Consolidated Financial Data" and to the use of our report dated January 30, 2001, except for Note 18 as to which the date is March 8, 2001 in the Registration Statement (Form S-4) and related Prospectus of Argosy Gaming Company for the registration of $150,000,000 of 10-3/4% Senior Subordinated Notes due 2009. We also consent to the incorporation by reference therein of our report dated January 30, 2001, with respect to the financial statement schedule of Argosy Gaming Company for the years ended December 31, 2000, 1999 and 1998 included in the Annual Report (Form 10-K) for 2000 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois April 3, 2001 EX-24.1 12 a2044308zex-24_1.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints James B. Perry and Dale R. Black 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 this Registration Statement on Form S-4 relative to a new issuance of 10 3/4 Senior Subordinated Notes and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such 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 any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Date: 4-5-01 Name: /s/ James B. Perry --------------------- ------------------------------ Date: 1-25-01 Name: /s/ John B. Pratt --------------------- ------------------------------ Date: 1-25-01 Name: /s/ William F. Cellini --------------------- ------------------------------ Date: 1-25-01 Name: /s/ Jimmy F. Gallagher --------------------- ------------------------------ Date: January 25, 2001 Name: /s/ George Lambert Bristol --------------------- ------------------------------ Date: 1-25-01 Name: /s/ Lance Callis --------------------- ------------------------------ Date: 1-25-01 Name: /s/ Edward F. Brennan --------------------- ------------------------------ EX-25.1 13 a2044308zex-25_1.txt FORM T-1 Exhibit 25.1 Registration No. __________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE BANK ONE, N.A. Not Applicable 31-4148768 (State of Incorporation (I.R.S. Employer if not a national bank) Identification No.) 100 East Broad Street, Columbus, Ohio 43271-0181 (Address of trustee's principal executive offices) (Zip Code) c/o Bank One Trust Company, NA 100 East Broad Street Columbus, Ohio 43271-0181 (614) 248-6229 (Name, address and telephone number of agent for service) ARGOSY GAMING COMPANY (Exact name of obligor as specified in its charter) Delaware 37-1304247 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 219 Piasa Street 62002-6232 Alton, IL (Zip Code) (Address of principal executive office) 10 3/4% Senior Subordinated Notes due 2009 (Title of the Indenture securities) GENERAL 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of Cleveland, Cleveland, Ohio Federal Deposit Insurance Corporation, Washington, D.C. The Board of Governors of the Federal Reserve System, Washington, D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee. 16. LIST OF EXHIBITS LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.) Exhibit 1 - A copy of the Articles of Association of the trustee as now in effect. Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence business. Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate trust powers. Exhibit 4 - A copy of the Bylaws of the trustee as now in effect. Exhibit 5 - Not applicable. Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended. Exhibit 7 - Report of Condition of the trustee as of the close of business on December 31, 2000, published pursuant to the requirements of the Comptroller of the Company, see attached. Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. Items 3 through 15 are not answered pursuant to General Instruction B which requires responses to Item 1, 2 and 16 only, if the obligor is not in default. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Bank One, NA, a national banking association organized under the National Banking Act, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in Columbus, Ohio, on April 5, 2001. Bank One, NA By: /s/ David B. Knox Authorized Signer Exhibit 1 BANK ONE, NATIONAL ASSOCIATION ARTICLES OF ASSOCIATION FIRST. The title of this Association shall be Bank One, National Association. SECOND. The main office of the Association shall be in Columbus, County of Franklin, State of Ohio. The general business of the Association shall be conducted at its main office and its branches. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five Directors, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time-to-time by resolution of the shareholders at any annual or special meeting thereof, provided, however, that the Board of Directors, by resolution of a majority thereof, shall be authorized to increase the number of its members by not more than two between regular meetings of the shareholders. Each Director, during the full term of his directorship, shall own, as qualifying shares, the minimum number of shares of either this Association or of its parent bank holding company in accordance with the provisions of applicable law. Unless otherwise provided by the laws of the United States, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors. FOURTH. The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office of this Association or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent business day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors. FIFTH. The authorized amount of capital stock of this Association shall be 12,704,315 shares of common stock of the par value of Ten Dollars ($10) each; but said capital stock may be increased or decreased from time-to-time, in accordance with the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have the preemptive or preferential right of subscription to any share of any class of stock of this Association, whether now or hereafter authorized or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time-to-time determine and at such price as the Board of Directors may from time-to-time fix. This Association, at any time and from time-to-time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The Board of Directors shall appoint one of its members President of the Association, who shall be Chairman of the Board, unless the Board appoints another director to be the Chairman. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Secretary and such other officers and employees as may be required to transact the business of this Association. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Columbus, Ohio, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency; and shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency. EIGHTH. The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States. NINTH. The Board of Directors of this Association, or any three or more shareholders owning, in the aggregate, not less than 10 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. TENTH. Every person who is or was a Director, officer or employee of the Association or of any other corporation which he served as a Director, officer or employee at the request of the Association as part of his regularly assigned duties may be indemnified by the Association in accordance with the provisions of this paragraph against all liability (including, without limitation, judgments, fines, penalties and settlements) and all reasonable expenses (including, without limitation, attorneys' fees and investigative expenses) that may be incurred or paid by him in connection with any claim, action, suit or proceeding, whether civil, criminal or administrative (all referred to hereafter in this paragraphs as "Claims") or in connection with any appeal relating thereto in which he may become involved as a party or otherwise or with which he may be threatened by reason of his being or having been a Director, officer or employee of the Association or such other corporation, or by reason of any action taken or omitted by him in his capacity as such Director, officer or employee, whether or not he continues to be such at the time such liability or expenses are incurred, provided that nothing contained in this paragraph shall be construed to permit indemnification of any such person who is adjudged guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts, unless, at the time such indemnification is sought, such indemnification in such instance is permissible under applicable law and regulations, including published rulings of the Comptroller of the Currency or other appropriate supervisory or regulatory authority, and provided further that there shall be no indemnification of directors, officers, or employees against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. Every person who may be indemnified under the provisions of this paragraph and who has been wholly successful on the merits with respect to any Claim shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under this paragraph shall be at the sole discretion of the Board of Directors and shall be made only if the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that in view of all of the circumstances then surrounding the Claim, such indemnification is equitable and in the best interests of the Association. Among the circumstances to be taken into consideration in arriving at such a finding or opinion is the existence or non-existence of a contract of insurance or indemnity under which the Association would be wholly or partially reimbursed for such indemnification, but the existence or non-existence of such insurance is not the sole circumstance to be considered nor shall it be wholly determinative of whether such indemnification shall be made. In addition to such finding or opinion, no indemnification under this paragraph shall be made unless the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that the Director, officer or employee acted in good faith in what he reasonably believed to be the best interests of the Association or such other corporation and further in the case of any criminal action or proceeding, that the Director, officer or employee reasonably believed his conduct to be lawful. Determination of any Claim by judgment adverse to a Director, officer or employee by settlement with or without Court approval or conviction upon a plea of guilty or of NOLO CONTENDERE or its equivalent shall not create a presumption that a Director, officer or employee failed to meet the standards of conduct set forth in this paragraph. Expenses incurred with respect to any Claim may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking satisfactory to the Association by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this paragraph. The rights of indemnification provided in this paragraph shall be in addition to any rights to which any Director, officer or employee may otherwise be entitled by contract or as a matter of law. Every person who shall act as a Director, officer or employee of this Association shall be conclusively presumed to be doing so in reliance upon the right of indemnification provided for in this paragraph. ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. Articles of Association of Bank One, National Association effective with the consolidation of banks in Ohio. EXHIBIT 2 [COMPTROLLER OF THE CURRENCY LETTERHEAD] CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One, National Association," Columbus, Ohio, (Charter No. 7621) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 12th day of April, 1999. [SEAL] /s/ John D. Hawke, Jr. ------------------------------ Comptroller of the Currency EXHIBIT 3 [COMPTROLLER OF THE CURRENCY LETTERHEAD] CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One, National Association," Columbus, Ohio, (Charter No. 7621) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 12th day of April, 1999. [SEAL] /s/ John D. Hawke, Jr. ------------------------------ Comptroller of the Currency Exhibit 4 BY-LAWS OF BANK ONE, NATIONAL ASSOCIATION ARTICLE I MEETING OF SHAREHOLDERS SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the Shareholders of the Bank for the election of Directors and for the transaction of such business as may properly come before the meeting shall be held at its main banking house, or other convenient place duly authorized by the Board of Directors, on the third Monday of January of each year, or on the next succeeding banking day, if the day fixed falls on a legal holiday. If from any cause, an election of directors is not made on the day fixed for the regular meeting of shareholders or, in the event of a legal holiday, on the next succeeding banking day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting. Notice of such annual meeting shall be given by or under the direction of the Secretary or such other officer as may be designated by the Chief Executive Officer by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of this Bank may be called at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of this Bank. The notice of any special meeting of the shareholders called by the Board of Directors, stating the time, place and purpose of the meeting, shall be given by or under the direction of the Secretary, or such other officer as is designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank, mailed not less than ten days prior to the date fixed for such meeting. Any special meeting of shareholders shall be conducted and its proceedings recorded in the manner prescribed in these Bylaws for annual meetings of shareholders. SECTION 1.03. SECRETARY OF SHAREHOLDERS' MEETING. The Board of Directors may designate a person to be the Secretary of the meetings of shareholders. In the absence of a presiding officer, as designated in these Bylaws, the Board of Directors may designate a