Caesars Entertainment Corp, et al. – ‘S-3’ on 9/20/95 – EX-4.40

As of:  Wednesday, 9/20/95   ·   Accession #:  950112-95-2453   ·   File #s:  33-62783, -01

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         41    214K 
                          Pursuant to a Transaction                              
 2: EX-4.40     Instrument Defining the Rights of Security Holders    77    265K 
 3: EX-4.41     Instrument Defining the Rights of Security Holders    84    244K 
 4: EX-4.42     Instrument Defining the Rights of Security Holders   107    318K 
 5: EX-4.43     Instrument Defining the Rights of Security Holders   106    317K 
 6: EX-12       Statement re: Computation of Ratios                    2±    13K 
 7: EX-24.1     Power of Attorney                                      1      7K 
 8: EX-26.1     Invitation for Competitive Bids                        7     21K 
 9: EX-26.2     Invitation for Competitive Bids                        7     21K 
10: EX-26.3     Invitation for Competitive Bids                        7     21K 
11: EX-26.4     Invitation for Competitive Bids                        7     21K 

EX-4.40   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                    Exhibit 4.40

   HARRAH'S OPERATING COMPANY, INC.,
Issuer  

 HARRAH'S ENTERTAINMENT, INC.,
 Guarantor

 and

NATIONSBANK OF
  TENNESSEE, N.A.,
 Trustee

 Indenture

Dated as of _______ __, ____

$___________

_____% Senior Secured Notes Due ____

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PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

        SECTION 101. Definitions  . . . . . . . . . . . . . . . . . . . . .    2
        SECTION 102. Compliance Certificates and Opinions . . . . . . . . .   15
        SECTION 103. Form of Documents Delivered to Trustee . . . . . . . .   16
        SECTION 104. Acts of Holders  . . . . . . . . . . . . . . . . . . .   17
SECTION 105. Notices, Etc., to Trustee, the Company and the     
                     Guarantor  . . . . . . . . . . . . . . . . . . . . . .   18
        SECTION 106. Notice to Holders; Waiver  . . . . . . . . . . . . . .   19
        SECTION 107. Conflict with Trust Indenture Act  . . . . . . . . . .   19
        SECTION 108. Effect of Headings and Table of Contents . . . . . . .   19
        SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . .   19
        SECTION 110. Separability Clause  . . . . . . . . . . . . . . . . .   20
        SECTION 111. Benefits of Indenture  . . . . . . . . . . . . . . . .   20
        SECTION 112. Governing Law  . . . . . . . . . . . . . . . . . . . .   20
        SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . .   20
SECTION 114. Incorporators, Stockholders, Officers and Directors
     of the Company or the Guarantor Exempt from
                     Individual Liability . . . . . . . . . . . . . . . . .   20
        SECTION 115. Duplicate Originals  . . . . . . . . . . . . . . . . .   21

 ARTICLE TWO

SECURITY FORMS

        SECTION 201. Forms Generally  . . . . . . . . . . . . . . . . . . .   21
        SECTION 202. Form of Trustee's Certificate of Authentication  . . .   22

 ARTICLE THREE

THE SECURITIES

        SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . .   23
        SECTION 302. Denominations  . . . . . . . . . . . . . . . . . . . .   26
        SECTION 303. Execution, Authentication, Delivery and Dating . . . .   26
        SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . .   28
        SECTION 305. Registration, Registration of Transfer and Exchange  .   28
        SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . .   30
        SECTION 307. Payment of Interest; Interest Rights Preserved . . . .   31
        SECTION 308. Persons Deemed Owners  . . . . . . . . . . . . . . . .   32

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        SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . .   32
        SECTION 310. Computation of Interest  . . . . . . . . . . . . . . .   33
        SECTION 311. CUSIP Numbers  . . . . . . . . . . . . . . . . . . . .   33

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction, Discharge of the Indenture and       
                     Defeasance of the Securities . . . . . . . . . . . . .   33
SECTION 402. Termination of Obligations upon Cancellation of the
                     Securities . . . . . . . . . . . . . . . . . . . . . .   35
        SECTION 403. Survival of Certain Obligations  . . . . . . . . . . .   36
        SECTION 404. Acknowledgement of Discharge by Trustee  . . . . . . .   36
        SECTION 405. Application of Trust Money . . . . . . . . . . . . . .   37
        SECTION 406. Repayment to the Company . . . . . . . . . . . . . . .   37
        SECTION 407. Reinstatement  . . . . . . . . . . . . . . . . . . . .   37

ARTICLE FIVE

REMEDIES

        SECTION 501. Events of Default  . . . . . . . . . . . . . . . . . .   38
SECTION 502. Acceleration of Maturity Date; Rescission and      
                     Annulment  . . . . . . . . . . . . . . . . . . . . . .   40
SECTION 503. Collection of Indebtedness and Suits for           
                     Enforcement by Trustee . . . . . . . . . . . . . . . .   41
        SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . .   42
SECTION 505. Trustee May Enforce Claims Without Possession of   
                     Securities . . . . . . . . . . . . . . . . . . . . . .   43
        SECTION 506. Application of Money Collected . . . . . . . . . . . .   43
        SECTION 507. Limitation on Suits  . . . . . . . . . . . . . . . . .   44
SECTION 508. Unconditional Right of Holders to Receive          
                     Principal, Premium and Interest  . . . . . . . . . . .   45
        SECTION 509. Restoration of Rights and Remedies . . . . . . . . . .   45
        SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . .   45
        SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . .   46
        SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . .   46
        SECTION 513. Waiver of Past Default . . . . . . . . . . . . . . . .   46
        SECTION 514. Undertaking for Costs  . . . . . . . . . . . . . . . .   47
        SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . .   47

 ARTICLE SIX

 THE TRUSTEE

        SECTION 601. Certain Duties and Responsibilities  . . . . . . . . .   48
        SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . .   49
        SECTION 603. Certain Rights of Trustee  . . . . . . . . . . . . . .   50