person to act as the presiding officer. In the event the Board of Directors fails to designate a person to preside at a meeting of shareholders and a Secretary of such meeting, the shareholders present or represented shall elect a person to preside and a person to serve as Secretary of the meeting. The Secretary of the meetings of shareholders shall cause the returns made by the judges and election and other proceedings to be recorded in the minute book of the Bank. The presiding officer shall notify the directors-elect of their election and to meet forthwith for the organization of the new board. The minutes of the meeting shall be signed by the presiding officer and the Secretary designated for the meeting. SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as three shareholders to be judges of the election, who shall hold and conduct the same, and who shall, after the election has been held, notify, in writing over their signatures, the secretary of the shareholders' meeting of the result thereof and the names of the Directors elected; provided, however, that upon failure for any reason of any judge or judges of election, so appointed by the directors, to serve, the presiding officer of the meeting shall appoint other shareholders or their proxies to fill the vacancies. The judges of election at the request of the chairman of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall notify, in writing over their signatures, the secretary of the Board of Directors of the result thereof. SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of record, who is qualified to vote under the provisions of Federal Law, shall have the right to vote the number of shares of record in his name for as many persons as there are Directors to be elected, or to cumulate such shares as provided by Federal Law. In deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock of record in his name. Shareholders may vote by proxy duly authorized in writing. All proxies used at the annual meeting shall be secured for that meeting only, or any adjournment thereof, and shall be dated, and if not dated by the shareholder, shall be dated as of the date of receipt thereof. No officer or employee of this Bank may act as proxy. SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the capital stock of the Bank, eligible to be voted, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders, but shareholders present at any meeting and constituting less than a quorum may, without further notice, adjourn the meeting from time to time until a quorum is obtained. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II DIRECTORS SECTION 2.01. MANAGEMENT OF THE BANK. The business of the Bank shall be managed by the Board of Directors. Each director of the Bank shall be the beneficial owner of a substantial number of shares of BANC ONE CORPORATION and shall be employed either in the position of Chief Executive Officer or active leadership within his or her business, professional or community interest which shall be located within the geographic area in which the Bank operates, or as an executive officer of the Bank. A director shall not be eligible for nomination and re-election as a director of the Bank if such person's executive or leadership position within his or her business, professional or community interests which qualifies such person as a director of Bank terminates. The age of 70 is the mandatory retirement age as a director of the Bank. When a person's eligibility as director of the Bank terminates, whether because of change in share ownership, position, residency or age, within 30 days after such termination, such person shall submit his resignation as a director to be effective at the pleasure of the Board provided, however, that in no event shall such person be nominated or elected as a director. Provided, however, following a person's retirement or resignation as a director because of the age limitations herein set forth with respect to election or re-election as a director, such person may, in special or unusual circumstances, and at the discretion of the Board, be elected by the directors as a Director Emeritus of the Bank for a limited period of time. A Director Emeritus shall have the right to participate in board meetings but shall be without the power to vote and shall be subject to re-election by the Board at its organizational meeting following the Bank's annual meeting of shareholders. SECTION 2.02. QUALIFICATIONS. Each director shall have the qualification prescribed by law. No person elected a director may exercise any of the powers of his office until he has taken the oath of such office. SECTION 2.03. TERM OF OFFICE/VACANCIES. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to his prior death, resignation, or removal from office. Whenever any vacancy shall occur among the directors, the remaining directors shall constitute the directors of the Bank until such vacancy is filled by the remaining directors, and any director so appointed shall hold office for the unexpired term of his or her successor. Notwithstanding the foregoing, each director shall hold office and serve at the pleasure of the Board. SECTION 2.04. ORGANIZATION MEETING. The directors elected by the shareholders shall meet for organization of the new board at the time fixed by the presiding officer of the annual meeting. If at the time fixed for such meeting there is no quorum present, the Directors in attendance may adjourn from time to time until a quorum is obtained. A majority of the number of Directors elected by the shareholders shall constitute a quorum for the transaction of business. SECTION 2.05. REGULAR MEETINGS. The regular meetings of the Board of Directors shall be held on the third Monday of January, April, July and October, which meetings will be held at 3:30 p.m. When any regular meeting of the Board falls on a holiday, the meeting shall be held on such other day as the Board may previously designate or should the Board fail to so designate, on such day as the Chairman of the Board or President may fix. Whenever a quorum is not present, the directors in attendance shall adjourn the meeting to a time not later than the date fixed by the Bylaws for the next succeeding regular meeting of the Board. SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board or President, or at the request of two or more Directors. Any special meeting may be held at such place in Franklin County, Ohio, and at such time as may be fixed in the call. Written or oral notice shall be given to each Director not later than the day next preceding the day on which special meeting is to be held, which notice may be waived in writing. The presence of a Director at any meeting of the Board shall be deemed a waiver of notice thereof by him. Whenever a quorum is not present the Directors in attendance shall adjourn the special meeting from day to day until a quorum is obtained. SECTION 2.07. QUORUM. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time-to-time, and the meeting may be held, as adjourned, without further notice. When, however, less than a quorum as herein defined, but at least one-third and not less than two of the authorized number of Directors are present at a meeting of the Directors, business of the Bank may be transacted and matters before the Board approved or disapproved by the unanimous vote of the Directors present. SECTION 2.08. COMPENSATION. Each member of the Board of Directors shall receive such fees for, and transportation expenses incident to, attendance at Board and Board Committee Meetings and such fees for service as a Director irrespective of meeting attendance as from time to time are fixed by resolution of the Board; provided, however, that payment hereunder shall not be made to a Director for meetings attended and/or Board service which are not for the Bank's sole benefit and which are concurrent and duplicative with meetings attended or board service for an affiliate of the Bank for which the Director receives payment; and provided further, that payment hereunder shall not be made in the case of any Director in the regular employment of the Bank or of one of its affiliates. SECTION 2.09. EXECUTIVE COMMITTEE. There shall be a standing committee of the Board of Directors known as the Executive Committee which shall possess and exercise, when the Board is not in session, all powers of the Board that may lawfully be delegated. The Executive Committee shall also exercise the powers of the Board of Directors in accordance with the Provisions of the "Employees Retirement Plan" and the "Agreement and Declaration of Trust" as the same now exist or may be amended hereafter. The Executive Committee shall consist of not fewer than four board members, including the Chairman of the Board and President of the Bank, one of whom, as hereinafter required by these Bylaws, shall be the Chief Executive Officer. The other members of the Committee shall be appointed by the Chairman of the Board or by the President, with the approval of the Board and shall continue as members of the Executive Committee until their successors are appointed, provided, however, that any member of the Executive Committee may be removed by the Board upon a majority vote thereof at any regular or special meeting of the Board. The Chairman or President shall fill any vacancy in the Committee by the appointment of another Director, subject to the approval of the Board of Directors. The regular meetings of the Executive Committee shall be held on a regular basis as scheduled by the Board of Directors. Special meetings of the Executive Committee shall be held at the call of the Chairman or President or any two members thereof at such time or times as may be designated. In the event of the absence of any member or members of the Committee, the presiding member may appoint a member or members of the Board to fill the place or places of such absent member or members to serve during such absence. Not fewer than three members of the Committee must be present at any meeting of the Executive Committee to constitute a quorum, provided, however that with regard to any matters on which the Executive Committee shall vote, a majority of the Committee members present at the meeting at which a vote is to be taken shall not be officers of the Bank and, provided further, that if, at any meeting at which the Chairman of the Board and President are both present, Committee members who are not officers are not in the majority, then the Chairman of the Board or President, which ever of such officers is not also the Chief Executive Officer, shall not be eligible to vote at such meeting and shall not be recognized for purposes of determining if a quorum is present at such meeting. When neither the Chairman of the Board nor President are present, the Committee shall appoint a presiding officer. The Executive Committee shall keep a record of its proceedings and report its proceedings and the action taken by it to the Board of Directors. SECTION 2.10 COMMUNITY REINVESTMENT ACT AND COMPLIANCE POLICY COMMITTEE. There shall be a standing committee of the Board of Directors known as the Community Reinvestment Act and Compliance Policy Committee the duties of which shall be, at least once in each calendar year, to review, develop and recommend policies and programs related to the Bank's Community Reinvestment Act Compliance and regulatory compliance with all existing statutes, rules and regulations affecting the Bank under state and federal law. Such Committee shall provide and promptly make a full report of such review of current Bank policies with regard to Community Reinvestment Act and regulatory compliance in writing to the Board, with recommendations, if any, which may be necessary to correct any unsatisfactory conditions. Such Committee may, in its discretion, in fulfilling its duties, utilize the Community Reinvestment Act officers of the Bank, Banc One Ohio Corporation and Banc One Corporation and may engage outside Community Reinvestment Act experts, as approved by the Board, to review, develop and recommend policies and programs as herein required. The Community Reinvestment Act and regulatory compliance policies and procedures established and the recommendations made shall be consistent with, and shall supplement, the Community Reinvestment Act and regulatory compliance programs, policies and procedures of Banc One Corporation and Banc One Ohio Corporation. The Community Reinvestment Act and Compliance Policy Committee shall consist of not fewer than four board members, one of whom shall be the Chief Executive Officer and a majority of whom are not officers of the Bank. Not fewer than three members of the Committee, a majority of whom are not officers of the Bank, must be present to constitute a quorum. The Chairman of the Board or President of the Bank, whichever is not the Chief Executive Officer, shall be an ex officio member of the Community Reinvestment Act and Compliance Policy Committee. The Community Reinvestment Act and Compliance Policy Committee, whose chairman shall be appointed by the Board, shall keep a record of its proceedings and report its proceedings and the action taken by it to the Board of Directors. SECTION 2.11. TRUST COMMITTEES. There shall be two standing Committees known as the Trust Management Committee and the Trust Examination Committee appointed as hereinafter provided. SECTION 2.12. OTHER COMMITTEES. The Board of Directors may appoint such special committees from time to time as are in its judgment necessary in the interest of the Bank. ARTICLE III OFFICERS, MANAGEMENT STAFF AND EMPLOYEES SECTION 3.01. OFFICERS AND MANAGEMENT STAFF. (a) The officers of the Bank shall include a President, Secretary and Security Officer and may include a Chairman of the Board, one or more Vice Chairmen, one or more Vice Presidents (which may include one or more Executive Vice Presidents and/or Senior Vice Presidents) and one or more Assistant Secretaries, all of whom shall be elected by the Board. All other officers may be elected by the Board or appointed in writing by the Chief Executive Officer. The salaries of all officers elected by the Board shall be fixed by the Board. The Board from time-to-time shall designate the President or Chairman of the Board to serve as the Bank's Chief Executive Officer. (b) The Chairman of the Board, if any, and the President shall be elected by the Board from their own number. The President and Chairman of the Board shall be re-elected by the Board annually at the organizational meeting of the Board of Directors following the Annual Meeting of Shareholders. Such officers as the Board shall elect from their own number shall hold office from the date of their election as officers until the organization meeting of the Board of Directors following the next Annual Meeting of Shareholders, provided, however, that such officers may be relieved of their duties at any time by action of the Board in which event all the powers incident to their office shall immediately terminate. (c) (c) Except as provided in the case of the elected officers who are members of the Board, all officers, whether elected or appointed, shall hold office at the pleasure of the Board. Except as otherwise limited by law or these Bylaws, the Board assigns to Chief Executive Officer and/or his designees the authority to appoint and dismiss any elected or appointed officer or other member of the Bank's management staff and other employees of the Bank, as the person in charge of and responsible for any branch office, department, section, operation, function, assignment or duty in the Bank. (d) The management staff of the Bank shall include officers elected by the Board, officers appointed by the Chief Executive Officer, and such other persons in the employment of the Bank who, pursuant to written appointment and authorization by a duly authorized officer of the Bank, perform management functions and have management responsibilities. Any two or more offices may be held by the same person except that no person shall hold the office of Chairman of the Board and/or President and at the same time also hold the office of Secretary. (e) The Chief Executive Officer of the Bank and any other officer of the Bank, to the extent that such officer is authorized in writing by the Chief Executive Officer, may appoint persons other than officers who are in the employment of the Bank to serve in management positions and in connection therewith, the appointing officer may assign such title, salary, responsibilities and functions as are deemed appropriate by him, provided, however, that nothing contained herein shall be construed as placing any limitation on the authority of the Chief Executive Officer as provided in this and other sections of these Bylaws. SECTION 3.02. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Bank shall have general and active management of the business of the Bank and shall see that all orders and resolutions of the Board of Directors are carried into effect. Except as otherwise prescribed or limited by these Bylaws, the Chief Executive Officer shall have full right, authority and power to control all personnel, including elected and appointed officers, of the Bank, to employ or direct the employment of such personnel and officers as he may deem necessary, including the fixing of salaries and the dismissal of them at pleasure, and to define and prescribe the duties and responsibility of all Officers of the Bank, subject to such further limitations and directions as he may from time-to-time deem proper. The Chief Executive Officer shall perform all duties incident to his office and such other and further duties, as may, from time-to-time, be required of him by the Board of Directors or the shareholders. The specification of authority in these Bylaws wherever and to whomever granted shall not be construed to limit in any manner the general powers of delegation granted to the Chief Executive Officer in conducting the business of the Bank. The Chief Executive Officer or, in his absence, the Chairman of the Board or President of the Bank, as designated by the Chief Executive Officer, shall preside at all meetings of shareholders and meetings of the Board. In the absence of the Chief Executive Officer, such officer as is designated by the Chief Executive Officer shall be vested with all the powers and perform all the duties of the Chief Executive Officer as defined by these Bylaws. When designating an officer to serve in his absence, the Chief Executive Officer shall select an officer who is a member of the Board of Directors whenever such officer is available. SECTION 3.03. POWERS OF OFFICERS AND MANAGEMENT STAFF. The Chief Executive Officer, the Chairman of the Board, the President, and those officers so designated and authorized by the Chief Executive Officer are authorized for an on behalf of the Bank, and to the extent permitted by law, to make loans and discounts; to purchase or acquire drafts, notes, stock, bonds, and other securities for investment of funds held by the Bank; to execute and purchase acceptances; to appoint, empower and direct all necessary agents and attorneys; to sign and give any notice required to be given; to demand payment and/or to declare due for any default any debt or obligation due or payable to the Bank upon demand or authorized to be declared due; to foreclose any mortgages, to exercise any option, privilege or election to forfeit, terminate, extend or renew any lease; to authorize and direct any proceedings for the collection of any money or for the enforcement of any right or obligation; to adjust, settle and compromise all claims of every kind and description in favor of or against the Bank, and to give receipts, releases and discharges therefor; to borrow money and in connection therewith to make, execute and deliver notes, bonds or other evidences of indebtedness; to pledge or hypothe- cate any securities or any stocks, bonds, notes or any property real or personal held or owned by the Bank, or to rediscount any notes or other obligations held or owned by the Bank, to employ or direct the employment of all personnel, including elected and appointed officers, and the dismissal of them at pleasure, and in furtherance of and in addition to the powers herein above set forth to do all such acts and to take all such proceedings as in his judgment are necessary and incidental to the operation of the Bank. Other persons in the employment of the Bank, including but not limited to officers and other members of the management staff, may be authorized by the Chief Executive Officer, or by an officer so designated and authorized by the Chief Executive Officer, to perform the powers set forth above, subject, however, to such limitations and conditions as are set forth in the authorization given to such persons. SECTION 3.04. SECRETARY. The Secretary or such other officers as may be designated by the Chief Executive Officer shall have supervision and control of the records of the Bank and, subject to the direction of the Chief Executive Officer, shall undertake other duties and functions usually performed by a corporate secretary. Other officers may be designated by the Chief Executive Officer or the Board of Directors as Assistant Secretary to perform the duties of the Secretary. SECTION 3.05. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of the Board, President, any officer being a member of the Bank's management staff who is also a person in charge of and responsible for any department within the Bank and any other officer to the extent such officer is so designated and authorized by the Chief Executive Officer, the Chairman of the Board, the President, or any other officer who is a member of the Bank's management staff who is in charge of and responsible for any department within the Bank, are hereby authorized on behalf of the Bank to sell, assign, lease, mortgage, transfer, deliver and convey any real or personal property now or hereafter owned by or standing in the name of the Bank or its nominee, or held by this Bank as collateral security, and to execute and deliver such deeds, contracts, leases, assignments, bills of sale, transfers or other papers or documents as may be appropriate in the circumstances; to execute any loan agreement, security agreement, commitment letters and financing statements and other documents on behalf of the Bank as a lender; to execute purchase orders, documents and agreements entered into by the Bank in the ordinary course of business, relating to purchase, sale, exchange or lease of services, tangible personal property, materials and equipment for the use of the Bank; to execute powers of attorney to perform specific or general functions in the name of or on behalf of the Bank; to execute promissory notes or other instruments evidencing debt of the Bank; to execute instruments pledging or releasing securities for public funds, documents submitting public fund bids on behalf of the Bank and public fund contracts; to purchase and acquire any real or personal property including loan portfolios and to execute and deliver such agreements, contracts or other papers or documents as may be appropriate in the circumstances; to execute any indemnity and fidelity bonds, proxies or other papers or documents of like or different character necessary, desirable or incidental to the conduct of its banking business; to execute and deliver settlement agreements or other papers or documents as may be appropriate in connection with a dismissal authorized by Section 3.01(c) of these Bylaws; to execute agreements, instruments, documents, contracts or other papers of like or difference character necessary, desirable or incidental to the conduct of its banking business; and to execute and deliver partial releases from and discharges or assignments of mortgages, financing statements and assignments or surrender of insurance policies, now or hereafter held by this Bank. The Chief Executive Officer, Chairman of the Board, President, any officer being a member of the Bank's management staff who is also a person in charge of and responsible for any department within the Bank, and any other officer of the Bank so designated and authorized by the Chief Executive Officer, Chairman of the Board, President or any officer who is a member of the Bank's management staff who is in charge of and responsible for any department within the Bank are authorized for and on behalf of the Bank to sign and issue checks, drafts, and certificates of deposit; to sign and endorse bills of exchange, to sign and countersign foreign and domestic letters of credit, to receive and receipt for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank, to sign receipts for property acquired by or entrusted to the Bank, to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, to sign certifications of checks, to endorse and deliver checks, drafts, warrants, bills, notes, certificates of deposit and acceptances in all business transactions of the Bank. Other persons in the employment of the Bank and of its subsidiaries, including but not limited to officers and other members of the management staff, may be authorized by the Chief Executive Officer, Chairman of the Board, President or by an officer so designated by the Chief Executive Officer, Chairman of the Board, or President to perform the acts and to execute the documents set forth above, subject, however, to such limitations and conditions as are contained in the authorization given to such person. SECTION 3.06. PERFORMANCE BOND. All officers and employees of the Bank shall be bonded for the honest and faithful performance of their duties for such amount as may be prescribed by the Board of Directors. ARTICLE IV TRUST DEPARTMENT SECTION 4.01. TRUST DEPARTMENT. Pursuant to the fiduciary powers granted to this Bank under the provisions of Federal Law and Regulations of the Comptroller of the Currency, there shall be maintained a separate Trust Department of the Bank, which shall be operated in the manner specified herein. SECTION 4.02. TRUST MANAGEMENT COMMITTEE. There shall be a standing Committee known as the Trust Management Committee, consisting of at least five members, a majority of whom shall not be officers of the Bank. The Committee shall consist of the Chairman of the Board who shall be Chairman of the Com- mittee, the President, and at least three other Directors appointed by the Board of Directors and who shall continue as members of the Committee until their successors are appointed. Any vacancy in the Trust Management Committee may be filled by the Board at any regular or special meeting. In the event of the absence of any member or members, such Committee may, in its discretion, appoint members of the Board to fill the place of such absent members to serve during such absence. Three members of the Committee shall constitute a quorum. Any member of the Committee may be removed by the Board by a majority vote at any regular or special meeting of the Board. The Committee shall meet at such times as it may determine or at the call of the Chairman, or President or any two members thereof. The Trust Management Committee, under the general direction of the Board of Directors, shall