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SECTION 604. Not Responsible for Recitals or Issuance of        
                     Securities . . . . . . . . . . . . . . . . . . . . . .   51
        SECTION 605. May Hold Securities  . . . . . . . . . . . . . . . . .   51
        SECTION 606. Money Held in Trust  . . . . . . . . . . . . . . . . .   51
        SECTION 607. Compensation and Reimbursement . . . . . . . . . . . .   52
        SECTION 608. Corporate Trustee Required; Eligibility  . . . . . . .   53
        SECTION 609. Resignation and Removal; Appointment of Successor  . .   53
        SECTION 610. Acceptance of Appointment by Successor . . . . . . . .   55
SECTION 611. Merger, Conversion, Consolidation or Succession to 
                     Business . . . . . . . . . . . . . . . . . . . . . . .   56
        SECTION 612. Preferential Collection of Claims Against Company  . .   57
        SECTION 613. Appointment of Authenticating Agent  . . . . . . . . .   57

 ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS
BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of  
                     Holders  . . . . . . . . . . . . . . . . . . . . . . .   58
SECTION 702. Preservation of Information; Communications to     
                     Holders  . . . . . . . . . . . . . . . . . . . . . . .   59
        SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . .   59
        SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . .   60

 ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE,
 CONVEYANCE, TRANSFER OR LEASE

SECTION 801. The Company May Consolidate, etc., Only on Certain 
                     Terms  . . . . . . . . . . . . . . . . . . . . . . . .   61
        SECTION 802. Successor Substituted for the Company  . . . . . . . .   63

ARTICLE NINE

 SUPPLEMENTAL INDENTURES

        SECTION 901. Supplemental Indentures Without Consent of Holders . .   64
SECTION 902. Amendments, Supplemental Indentures and Waivers    
                     with Consent of Holders  . . . . . . . . . . . . . . .   65
        SECTION 903. Execution of Amendment or Supplemental Indentures  . .   66
        SECTION 904. Effect of Amendment or Supplemental Indentures . . . .   67
        SECTION 905. Conformity with Trust Indenture Act  . . . . . . . . .   67
SECTION 906. Reference in Securities to Amendments or           
                     Supplemental Indentures  . . . . . . . . . . . . . . .   67

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 ARTICLE TEN

 COVENANTS

        SECTION 1001.       Payment of Principal, Premium and Interest  . .   67
        SECTION 1002.       Maintenance of Office or Agency . . . . . . . .   68
SECTION 1003.       Money for Security Payments to Be Held in   
                            Trust . . . . . . . . . . . . . . . . . . . . .   68
SECTION 1004.       Statements of Officers of the Company and   
              the Guarantor as to Default; Notice of
                            Default . . . . . . . . . . . . . . . . . . . .   70
        SECTION 1005.       Existence . . . . . . . . . . . . . . . . . . .   71
        SECTION 1006.       Maintenance of Properties . . . . . . . . . . .   71
        SECTION 1007.       Payment of Taxes and Other Claims . . . . . . .   71
        SECTION 1008.       Limitation on Layering Debt . . . . . . . . . .   72
        SECTION 1009.       Limitation on Status as Investment Company  . .   72

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

        SECTION 1101.       Right of Redemption . . . . . . . . . . . . . .   72
        SECTION 1102.       Applicability of Article  . . . . . . . . . . .   72
        SECTION 1103.       Election to Redeem; Notice to Trustee . . . . .   72
SECTION 1104.       Selection by Trustee of Securities to Be    
                            Redeemed  . . . . . . . . . . . . . . . . . . .   73
        SECTION 1105.       Notice of Redemption  . . . . . . . . . . . . .   73
        SECTION 1106.       Deposit of Redemption Price . . . . . . . . . .   74
        SECTION 1107.       Securities Payable on Redemption Date . . . . .   74
        SECTION 1108.       Securities Redeemed in Part . . . . . . . . . .   75
        SECTION 1109.       Redemption to Comply with Gaming Laws . . . . .   75

ARTICLE TWELVE

 GUARANTEE

        SECTION 1201.       Guarantee . . . . . . . . . . . . . . . . . . .   76
        SECTION 1202.       Execution and Delivery of Guarantee . . . . . .   77
        SECTION 1203.       Release of Guarantor  . . . . . . . . . . . . .   78
        SECTION 1204.       When Guarantor May Merge, etc . . . . . . . . .   80

ARTICLE THIRTEEN

SECURITY

        SECTION 1301.       Security Interests  . . . . . . . . . . . . . .   81
        SECTION 1302.       Recording, etc  . . . . . . . . . . . . . . . .   81
        SECTION 1303.       Lien Subordination  . . . . . . . . . . . . . .   83
        SECTION 1304.       Enforcement of Security . . . . . . . . . . . .   83

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        SECTION 1305.       Intercreditor Arrangements Amongst the Banks  .   84
        SECTION 1306.       Reliance on Opinion of Counsel  . . . . . . . .   84
        SECTION 1307.       Purchaser May Rely  . . . . . . . . . . . . . .   84
        SECTION 1308.       Payment of Expenses . . . . . . . . . . . . . .   84
        SECTION 1309.       Suits to Protect the Collateral . . . . . . . .   84
        SECTION 1310.       Trustee's Duties  . . . . . . . . . . . . . . .   85

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  118

SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . .  118

ACKNOWLEDGEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  118

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  HARRAH'S OPERATING COMPANY, INC.
Certain Sections of this Indenture relating to
 Sections 310 through 318 of the
Trust Indenture Act of 1939:
Trust Indenture                                          Indenture              
Act Section                                              Section                
---------------                                          ---------              
310(a)(1) . . . . . . . . . . . . . . . . . . . . . .    608                    
(a)(2)        . . . . . . . . . . . . . . . .   608             
(a)(3)        . . . . . . . . . . . . . . . .   Not Applicable  
(a)(4)        . . . . . . . . . . . . . . . .   Not Applicable  
(b)           . . . . . . . . . . . . . . . .   608             
311(a)                . . . . . . . . . . . . . . . .   609                     
(b)           . . . . . . . . . . . . . . . .   612             
312(a)                . . . . . . . . . . . . . . . .   701                     
(a)           . . . . . . . . . . . . . . . .   702             
(b)           . . . . . . . . . . . . . . . .   702(b)          
(c)           . . . . . . . . . . . . . . . .   702(c)          
313(a)                . . . . . . . . . . . . . . . .   703(a)                  
(a)(4)        . . . . . . . . . . . . . . . .   703(a)          
(b)           . . . . . . . . . . . . . . . .   703(a)          
   (c)           . . . . . . . . . . . . . . . .   703(a), (b) and (c)
(d)           . . . . . . . . . . . . . . . .   703(c)          
314(a)                . . . . . . . . . . . . . . . .   704                     
(b)           . . . . . . . . . . . . . . . .   Not Applicable  
(c)(1)        . . . . . . . . . . . . . . . .   102             
(c)(2)        . . . . . . . . . . . . . . . .   102             
(c)(3)        . . . . . . . . . . . . . . . .   Not Applicable  
(d)           . . . . . . . . . . . . . . . .   Not Applicable  
(e)           . . . . . . . . . . . . . . . .   102             
315(a)                . . . . . . . . . . . . . . . .   601(a)                  
(b)           . . . . . . . . . . . . . . . .   602             
(c)           . . . . . . . . . . . . . . . .   601(b)          
(d)           . . . . . . . . . . . . . . . .   601(c)          
(e)           . . . . . . . . . . . . . . . .   514             
316(a)                . . . . . . . . . . . . . . . .   101                     
(a)(1)(A)     . . . . . . . . . . . . . . . .   502, 512        
(a)(1)(B)     . . . . . . . . . . . . . . . .   513             
(a)(2)        . . . . . . . . . . . . . . . .   Not Applicable  
(b)           . . . . . . . . . . . . . . . .   508             
(c)           . . . . . . . . . . . . . . . .   104(e)          
317(a)(1)             . . . . . . . . . . . . . . . .   503                     
(a)(2)        . . . . . . . . . . . . . . . .   504             
(b)           . . . . . . . . . . . . . . . .   103             
318(a)                . . . . . . . . . . . . . . . .   107                     
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.                                                          

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INDENTURE, dated as of _____ __, 199__, among Harrah's Operating
Company, Inc., a corporation duly organized and existing under the laws of      
the State of Delaware (herein called the "Company"), having its principal       
office at 1023 Cherry Road, Memphis, Tennessee 38117, Harrah's Entertainment,   
Inc., a corporation duly organized and existing under the laws of the State     
of Delaware (herein called the "Guarantor"), having its principal office at 1023
Cherry Road, Memphis, Tennessee 38117, and NationsBank of Tennessee, having its 
principal corporate trust office at ___________________________________, as     
Trustee (herein called the "Trustee").                                          

RECITALS

  The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its Senior Secured   
Notes to be issued in one or more series (the "Securities"), as herein provided,
up to such principal amount as may from time to time be authorized in or        
pursuant to one or more resolutions of the Board of Directors or by supplemental
indenture.                                                                      

        The Guarantor has duly authorized its guarantee (the "Guarantee") of all
of the Company's obligations under the Securities, and to provide therefor the  
Guarantor has duly authorized the execution and delivery of this Indenture.     

    All things necessary to make this Indenture a valid agreement of the
Company and the Guarantor, in accordance with its terms, have been done.        

NOW, THEREFORE, THIS INDENTURE WITNESSETH:                      

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

 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101.      Definitions.                                                  

 For all purposes of this Indenture and any indenture supplemental
hereto, except as otherwise expressly provided or unless the context otherwise  
requires:                                                                       

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

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                  (2)       all other terms used herein which are defined in the
      Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;                              

               (3)       all accounting terms not otherwise defined herein
        have the meanings assigned to them in accordance with generally accepted
accounting principles; and                                      

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

    Certain terms, used principally in Article Five, are defined in that
Article.                                                                        

"Acceleration Notice" has the meaning specified in Section 502. 

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

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common      
control with such specified Person.  For the purposes of this definition,       
"control" when used with respect to any specified Person means the power to     
direct the management and policies of such Person, directly or indirectly,      
whether through the ownership of voting securities, by contract or otherwise;   
and the terms "controlling" and "controlled" have meanings correlative to the   
foregoing.                                                                      

       "Associate" has the meaning ascribed thereto under Rule 12b-2 under the
Exchange Act.                                                                   

        "Authenticating Agent" means any Person authorized by the Trustee to act
on behalf of the Trustee to authenticate Securities.                            

        "Bank Obligations" means all obligations of the Company under the Credit
Agreement and the Bank Security Documents.                                      

"Bank Security Documents" means [insert titles of relevant bank 
documents].                                                                     

 "Bank Security Interests" means the Liens on the Other Collateral
created by the Bank Security Documents for the benefit of the Banks.            

  "Bankruptcy Law" means Title 11, United States Code or any similar
Federal or state law for the relief of debtors.                                 

        "Banks" means [insert names of the banks party to the Credit Agreement].

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       "Board of Directors" means the board of directors of the Company or the
Guarantor, as the case may be, or any duly authorized committee of such board.  