supervise the policy of the Trust Department which shall be formulated and executed in accordance with Law, Regulations of the Comptroller of the Currency, and sound fiduciary principles. SECTION 4.03. TRUST EXAMINATION COMMITTEE. There shall be a standing Commit- tee known as the Trust Examination Committee, consisting of three directors appointed by the Board of Directors and who shall continue as members of the committee until their successors are appointed. Such members shall not be active officers of the Bank. Two members of the Committee shall constitute a quorum. Any member of the Committee may be removed by the Board by a majority vote at any regular or special meeting of the Board. The Committee shall meet at such times as it may determine or at the call of two members thereof. This Committee shall, at least once during each calendar year and within fifteen months of the last such audit, or at such other time(s) as may be required by Regulations of the Comptroller of the Currency, make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board of Directors, and at such time shall ascertain whether the Department has been administered in accordance with Law, Regulations of the Comptroller of the Currency and sound fiduciary principles. The Committee shall promptly make a full report of such audits in writing to the Board of Directors of the Bank, together with a recommendation as to what action, if any, may be necessary to correct any unsatisfactory condition. A report of the audits together with the action taken thereon shall be noted in the Minutes of the Board of Directors and such report shall be a part of the records of this Bank. SECTION 4.04. MANAGEMENT. The Trust Department shall be under the management and supervision of an officer of the Bank or of the trust affiliate of the Bank designated by and subject to the advice and direction of the Chief Executive Officer. Such officer having supervisory responsibility over the Trust Department shall do or cause to be done all things necessary or proper in carrying on the business of the Trust Department in accordance with provisions of law and applicable regulations. SECTION 4.05. HOLDING OF PROPERTY. Property held by the Trust Department may be carried in the name of the Bank in its fiduciary capacity, in the name of Bank, or in the name of a nominee or nominees. SECTION 4.06. TRUST INVESTMENTS. Funds held by the Bank in a fiduciary capacity awaiting investment or distribution shall not be held uninvested or undistributed any longer than is reasonable for the proper management of the account and shall be invested in accordance with the instrument establishing a fiduciary relationship and local law. Where such instrument does not specify the character or class of investments to be made and does not vest in the Bank any discretion in the matter, funds held pursuant to such instrument shall be invested in any investment which corporate fiduciaries may invest under local law. The investments of each account in the Trust Department shall be kept separate from the assets of the Bank, and shall be placed in the joint custody or control of not less than two of the officers or employees of the Bank or of the trust affiliate of the Bank designated for the purpose by the Trust Management Committee. SECTION 4.07. EXECUTION OF DOCUMENTS. The Chief Executive Officer, Chairman of the Board, President, any officer of the Trust Department, and such other officers of the trust affiliate of the Bank as are specifically designated and authorized by the Chief Executive Officer, the President, or the officer in charge of the Trust Department, are hereby authorized, on behalf of this Bank, to sell, assign, lease, mortgage, transfer, deliver and convey any real property or personal property and to purchase and acquire any real or personal property and to execute and deliver such agreements, contracts, or other papers and documents as may be appropriate in the circumstances for property now or hereafter owned by or standing in the name of this Bank, or its nominee, in any fiduciary capacity, or in the name of any principal for whom this Bank may now or hereafter be acting under a power of attorney, or as agent and to execute and deliver partial releases from any discharges or assignments or mortgages and assignments or surrender of insurance policies, to execute and deliver deeds, contracts, leases, assignments, bills of sale, transfers or such other papers or documents as may be appropriate in the circumstances for property now or hereafter held by this Bank in any fiduciary capacity or owned by any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent; to execute and deliver settlement agreements or other papers or documents as may be appropriate in connection with a dismissal authorized by Section 3.01(c) of these Bylaws; provided that the signature of any such person shall be attested in each case by any officer of the Trust Department or by any other person who is specifically authorized by the Chief Executive Officer, the President or the officer in charge of the Trust Department. The Chief Executive Officer, Chairman of the Board, President, any officer of the Trust Department and such other officers of the trust affiliate of the Bank as are specifically designated and authorized by the Chief Executive Officer, the President, or the officer in charge of the Trust Department, or any other person or corporation as is specifically authorized by the Chief Executive Officer, the President or the officer in charge of the Trust Department, are hereby authorized on behalf of this Bank, to sign any and all pleadings and papers in probate and other court proceedings, to execute any indemnity and fidelity bonds, trust agreements, proxies or other papers or documents of like or different character necessary, desirable or incidental to the appointment of the Bank in any fiduciary capacity and the conduct of its business in any fiduciary capacity; also to foreclose any mortgage, to execute and deliver receipts for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank; to sign receipts for property acquired or entrusted to the Bank; also to sign stock or bond certificates on behalf of this Bank in any fiduciary capacity and on behalf of this Bank as transfer agent or registrar; to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, and to authenticate bonds, debentures, land or lease trust certificates or other forms of security issued pursuant to any indenture under which this Bank now or hereafter is acting as Trustee. Any such person, as well as such other persons as are specifically authorized by the Chief Executive Officer or the officer in charge of the Trust Department, may sign checks, drafts and orders for the payment of money executed by the Trust Department in the course of its business. SECTION 4.08. VOTING OF STOCK. The Chairman of the Board, President, any officer of the Trust Department, any officer of the trust affiliate of the Bank and such other persons as may be specifically authorized by Resolution of the Trust Management Committee or the Board of Directors, may vote shares of stock of a corporation of record on the books of the issuing company in the name of the Bank or in the name of the Bank as fiduciary, or may grant proxies for the voting of such stock of the granting if same is permitted by the instrument under which the Bank is acting in a fiduciary capacity, or by the law applicable to such fiduciary account. In the case of shares of stock which are held by a nominee of the Bank, such shares may be voted by such person(s) authorized by such nominee. ARTICLE V STOCKS AND STOCK CERTIFICATES SECTION 5.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be evidenced by certificates which shall bear the signature of the Chairman of the Board, the President, or a Vice President (which signature may be engraved, printed or impressed), and shall be signed manually by the Secretary, or any other officer appointed by the Chief Executive Officer for that purpose. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. Each such certificate shall bear the corporate seal of the Bank, shall recite on its fact that the stock represented thereby is transferable only upon the books of the Bank properly endorsed and shall recite such other information as is required by law and deemed appropriate by the Board. The corporate seal may be facsimile engraved or printed. SECTION 5.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall be transferable only upon the stock transfer books of the Bank and except as hereinafter provided, no transfer shall be made or new certificates issued except upon the surrender for cancellation of the certificate or certificates previously issued therefor. In the case of the loss, theft, or destruction of any certificate, a new certificate may be issued in place of such certificate upon the furnishing of any affidavit setting forth the circumstances of such loss, theft, or destruction and indemnity satisfactory to the Chairman of the Board, the President, or a Vice President. The Board of Directors, or the Chief Executive Officer, may authorize the issuance of a new certificate therefor without the furnishing of indemnity. Stock Transfer Books, in which all transfers of stock shall be recorded, shall be provided. The stock transfer books may be closed for a reasonable period and under such conditions as the Board of Directors may at any time determine for any meeting of shareholders, the payment of dividends or any other lawful purpose. In lieu of closing the transfer books, the Board may, in its discretion, fix a record date and hour constituting a reasonable period prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend or for any other purpose at the time as of which shareholders entitled to notice of and to vote at any such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.01. SEAL. The impression made below is an impression of the seal adopted by the Board of Directors of Bank One, National Association. The Seal may be affixed by any officer of the Bank to any document executed by an authorized officer on behalf of the Bank, and any officer may certify any act, proceedings, record, instrument or authority of the Bank. SECTION 6.02. BANKING HOURS. Subject to ratification by the Executive Committee, the Bank and each of its Branches shall be open for business on such days and during such hours as the Chief Executive Officer of the Bank shall, from time to time, prescribe. SECTION 6.03. MINUTE BOOK. The organization papers of this Bank, the Articles of Association, the returns of the judges of elections, the Bylaws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the Board of Directors, and reports of the committees of the Board of Directors shall be recorded in the minute book of the Bank. The minutes of each such meeting shall be signed by the presiding officer and attested by the secretary of the meetings. SECTION 6.04. AMENDMENT OF BY-LAWS. These Bylaws may be amended by vote of a majority of the Directors. Bylaws of Bank One, National Association effective with merger of Ohio Banks. EXHIBIT 6 Securities and Exchange Commission Washington, D.C. 20549 CONSENT The undersigned, designated to act as Trustee under the Indenture for Argosy Gaming Company described in the attached Statement of Eligibility and Qualification, does hereby consent that reports of examinations by Federal, State, Territorial, or District Authorities may be furnished by such authorities to the Commission upon the request of the Commission. This Consent is given pursuant to the provision of Section 321(b) of the Trust Indenture Act of 1939, as amended. Bank One, NA Dated: April 5, 2001 By: /s/ David B. Knox Authorized Signer
BANK ONE, NA Call Date: 12/31/2000 State #: FFIEC 031 100 EAST BROAD STREET, OH1-1066 Vendor ID: D Cert #: 06559 RC-1 COLUMBUS, OH 43271 Transit #: 04400037 Transmitted to EDS as 0113747 on 01/30/01 at 17:02:43 CST 11
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2000 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC - BALANCE SHEET C400 < - Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from RCFD Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 0081 1,331,897 1.a b. Interest-bearing balances (2) 0071 7,297 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,586,276 2.b 3. Federal funds sold and securities purchased under agreements 1350 339,328 3 to resell 4. Loans and lease financing receivables: RCFD a. Loans and leases, net of unearned income (from Schedule RC-C) 2122 28,278,933 4.a b. LESS: Allowance for loan and lease losses 3123 396,633 4.b c. LESS: Allocated transfer risk reserve 3128 0 4.c d. Loans and leases, net of unearned income, RCFD allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 27,882,300 4.d 5. Trading assets (from Schedule RC-D) 3545 1,150 5. 6. Premises and fixed assets (including capitalized leases) 2145 357,847 6. 7. Other real estate owned (from Schedule RC-M) 2150 19,596 7. 8. Investments in unconsolidated subsidiaries and associated companies (from 2130 504,105 8. Schedule RC-M) 9. Customers' liability to this bank on acceptances outstanding 2155 0 9. 10. Intangible assets (from Schedule RC-M) 2143 70,910 10. 11. Other assets (from Schedule RC-F) 2160 2,616,192 11. 12. Total assets (sum of items 1 through 11) 2170 38,716,898 12
- ------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.
BANK ONE, NA Call Date: 12/31/2000 State #: FIEC 031 100 EAST BROAD STREET, OH1-1066 Vendor ID: D Cert #: 06559 RC-2 COLUMBUS, OH 43271 Transit #: 04400037 Transmitted to EDS as 0113747 on 01/30/01 at 17:02:43 CST 12