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full   
force and effect on the date of such certification, and delivered to the        
Trustee.                                                                        

  "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in the Borough of        
Manhattan, the City of New York, are authorized or obligated by law or executive
order to close.                                                                 

       "Capital Stock" means, with respect to any Person, any capital stock of
such Person and shares, interests, participations or other ownership interests  
(however designated), of any Person and any rights (other than debt securities  
convertible into corporate stock), warrants or options to purchase any thereof, 
other than (except with respect to the definition of "Redeemable Stock"), in all
such cases, Redeemable Stock.                                                   

        "Capitalized Lease Obligation" means, with respect to any Person for any
period, any obligations of such Person to pay rent or other amounts under a     
lease that is required to be capitalized for financial reporting purposes in    
accordance with GAAP and the amount of such obligation shall be the capitalized 
amount thereof determined in accordance with such principles.                   

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

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     "Collateral" means the Specified Collateral and the Other Collateral.

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company or the Guarantor, as the case may be, by its  
Chairman of the Board, its President or a Vice President, and by its Treasurer, 
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered  
to the Trustee.                                                                 

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     "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust       
business shall be administered, which, as of the date of this Indenture, is     
located at ______________________.                                              

       "Credit Agreement" means collectively the Credit Agreement, dated as of
July 22, 1993 and amended and restated as of June 9, 1995, among The Promus     
Companies Incorporated, Embassy Suites, Inc., certain subsidiaries of Embassy   
Suites, Inc., various banks, Bankers Trust Company, The Bank of New York, CIBC, 
Inc., Credit Lyonnais, Atlanta Agency, First Interstate Bank of California, the 
Long-Term Credit Bank of Japan, Limited, New York Branch, NationsBank of        
Georgia, N.A., Societe Generale and Sumitomo Bank, Limited, New York Branch, as 
Agents, and Bankers Trust Company, as Administrative Agent, and the Credit      
Agreement, dated as of June 9, 1995, among The Promus Companies Incorporated,   
Embassy Suites, Inc., certain subsidiaries of Embassy Suites, Inc., various     
banks, Bankers Trust Company, The Bank of New York, CIBC, Inc., Credit Lyonnais,
Atlanta Agency, First Interstate Bank of California, The Long-Term Credit Bank  
of Japan, Limited, New York Branch, NationsBank of Georgia, N.A., Societe       
Generale and The Sumitomo Bank, Limited, New York Branch, as Agents, and Bankers
Trust Company, as Administrative Agent, together with all notes, collateral and 
security documents, guarantees and other documents delivered in connection      
therewith, as such agreements may hereafter be amended (including any           
amendments and restatements thereof), supplemented, replaced, or otherwise      
modified from time to time.                                                     

"Custodian" means any receiver, trustee, assignee, liquidator,  
sequestrator, custodian or similar official under any Bankruptcy Law.           

       "Debt" of any Person means, at any date, all obligations, contingent or
otherwise, (i) of such Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion    
thereof), (ii) of such Person evidenced by bonds, debentures, notes or other    
similar instruments, if and to the extent any of the foregoing described in     
clauses (i) and (ii) would appear as a liability on the balance sheet of such   
Person, (iii) of such Person in respect of bankers acceptances, letters of      
credit or other similar instruments (or reimbursement obligations with respect  
thereto), (iv) of such Person under Capitalized Lease Obligations, (v) all Debt 
secured by a Lien on any asset of such Person, whether or not such Debt is      
assumed by such Person, (vi) all Debt of others guaranteed by such Person (but  
only to the extent of such guarantees), (vii) to the extent not otherwise       
included, obligations of such Person under currency agreements and Interest Rate
Agreements, (viii) the liquidation preference and any mandatory redemption      
payment obligations (without duplication) of such Person's Subsidiaries in      
respect of preferred stock issued by any such Subsidiary and (ix) in the case of
such Person, the liquidation preference and any mandatory redemption payment    
obligations (without duplication) in respect of Redeemable Stock.  In addition, 
"Debt" of any Person shall include Debt described in the foregoing clauses (i)  
and (ii) that would not appear as a liability on the balance sheet of such      
Person if (1) such Debt is the obligation of a partnership or joint venture that

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is not a Subsidiary of such Person (the "Joint Venture"), (2) such Person or a  
Subsidiary of such Person is a general partner of the Joint Venture (the        
"General Partner"), and (3) there is recourse, by contract or operation of law, 
with respect to payment of such obligations to property or assets of such Person
or a Subsidiary of such Person; then such Debt shall be included in an amount   
not to exceed the greater of (A) the net assets of the General Partner, and (B) 
the amount of such obligations to the extent that there is recourse, by contract
or operation of law, to the property or assets of such Person or a Subsidiary of
such Person (other than the General Partner).  In the case of Debt of others    
secured by a Lien to which the assets owned or held by such Person is subject,  
the amount of the Debt of such Person at any date shall be the lesser of the    
fair market value at such date of determination of any asset subject to a Lien  
securing the Debt of others and the amount of the Debt secured.                 

"Defaulted Interest" has the meaning specified in Section 307.  

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

    "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.        

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

        "Gaming Authority" means the Nevada Gaming Commission, the Nevada Gaming
Control Board, the New Jersey Casino Control Commission, the New Jersey Division
of Gaming Enforcement or any similar commission or agency which has, or may at  
any time after the date of this Indenture have, jurisdiction over the gaming    
activities of the Company or the Guarantor or a Subsidiary of the Company or the
Guarantor or any successor thereto.                                             

      "Gaming Laws" means the gaming laws of a jurisdiction or jurisdictions
to which the Company, the Guarantor or a Subsidiary of any of them is, or may at
any time after the date of this Indenture be, subject.                          

      "Group" means a group as that term is used in Sections 13(d) and 14(d)
of the Exchange Act.                                                            

    "Guarantee" shall have the meaning set forth in Section 1201 hereof.