SCHEDULE RC - CONTINUED Dollar Amounts in Thousands - ---------------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from RCON Schedule RC-E, part I) RCON 2200 14,851,806 13.a (1) Noninterest-bearing (1) 6631 4,387,478 13.a.1 (2) Interest-bearing 6636 10,464,328 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from RCFN Schedule RC-E, part II) RCFN 2200 0 13.b (1) Noninterest-bearing 6631 0 13.b1 (2) Interest-bearing 6636 0 RCFD 13.b2 14. Federal funds purchased and securities sold under agreements 2800 6,790,619 14 to repurchase RCON 15. a. Demand notes issued to the U.S. Treasury 2840 1,570 15.a RCFD b. Trading liabilities (from Schedule RC-D) 3548 10,068 15.b 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): a. With a remaining maturity of one year or less 2332 10,286,376 16.a b. With a remaining maturity of more than one year through three A547 1,197,501 16.b years c. With a remaining maturity of more than three years A548 51,595 16.c 17. Not applicable 18. Bank's liability on acceptances executed and 2920 0 18 outstanding 19. Subordinated notes and debentures(2) 3200 1,460,000 19 20. Other liabilities (from Schedule RC-G) 2930 1,425,106 20 21. Total liabilities (sum of items 13 through 20) 2948 36,074,641 21 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common stock 3230 127,044 24 25. Surplus (exclude all surplus related to preferred 3839 1,837,177 25 stock) 26. a. Undivided profits and capital reserves 3632 670,750 26.a b. Net unrealized holding gains (losses) on available-for-sale 8434 7,286 26.b securities c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c 27. Cumulative foreign currency translation 3284 0 27 adjustments 28. Total equity capital (sum of items 23 through 27) 3210 2,642,257 28 29. Total liabilities and equity capital (sum of 3300 38,716,898 29 items 21 and 28) MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1999 RCFD NUMBER 6724 N/A M. 1
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work - ------------------------ (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. EX-99.1 14 a2044308zex-99_1.htm LETTER OF TRANSMITTAL Prepared by MERRILL CORPORATION www.edgaradvantage.com