  "Guarantor" means the person named as the "Guarantor" in the first
paragraph of this instrument until a successor Person replaces it pursuant to   
the terms hereof and thereafter means such successor and any other Person which,
pursuant to the terms hereof, shall guarantee any of the obligations of the     
Securities.                                                                     

     "Holder" means a Person in whose name a Security is registered in the
Security Register and, when used with respect to any Security or Securities,    
means the Person or Persons in whose name such Security is, or Securities are,  
registered in the Security Register.                                            

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"Incur" means, directly or indirectly, to create, incur, assume,
guarantee or otherwise become liable for; "Incurrence" has a correlative        
meaning.                                                                        

       "Indenture" means this instrument as originally executed or, if amended
or supplemented as provided herein, as so supplemented or amended.              

       "Indenture Obligations" means all obligations of the Company under this
Indenture and the Security Documents.                                           

      "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.                                                     

        "Interest Rate Agreement" means any obligation of any Person pursuant to
any arrangement with any other Person whereby, directly or indirectly, such     
Person is entitled to receive from time to time periodic payments calculated by 
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such Person calculated by applying a  
fixed or floating rate of interest on the same notional amount; provided, that  
the term "Interest Rate Agreement" shall also include any obligations of such   
Person under interest rate exchange, collar, cap, swap option or similar        
agreements providing interest rate protection.                                  

       "Lien" means any mortgage, pledge, lien, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal   
property, or a security interest of any kind (including any conditional sale or 
other title retention agreement, any lease in the nature thereof, any option or 
other agreement to sell and any filing of or agreement to give any financing    
statement under the Uniform Commercial Code (or similar statutes) of any        
jurisdiction).                                                                  

       "Maturity Date," when used with respect to any Security, means the date
on which the principal of such Security becomes due and payable as therein or   
herein provided, whether at the Stated Maturity or by declaration of            
acceleration, call for redemption on a Redemption Date or otherwise.            

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

      "Opinion of Counsel" means a written opinion of legal counsel, who may
be an employee of or counsel for the Company or the Guarantor, as the case may  
be, and who shall be reasonably acceptable to the Trustee.                      

 "Other Collateral" means all of the assets of the Company and its
Subsidiaries other than Specified Collateral.                                   

     "Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered   
under this Indenture, except:                                                   

                (i)       Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;                      

               (ii)       Securities, or portions thereof, for which payment
or redemption money in the necessary amount has been theretofore
       deposited with the Trustee or any Paying Agent (other than the Company)
    in trust or set aside and segregated in trust by the Company (if the
  Company shall act as its own Paying Agent) for the Holders of such
        Securities; provided that, if such Securities are to be redeemed, notice
    of such redemption has been duly given pursuant to this Indenture or
       provision therefor satisfactory to the Trustee has been made; provided,
       further, that if for any reason such Securities are not redeemed on the
Redemption Date, such Securities will be deemed Outstanding; and

                 (iii)      Securities which have been replaced or paid pursuant
      to Section 306 or in exchange for or in lieu of which other Securities
       have been authenticated and delivered pursuant to this Indenture, other
  than any such Securities in respect of which there shall have been
      presented to the Trustee proof satisfactory to it that such Securities
    are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company;                               

provided, however, that in determining whether the Holders of the requisite     
principal amount of the Outstanding Securities have given any request, demand,  
authorization, direction, notice, consent or waiver hereunder, Securities owned 
by the Company, the Guarantor or any other obligor upon the Securities or any   
Affiliate of the Company, the Guarantor or of such other obligor shall be       
disregarded and deemed not to be Outstanding, except that, in determining       
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the  

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Trustee knows to be so owned shall be so disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee   
establishes to the satisfaction of the Trustee the pledgee's right so to act    
with respect to such Securities and that the pledgee is not the Company, the    
Guarantor or any other obligor upon the Securities or any Affiliate of the      
Company, the Guarantor or of such other obligor.                                

     "Paying Agent" means any Person authorized by the Company pursuant to
this Indenture to pay the principal of, premium (if any) or interest on, any    
Securities on behalf of the Company.                                            

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

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such 
particular Security; and, for the purposes of this definition, any Security     
authenticated and delivered under Section 306 in exchange for or in lieu of a   
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the   
same debt as the mutilated, destroyed, lost or stolen Security.                 

    "Redeemable Stock" means any series or class of Capital Stock of the
Company which is or may be required to be redeemed, in whole or in part, or may 
be put to the Company or any of its Subsidiaries, in whole or in part, at the   
option of the Holder thereof, on or prior to the maturity of the Securities, or 
is or may be, mandatorily or at the option of the holder thereof, convertible or
exchangeable into or exercisable for such Capital Stock of the Company on or    
prior to the maturity of the Securities; provided, however, that such Capital   
Stock will not be Redeemable Stock if it is redeemable prior to the maturity of 
the Securities only if:  (A) the holder or a beneficial owner of such equity    
security is required to qualify under the gaming laws of any jurisdiction to    
which such Person or any Subsidiary is subject and does not so qualify, or (B)  
the board of directors of such Person determines in its good faith judgment that
as a result of a holder or beneficial owner owning such equity securities, such 
Person or a Subsidiary of such Person has lost or may lose any license or       
franchise or any right or approval granted thereunder from any governmental     
agency held by such Person or any Subsidiary of such Person necessary to conduct
any portion of the business of such Person or any Subsidiary of such Person,    
which if lost or not reinstated, as the case may be, would have a material      
adverse effect on the business of such Person or its Subsidiary or would        
restrict the ability of such Person or its Subsidiary to conduct business in any
gaming jurisdiction.                                                            

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

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

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Indenture, including as applicable without duplication, any accrued and unpaid  
interest due upon such redemption pursuant to the terms of this Indenture.      

      "Regular Record Date" for the interest payable on any interest payment
date on the Securities of any series shall mean the date, if any, specified for 
that purpose as contemplated by Section 201 of this Indenture.                  

       "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any    
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice   
president, the secretary, any assistant secretary, the treasurer, any assistant 
treasurer, the cashier, any assistant cashier, any trust officer or assistant   
trust officer, the controller or any assistant controller or any other officer  
of the Trustee customarily performing functions similar to those performed by   
any of the above designated officers and also means, with respect to a          
particular corporate trust matter, any other officer to whom such matter is     
referred because of his knowledge of and familiarity with the particular        
subject.                                                                        

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

       "Securities Act" means the Securities Act of 1933, as amended from time
to time, and the rules and regulations promulgated thereunder.                  

"Security Documents" means [list all documents creating Security
Interests in favor of the bondholders] and all other documents entered into or  
executed from time to time which create or perfect a lien on Property of the    
Company in favor of the Trustee for the benefit of Holders.                     

     "Security Interests" means the Liens on the Collateral created by the
Security Documents in favor of the Trustee for the benefit of the Holders.      

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.                                              

        "Significant Subsidiary" means a Subsidiary of any Person which would be
a "significant subsidiary" as defined in Reg. Sec. 230.405 promulgated pursuant 
to the Securities Act as in effect on the date of the initial issuance of the   
Securities assuming that such Person is the "registrant" referred to in such    
definition; provided, that the Subsidiary owning the Harrah's Laughlin Casino   
will be deemed to be a "Significant Subsidiary" notwithstanding the foregoing.  

       "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.                              

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"Specified Collateral" means the assets of the Company and its  
Subsidiaries securing the Indenture Obligations in which the Company has granted
or purported to grant to the Trustee, on behalf of the Holders, a first priority
security interest in accordance with the terms of the Security Documents.       

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

  "Subsidiary" with respect to any Person, means (i) a corporation a
majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such Person,
by such Person and one or more Subsidiaries of such Person or by one or more    
Subsidiaries of such Person or (ii) any other Person (other than a corporation) 
in which such Person, one or more Subsidiaries of such Person, or such Person   
and one or more Subsidiaries of such Person, directly or indirectly, at the date
of determination thereof has at least majority ownership interest.              

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

       "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in     
Section 905; provided, however, that in the event the Trust Indenture Act of    
1939 is amended after such date, "Trust Indenture Act" means, to the extent     
required by any such amendment, the Trust Indenture Act of 1939 as so amended.  

    "U.S. Government Obligations" means U.S. Legal Tender or direct non-
callable obligations guaranteed by, the United States of America for the payment
of which obligation or guarantee the full faith and credit of the United States 
of America is pledged.                                                          

       "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of      
public and private debts.                                                       

SECTION 102.      Compliance Certificates and Opinions.                         

      Upon any application or request by the Company or the Guarantor to the
Trustee to take any action under any provision of this Indenture, the Company or
the Guarantor, as the case may be, shall furnish to the Trustee an Officers'    
Certificate stating that all conditions precedent, if any, provided for in this 
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions      
precedent, if any, have been complied with, except that in the case of any such 
application or request as to which the furnishing of such documents is          
specifically required by any provision of this Indenture relating to such       

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particular application or request, no additional certificate or opinion need be 
furnished.                                                                      

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

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

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

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

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

SECTION 103.      Form of Documents Delivered to Trustee.                       

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

Any certificate or opinion of an officer of the Company or the  
Guarantor, as the case may be, may be based, insofar as it relates to legal     
matters, upon a certificate or opinion of, or representations by, counsel,      
unless such officer knows, or in the exercise of reasonable care should know,   
that the certificate or opinion or representations with respect to the matters  
upon which his certificate or opinion is based are erroneous.  Any certificate  
or Opinion of Counsel may be based, insofar as it relates to factual matters,   
upon certificates of public officials or upon certificate or opinion of, or     
representations by, an officer or officers of the Company or the Guarantor, as  
the case may be, stating that the information with respect to such factual      
matters is in the possession of the Company or the Guarantor, as the case may   
be, unless such counsel knows, or in the exercise of reasonable care should     
know, that the certificate or opinion or representations with respect to such   
matters are erroneous.                                                          

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

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SECTION 104.      Acts of Holders.                                              

(a)       Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken 
by Holders may be embodied in and evidenced by one or more instruments of       
substantially similar tenor signed by such Holders in person or by agent duly   
appointed in writing; and, except as herein otherwise expressly provided, such  
action shall become effective when such instrument or instruments are delivered 
to the Trustee and, where it is hereby expressly required, to the Company or the
Guarantor, as the case may be.  Such instrument or instruments (and the action  
embodied therein and evidenced thereby) are herein sometimes referred to as the 
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such instrument or of a writing appointing any such agent shall be       
sufficient for any purpose of this Indenture and (subject to Section 601)       
conclusive in favor of the Trustee, the Company and the Guarantor, if made in   
the manner provided in this Section 104.                                        

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

     (c)       The ownership of Securities shall be proved by the Security
Register.                                                                       

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

      (e)       The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to sign any instrument 
evidencing or embodying an Act of Holders.  If a record date is fixed, those    
Persons who were Holders at such record date (or their duly appointed agents),  
and only those Persons, shall be entitled to sign any such instrument evidencing
or embodying an Act of Holders or to revoke any such instrument previously      
signed, whether or not such Persons continue to be Holders after such record    
date.                                                                           

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SECTION 105.      Notices, Etc., to Trustee, the Company and the Guarantor.     

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

                (1)       the Trustee by any Holder or by the Company or the
  Guarantor shall be sufficient for every purpose hereunder if made,
  given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention:  Corporate Trust Trustee     
Administration,                                                 

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

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

SECTION 106.      Notice to Holders; Waiver.                                    

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

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then  
such notification as shall be made with the approval of the Trustee shall       
constitute a sufficient notification for every purpose hereunder.               

SECTION 107.      Conflict with Trust Indenture Act.                            