ARGOSY GAMING COMPANY

LETTER OF TRANSMITTAL

Offer to exchange its
10³/4% Senior Subordinated Notes due 2009,
which have been registered under the Securities Act of 1933,
as amended, for any and all of its
outstanding 10³/4% Senior Subordinated Notes due 2009

Pursuant to the Prospectus dated  , 2001

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON , 2001, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

BANK ONE TRUST COMPANY, NA

By Mail or Overnight Delivery: By Hand Delivery:

Bank One Trust Company, NA
Corporate Trust Operations
1111 Polaris Parkway
Suite N1-OH1-0184
Columbus, Ohio 43240
Attention: Ms. Lora Marsch

Bank One Trust Company, NA
c/o First Chicago Corporate Trust Services
14 Wall Street
8th Floor
New York, New York 10005

Facsimile Transmissions:

(614) 248-9987

Confirm by Telephone:

(800) 346-5153

    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

    The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated , 2001 (the "Prospectus"), of Argosy Gaming Company, a Delaware corporation (the "Issuer"), and this Letter of Transmittal (the "Letter"), which together constitute the Issuer's offer (the "Exchange Offer") to exchange up to $150,000,000 in aggregate principal amount of its 10³/4% Senior Subordinated Notes due 2009 (the "Registered Notes"), for a like principal amount of its outstanding 10³/4% Senior Subordinated Notes due 2009 (the "Restricted Notes") that were issued and sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act").

    For each Restricted Note accepted for exchange, the holder of such Note will receive a Registered Note having a principal amount equal to that of the surrendered Restricted Note.

    This Letter is to be completed by a holder of Restricted Notes either if certificates are to be forwarded herewith or if a tender of certificates for Restricted Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Restricted Notes" section of the Prospectus and an Agent's Message (as defined herein) is not delivered. Holders of Restricted Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Restricted Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Restricted Notes according to the guaranteed delivery procedures set forth in

"The Exchange Offer—Procedures for Tendering Restricted Notes" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

    The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW

    List below the Restricted Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Restricted Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF RESTRICTED NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))

Certificate Number(s)*

Aggregate Principle Amount of Certificate(s)

Aggregate Principle Amount Tendered**

Total Restricted Notes

*   DOES NOT need to be completed by holders tendering Restricted Notes by book-entry transfer.

**  Unless otherwise indicated, it will be assumed that all Restricted Notes evidenced by each certificate delivered to the Exchange Agent are being tendered hereby. See Instruction 4.

    THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF RESTRICTED NOTES TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE RESTRICTED NOTES AS SET FORTH IN SUCH BOX ABOVE.

/ /

CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution

    Account Number

    Transaction Code Number

    By crediting Restricted Notes to the Exchange Agent's Account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting an Agent's Message to the Exchange Agent in which the holder of Restricted Notes acknowledges and agrees to be bound by the terms of this Letter, the participant in ATOP confirms on behalf of itself and the beneficial owners of such Restricted Notes all provisions of

this Letter applicable to it and such beneficial owners as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

/ /

CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Eligible Institution that guaranteed delivery

IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

Account Number

Transaction Code Number

/ /

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

    If the undersigned is not a broker-dealer, the undersigned represents that it is not participating in, and does not intend to participate in, a distribution of the Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes, it represents that the Restricted Notes to be exchanged for Registered Notes were acquired by it as a result of market-making 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 Registered 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 the Securities Act.

Ladies and Gentlemen:

    Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Restricted Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Restricted Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Restricted Notes as are being tendered hereby, and irrevocably constitutes and appoints the Exchange Agent as agent and attorney-in-fact to cause the Restricted Notes to be assigned, transferred and exchanged.

    The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Restricted Notes tendered hereby and to acquire Registered Notes issuable upon the exchange of such tendered Restricted Notes, and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents that (A) any Registered Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the holder; (B) it is not an "affiliate" of the Issuer as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"); (C) it is not participating in, and does not intend to participate in, and has no arrangement or understanding with any Person to participate in, a distribution of the Restricted Notes or the Registered Notes; and (D) if such holder is a broker or dealer registered under the Exchange Act, it will receive the Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities. Each broker-dealer referred to in clause (D) of the preceding sentence must acknowledge that it will deliver a prospectus in connection with any resale of such Registered Notes. The undersigned also warrants that acceptance of any tendered Restricted Notes by the Issuer and the issuance of Registered Notes in exchange therefor shall constitute performance in full by the Issuer of certain of its obligations under the Registration Rights Agreement.