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      If any provision hereof limits, qualifies or conflicts with the duties
imposed on qualified indentures by any of Sections 310 through 317, inclusive,  
of the Trust Indenture Act, through the operation of Section 318(c) thereof,    
such imposed duties shall control.                                              

SECTION 108.      Effect of Headings and Table of Contents.                     

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

SECTION 109.      Successors and Assigns.                                       

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

SECTION 110.      Separability Clause.                                          

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

SECTION 111.      Benefits of Indenture.                                        

      Nothing contained in this Indenture or in the Securities, expressly or
impliedly, shall give to any Person, other than the parties hereto and their    
successors hereunder, any Paying Agent and the Holders of Securities, any       
benefit or any legal or equitable right, remedy or claim under this Indenture.  

SECTION 112.      Governing Law.                                                

       THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE  
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF     
CONFLICTS OF LAWS THEREOF.                                                      

SECTION 113.      Legal Holidays.                                               

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

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SECTION 114.      Incorporators, Stockholders, Officers and Directors of the    
              Company or the Guarantor Exempt from Individual Liability.

       No recourse under or upon any obligation, covenant or agreement of this
Indenture or any indenture supplemental hereto or of any Security, or for any   
claim based thereon or otherwise in respect thereof, shall be had against any   
incorporator, stockholder, officer or director, as such, past, present or       
future, of the Company, the Guarantor or of any successor corporation to either 
of them, either directly or through the Company, the Guarantor or any successor 
corporation, whether by virtue of any constitution, statute or rule of law, or  
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely  
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or 
directors, as such, of the Company, the Guarantor or of any such successor      
corporation, or any of them, because of the creation of the indebtedness hereby 
authorized, or under or by reason of the obligations, covenants or agreements   
contained in this Indenture or in any of the Securities or implied therefrom;   
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such 
rights and claims against, every such incorporator, stockholder, officer or     
director, as such, because of the creation of the indebtedness hereby           
authorized, or under or by reason of the obligations, covenants or agreements   
contained in this Indenture or in any of the Securities or implied therefrom are
hereby expressly waived and released as a condition of, and as consideration    
for, the execution of this Indenture and the issue of such Securities.          

SECTION 115.      Duplicate Originals.                                          

  The parties may sign any number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together represent the same   
agreement.                                                                      

 ARTICLE TWO

SECURITY FORMS

SECTION 201.      Forms Generally.                                              

The Securities of each series shall be in such form as shall be 
established by or pursuant to a Board Resolution or in one or more indentures   
supplemental hereto, in each case with such appropriate provisions as are       
required or permitted by this Indenture, and may have such letters, numbers or  
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or          
depositary therefor or as may, consistently herewith, be determined by the      
officers executing such Securities, as evidenced by their execution thereof.  If
the form of Securities of any series is established by action taken pursuant to 
a Board Resolution, a copy of an appropriate record of such action shall be     
certified by the Secretary or any Assistant Secretary of the Company and        

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delivered to the Trustee at or prior to the delivery of the Company Order       
contemplated by Section 303 for the authentication and delivery of such         
Securities.                                                                     

       The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of   
such Securities.                                                                

SECTION 202.      Form of Trustee's Certificate of Authentication.              

      The Trustee's certificates of authentication shall be in substantially
the following form:                                                             

      This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.                                           

                    __________________________________
                                                                      As Trustee

                      By__________________________________
                                                            Authorized Signatory

 ARTICLE THREE

THE SECURITIES

SECTION 301.      Amount Unlimited; Issuable in Series.                         

       The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.                                

   The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,   
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,                                                    

              (1)       the title of the Securities of the series (which
     shall distinguish the Securities of the series from Securities of any
other series);                                                  

                  (2)       any limit upon the aggregate principal amount of the
       Securities of the series which may be authenticated and delivered under
      this Indenture (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other
       Securities of the series pursuant to Section 304, 305, 306, 906 or 1108

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        and except for any Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);      

                  (3)       the Person to whom any interest on a Security of the
    series shall be payable, if other than the Person in whose name that
     Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest; 

             (4)       the date or dates on which the principal of any
Securities of the series is payable;                            

              (5)       the rate or rates at which any Securities of the
    series shall bear interest, if any, the date or dates from which any
        such interest shall accrue, the Interest Payment Dates on which any such
  interest shall be payable and the Regular Record Date for any such
interest payable on any Interest Payment Date;                  

                (6)       the place or places where the principal of and any
      premium and interest on any Securities of the series shall be payable;

              (7)       the period or periods within which, the price or
      prices at which and the terms and conditions upon which any Securities
        of the series may be redeemed, in whole or in part, at the option of the
     Company and, if other than by a Board Resolution, the manner in which
        any election by the Company to redeem the Securities shall be evidenced;

                 (8)       the obligation, if any, of the Company to redeem or
     purchase any Securities of the series pursuant to any sinking fund or
   analogous provisions or at the option of the Holder thereof and the
    period or periods within which, the price or prices at which and the
     terms and conditions upon which any Securities of the series shall be
        redeemed or purchased, in whole or in part, pursuant to such obligation;

          (9)       if other than denomination of $1,000 and any
       integral multiple thereof, the denominations in which any Securities of
the series shall be issuable;                                   

             (10)      if the amount of principal of or any premium or
interest on any Securities of the series may be determined with 
        reference to an index or pursuant to a formula, the manner in which such
amounts shall be determined;                                    

                (11)      if other than the currency of the United States of
America, the currency, currencies or currency units in which the
       principal of or any premium or interest on any Securities of the series
        shall be payable and the manner of determining the equivalent thereof in
       the currency of the United States of America for any purpose, including
for purposes of the definition of "Outstanding" in Section 101; 

               (12)      if the principal of or any premium or interest on
     any Securities of the series is to be payable, at the election of the