    The undersigned also acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the Registered Notes issued in exchange for the Restricted Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) any such holder that is an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act and (ii) any broker-dealer that purchases Restricted Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other available exemption), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such Registered Notes and are not participating in, and do not intend to participate in, the distribution of the Registered Notes. However, the Issuer does not intend to request the SEC to consider, and the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. The undersigned acknowledges that any holder that is an affiliate of the Issuer, or is participating in or intends to participate in or has any arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaging in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes, it represents that the Restricted Notes to be exchanged for the Registered Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Registered 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 the Securities Act.

    The undersigned, if a California resident, hereby further represents and warrants that the undersigned (or the beneficial owner of the Restricted Notes tendered hereby, if not the undersigned) (i) is a bank, savings and loan association, trust company, insurance company, investment company registered under the Investment Company Act of 1940, pension or profit-sharing trust (other than a pension or profit-sharing trust of the Issuer, a self-employed individual retirement plan or individual retirement account), or a corporation which has a net worth on a consolidated basis according to its most recent audited financial statement of not less than $14,000,000, and (ii) is acquiring the Registered Notes for its own account for investment purposes (or for the account of the beneficial owner of such Registered Notes for investment purposes).

    The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Restricted Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall

be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus.

    Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the Registered Notes (and, if applicable, substitute certificates representing Restricted Notes for any Restricted Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Restricted Notes, please credit the account indicated above maintained at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Registered Notes (and, if applicable, substitute certificates representing Restricted Notes for any Restricted Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Restricted Notes Tendered."

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4) SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

    To be completed ONLY if certificates for Restricted Notes not exchanged and/or Registered Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Restricted Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.*

    To be completed ONLY if certificates for Restricted Notes not exchanged and/or Registered Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Restricted Notes Tendered" on this Letter above.

Issue: Registered Notes and/or Restricted Notes to:

Mail: Registered Notes and/or Restricted Notes to:

Name(s)

Name(s)

(Please Type or Print) (Please Type or Print)

Address

Address



(Include Zip Code)

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

(Complete Substitute Form W-9)

* Credit unexchanged Restricted Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility Account Number, if applicable)

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

Signature(s) of Owner:

Area Code and Telephone Number:

Date:

    If a holder is tendering any Restricted Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Restricted Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity:

Address:

(Including Zip Code)

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by
an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Date:

    IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR RESTRICTED NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

ARGOSY GAMING COMPANY
INSTRUCTIONS

Offer to exchange its
10³/4% Senior Subordinated Notes due 2009,
which have been registered under the Securities Act of 1933,
as amended, for any and all of its
outstanding 10³/4% Senior Subordinated Notes due 2009

    1.  Delivery of this Letter and Restricted Notes; Guaranteed Delivery Procedures.  This Letter is to be completed by Restricted Note holders either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Restricted Notes" section of the Prospectus and an Agent's Message is not delivered. Certificates for all physically tendered Restricted Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Restricted Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. The term "Agent's Message" means a message, transmitted by The Depository Trust Company (the "Book-Entry Transfer Facility") and received by the Exchange Agent and forming a part of the Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from a participant tendering Restricted Notes that are subject to the Book-Entry Confirmation and that such participant has received and agrees to be bound by this Letter and that the Issuer may enforce this Letter against such participant.

    Restricted Note holders whose certificates for Restricted Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Restricted Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Restricted Notes" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof or an Agent's Message in lieu hereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuer (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Restricted Notes and the amount of Restricted Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Restricted Notes, or a Book-Entry Confirmation, and any other documents required by the Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Restricted Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

    The method of delivery of this Letter, the Restricted Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Restricted Notes are sent by mail, it is suggested that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

    See "The Exchange Offer" section of the Prospectus.

    2.  Partial Tenders (Not Applicable to Restricted Note holders Who Tender by Book-Entry Transfer).  If less than all of the Restricted Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Restricted Notes to be tendered in the box above entitled "Description of Restricted Notes Tendered—Principal Amount Tendered". A reissued certificate representing the balance of untendered Restricted Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Restricted Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

    3.  Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.  If this Letter is signed by the registered holder of the Restricted Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

    If any tendered Restricted Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

    If any tendered Restricted Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

    When this Letter is signed by the registered holder or holders of the Restricted Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Restricted Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

    If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

    If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority to so act must be submitted.

    Endorsements on certificates for Restricted Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a clearing agency, insured credit union, a savings association or a commercial bank or trust company having an office or correspondent in the United States (each an "Eligible Institution").

    Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Restricted Notes are tendered: (i) by a registered holder of Restricted Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Restricted Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter, or (ii) for the account of an Eligible Institution.

    4.  Special Issuance and Delivery Instructions.  Tendering holders of Restricted Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Restricted Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Restricted Notes by book-entry transfer may request that Restricted Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Restricted Note holder may designate hereon. If no such instructions are given, such Restricted Notes not exchanged will be returned to the name or address of the person signing this Letter.

    5.  Tax Identification Number.  Federal income tax law generally requires that a tendering holder whose Restricted Notes are accepted for exchange must provide the Issuer (as payor) with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below, which in the case of a tendering holder who is an individual, is his or her social security number. If the Issuer is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery to such tendering holder of Registered Notes may be subject to backup withholding in an amount equal to 31% of all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained.

    Exempt holders of Restricted Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

    To prevent backup withholding, each tendering holder of Restricted Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Restricted Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Issuer a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Restricted Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: Checking this

box and writing "applied for" on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Issuer within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Issuer.

    6.  Transfer Taxes.  The Issuer will pay all transfer taxes, if any, applicable to the transfer of Restricted Notes to it or its order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Restricted Notes not exchanged 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 Restricted Notes tendered hereby, or if tendered Restricted Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Restricted Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of any such 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 such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

    Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Restricted Notes specified in this Letter.

    7.  Waiver of Conditions.  The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

    8.  No Conditional Tenders.  No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Restricted Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Restricted Notes for exchange.

    Neither the Issuer, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Restricted Notes nor shall any of them incur any liability for failure to give any such notice.

    9.  Mutilated, Lost, Stolen or Destroyed Restricted Notes.  Any holder whose Restricted Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

    10.  Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, may be directed to the Exchange Agent, at the address and telephone number indicated above.

    11.  Incorporation of Letter of Transmittal.  This Letter shall be deemed to be incorporated in and acknowledged and accepted by any tender through the Book-Entry Transfer Facility's ATOP procedures by any participant on behalf of itself and the beneficial owners of any Restricted Notes so tendered.

TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)

PAYER:  BANK ONE TRUST COMPANY, NA

Part 1 — Taxpayer Identification Number — for all accounts, enter taxpayer identification

TIN
(Social Security Number or
Employer Identification Number)

SUBSTITUTE
FORM W-9 Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE
"EXEMPT" HERE (SEE INSTRUCTIONS)

Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number
("TIN")
and Certification

Part 3 — Certification — UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, AND (3) I am a U.S. person or U.S. resident alien.

CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding (also see instructions in the enclosed Guidelines.)
SIGNATURE
   DATE

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that, notwithstanding the information I provided in Part 3 of the Substitute Form W-9 above (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), if I do not provide a taxpayer identification number to the Depositary within sixty (60) days, the Depositary is required to withhold 31% of all cash payments made to me thereafter until I provide a number.

Signature
Date

EX-99.2 15 a2044308zex-99_2.htm NOTICE OF GUARANTEED DELIVERY Prepared by MERRILL CORPORATION www.edgaradvantage.com
QuickLinks -- Click here to rapidly navigate through this document
ARGOSY GAMING COMPANY

NOTICE OF GUARANTEED DELIVERY
Offer to exchange its
10³/4% Senior Subordinated Notes due 2009,
which have been registered under the Securities Act of 1933,
as amended, for any and all of its
outstanding 10³/4% Senior Subordinated Notes due 2009
Pursuant to the Prospectus dated          , 2001

    This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Argosy Gaming Company, a Delaware corporation (the "Issuer"), made pursuant to the Prospectus, dated            , 2001 (the "Prospectus"), if certificates for the outstanding 10³/4% Senior Subordinated Notes due 2009 of the Issuer (the "Restricted Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Issuer prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Bank One Trust Company, NA (the "Exchange Agent") as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Restricted Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

The Exchange Agent for the Exchange Offer is:

BANK ONE TRUST COMPANY, NA

By Mail or Overnight Delivery:
Bank One Trust Company, NA
Corporate Trust Operations
1111 Polaris Parkway
Suite N1-OH1-0184
Columbus, Ohio 43240
Attention: Ms. Lora Marsch

By Hand Delivery:
Bank One Trust Company, NA
c/o First Chicago Corporate Trust Services
14 Wall Street
8th Floor
New York, New York 10005

Facsimile Transmissions:

(614) 248-9987

Confirm by Telephone:

(800) 346-5153

    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

    The undersigned hereby tenders to the Issuer, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the principal amount of Restricted Notes set forth below pursuant to the guaranteed delivery procedures described in the Prospectus and the Letter of Transmittal.

    The undersigned understands and acknowledges that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2001, unless extended by the Issuer. With respect to the Exchange Offer, "Expiration Date" means such time and date, or if the Exchange Offer is extended, the latest time and date to which the Exchange Offer is so extended by the Issuer.

    All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

SIGNATURES

Signature of Owner

Signature of Owner (if more than one)

Dated:

, 2001

Name(s):

(Please Print)

Address:

(Include Zip Code)

Area Code and
Telephone No.:

Capacity (full title), if signing in a representative capacity:

Taxpayer Identification or Social Security No.:

Principal amount of Restricted Notes

Exchanged: $

Certificate Nos. of Restricted Notes (if available)

Total $

IF RESTRICTED NOTES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER, PROVIDE THE DEPOSITORY TRUST COMPANY ("DTC") ACCOUNT NO.:

Account No.

2

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

    The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a clearing agency, insured credit union, a savings association or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Restricted Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Restricted Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer — Procedures for Tendering Restricted Notes" section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution hereof.

Name of Firm:

Address:

Area Code and Telephone No.:



Authorized Signature

Name:

Please Print

Title:

Date:

, 2001

NOTE: DO NOT SEND RESTRICTED NOTE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR RESTRICTED NOTES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

3

QuickLinks
The Exchange Agent for the Exchange Offer is:
BANK ONE TRUST COMPANY, NA
EX-99.3 16 a2044308zex-99_3.htm REGISTERED HOLDERS LETTER Prepared by MERRILL CORPORATION www.edgaradvantage.com

ARGOSY GAMING COMPANY

Instruction to Registered Holder and/or Depository
Trust Company Participant from Beneficial Owner

Offer to Exchange its
10³/4% Senior Subordinated Notes due 2009,
which have been registered under the Securities Act of 1933,
as amended, for any and all of its
outstanding 10³/4% Senior Subordinated Notes due 2009

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2001, UNLESS THE OFFER IS EXTENDED (THE EXPIRATION DATE). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Registered Holder and/or Depository Trust Company Participant:

    The undersigned hereby acknowledges receipt of the Prospectus dated            , 2001 (as the same may be amended or supplemented from time to time, the "Prospectus") of Argosy Gaming Company, a Delaware corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange up to $150,000,000 in aggregate principal amount of its 10³/4% Senior Subordinated Notes due 2009 (the "Registered Notes") for up to $150,000,000 in aggregate principal amount of its outstanding 10³/4% Senior Subordinated Notes due 2009 (the "Restricted Notes") that were issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

    This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Restricted Notes held by you for the account of the undersigned.

    The aggregate face amount of the Restricted Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

    $                    of the 10³/4% Senior Subordinated Notes due 2009.

    With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

/
/  To TENDER the following Restricted Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF RESTRICTED NOTES TO BE TENDERED (IF LESS THAN ALL)): $

/
/  NOT to TENDER any Restricted Notes held by you for the account of the undersigned.

    If the undersigned instructs you to tender the Restricted Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (1) the undersigned is not an "affiliate" of the Company, (2) any Registered Notes to be received by the undersigned are being acquired in the ordinary course of its business, (3) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of Registered Notes to be received in the Exchange Offer, and (4) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of such

Registered Notes. The Company may require the undersigned, as a condition to the undersigned's eligibility to participate in the Exchange Offer, to furnish to the Company (or an agent thereof) in writing information as to the number of "beneficial owners" within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 on behalf of whom the undersigned holds the Restricted Notes to be exchanged in the Exchange Offer. By tendering Restricted Notes pursuant to the Exchange Offer, a holder of Restricted Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that such Restricted Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities, and it will deliver a Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Registered Notes (provided that, by so acknowledging and by delivering a Prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act).

SIGN HERE


Name of beneficial owner(s)




Signature




Name(s) (please print)




(Address)


(Telephone Number)


(Taxpayer Identification or Social Security Number)


Date

2

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By Mail or Overnight Delivery:		By Hand Delivery:
Bank One Trust Company, NA Corporate Trust Operations 1111 Polaris Parkway Suite N1-OH1-0184 Columbus, Ohio 43240 Attention: Ms. Lora Marsch		Bank One Trust Company, NA c/o First Chicago Corporate Trust Services 14 Wall Street 8th Floor New York, New York 10005


DESCRIPTION OF RESTRICTED NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate Number(s)*	Aggregate Principle Amount of Certificate(s)	Aggregate Principle Amount Tendered**






		Total Restricted Notes

* DOES NOT need to be completed by holders tendering Restricted Notes by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Restricted Notes evidenced by each certificate delivered to the Exchange Agent are being tendered hereby. See Instruction 4.


/ /		CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
		Name of Tendering Institution
		Account Number
		Transaction Code Number


/ /		CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
		Name of Registered Holder
		Window Ticket Number (if any)
		Date of Execution of Notice of Guaranteed Delivery
		Name of Eligible Institution that guaranteed delivery
		IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
		Account Number
		Transaction Code Number
/ /		CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
		Name:
		Address:


SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY if certificates for Restricted Notes not exchanged and/or Registered Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Restricted Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.*		To be completed ONLY if certificates for Restricted Notes not exchanged and/or Registered Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Restricted Notes Tendered" on this Letter above.
Issue: Registered Notes and/or Restricted Notes to:		Mail: Registered Notes and/or Restricted Notes to:
Name(s)		Name(s)
(Please Type or Print)		(Please Type or Print)
Address		Address
(Include Zip Code)		(Include Zip Code)
(Taxpayer Identification or Social Security Number)
(Complete Substitute Form W-9)
* Credit unexchanged Restricted Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
(Book-Entry Transfer Facility Account Number, if applicable)

PAYER: BANK ONE TRUST COMPANY, NA
	Part 1 — Taxpayer Identification Number — for all accounts, enter taxpayer identification	TIN (Social Security Number or Employer Identification Number)
SUBSTITUTE FORM W-9	Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE (SEE INSTRUCTIONS)
Department of the Treasury Internal Revenue Service Payer's Request for Taxpayer Identification Number ("TIN") and Certification	Part 3 — Certification — UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, AND (3) I am a U.S. person or U.S. resident alien.
	CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding (also see instructions in the enclosed Guidelines.) SIGNATURE DATE

SIGNATURES
Signature of Owner
Signature of Owner (if more than one)
Dated:		, 2001
Name(s):

	(Please Print)
Address:


	(Include Zip Code)
Area Code and Telephone No.:
Capacity (full title), if signing in a representative capacity:

Taxpayer Identification or Social Security No.:



Principal amount of Restricted Notes
Exchanged: $
Certificate Nos. of Restricted Notes (if available)



Total $
IF RESTRICTED NOTES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER, PROVIDE THE DEPOSITORY TRUST COMPANY ("DTC") ACCOUNT NO.:
Account No.

Area Code and Telephone No.:


Authorized Signature
Name:
	Please Print
Title:
Date:		, 2001