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    Company or the Holder thereof, in one or more currencies or currency
        units other than that or those in which such Securities are stated to be
payable, the currency, currencies or currency units in which the
      principal of or any premium or interest on such Securities as to which
        such election is made shall be payable, the periods within which and the
   terms and conditions upon which such election is to be made and the
amount so payable (or the manner in which such amount shall be  
determined);                                                    

                (13)      if other than the entire principal amount thereof,
   the portion of the principal amount of any Securities of the series
       which shall be payable upon declaration of acceleration of the Maturity
Date thereof pursuant to Section 502;                           

           (14)      if the principal amount payable at the Stated
       Maturity of any Securities of the series will not be determinable as of
    any one or more dates prior to the Stated Maturity, the amount which
       shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any
        Maturity Date other than the Stated Maturity or which shall be deemed to
      be Outstanding as of any date prior to the Stated Maturity (or, in any
     such case, the manner in which such amount deemed to be the principal
amount shall be determined);                                    

                  (15)      if applicable, that the Securities of the series, in
    whole or any specified part, shall be defeasible pursuant to Section
      401, and, if other than by a Board Resolution, the manner in which any
      election by the Company to defease such Securities shall be evidenced;

                (16)      any addition to or change in the Events of Default
   which applies to any Securities of the series and any change in the
   right of the Trustee or the requisite Holders of such Securities to
        declare the principal amount thereof due and payable pursuant to Section
502;                                                            

               (17)      provisions for securing all or any portion of the
Debt evidenced by the Securities of a particular series, which  
     provisions may be in addition to, in substitution for, in subtraction
     from, or in modification of (or any combination of the foregoing) the
provisions of Article Thirteen.                                 

                  (18)      any addition to or change in the covenants set forth
in Article Ten which applies to Securities of the series; and   

                  (19)      any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(4), but which may modify or delete any 
      provision of this Indenture with respect to such series, provided that
        no such term may modify or delete any provision hereof if imposed by the
   Trust Indenture Act, and provided, further that any modification or

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     deletion of the rights, duties or immunities of the Trustee hereunder
shall have been consented to in writing by the Trustee).        

      If any of the foregoing terms are not available at the time such Board
Resolution is adopted, or such Officers' Certificate or any supplemental        
indenture is executed, such resolutions, Officers' Certificate or supplemental  
indenture may reference the document or documents to be created in which such   
terms will be set forth prior to the issuance of such Securities.               

        All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or   
determined in the manner provided, in the Officers' Certificate referred to     
above or in any such indenture supplemental hereto.                             

 If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action  
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'           
Certificate setting forth the terms of the series.                              

SECTION 302.      Denominations.                                                

       The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as         
contemplated by Section 301.  In the absence of any such specified denomination 
with respect to the Securities of any series, the Securities of such series     
shall be issuable in denominations of $1,000 and any integral multiple thereof. 

SECTION 303.      Execution, Authentication, Delivery and Dating.               

 The Securities shall be executed on behalf of the Company and the
Guarantee shall be executed on behalf of the Guarantor by the Chairman of the   
Board, the President or one of the Vice Presidents of each of them, under the   
corporate seal of the Company or the Guarantor, as the case may be, reproduced  
thereon, and attested by the Secretary or one of the Assistant Secretaries of   
each of them.  The signature of any of these officers on the Securities or      
Guarantees may be manual or facsimile.                                          

      Securities or Guarantees bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or the      
Guarantor shall bind the Company or the Guarantor, as the case may be,          
notwithstanding that such individuals or any of them have ceased to hold such   
offices prior to the authentication and delivery of such Securities.            

     At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities and Guarantees executed by   
the Company and the Guarantor to the Trustee for authentication, together with a
Company Order for the authentication, and make available for delivery such      
Securities, and the Trustee in accordance with such Company Order shall         

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authenticate and deliver such Securities as in this Indenture provided and not  
otherwise.                                                                      

  The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage.  Each Security shall be dated the
date of its authentication.                                                     

        If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities        
pursuant to this Indenture will affect the Trustee's own rights, duties or      
immunities under the Securities and this Indenture or otherwise in a manner     
which is not reasonably acceptable to the Trustee.                              

  Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one 
time, it shall not be necessary to deliver the Officers' Certificate otherwise  
required pursuant to Section 301 or the Company Order otherwise required        
pursuant to such preceding paragraph at or prior to the authentication of each  
Security of such series if such documents are delivered at or prior to the      
authentication upon original issuance of the first Security of such series to be
issued.                                                                         

Each Security shall be dated the date of its authentication.    

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

SECTION 304.      Temporary Securities.                                         

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

   If temporary Securities and Guarantees are issued, the Company will
cause definitive Securities and Guarantees to be prepared without unreasonable  
delay.  After the preparation of definitive Securities and Guarantees, the      
temporary Securities and Guarantees shall be exchangeable for definitive        
Securities and Guarantees upon surrender of the temporary Securities and        
Guarantees at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder.  Upon surrender for cancellation of any one 
or more temporary Securities and Guarantees, the Company and the Guarantor shall

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execute, and the Trustee shall authenticate and make available for delivery in  
exchange therefor, a like principal amount of definitive Securities and         
Guarantees of authorized denominations.  Until so exchanged the temporary       
Securities and Guarantees shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities and Guarantees endorsed thereon.  

SECTION 305.      Registration, Registration of Transfer and Exchange.          

       The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other     
office or agency designated pursuant to Section 1002 being herein sometimes     
collectively referred to as the "Security Register") in which, subject to such  
reasonable regulations as it may prescribe, the Company shall provide for the   
registration of Securities and of transfers of Securities.  The Trustee is      
hereby appointed "Security Registrar" for the purpose of registering Securities 
and transfers of Securities as herein provided.                                 

        Upon surrender for registration of transfer of any Security at an office
or agency of the Company designated pursuant to Section 1002 for such purpose,  
the Company and the Guarantor shall execute, and the Trustee shall authenticate 
and make available for delivery, in the name of the designated transferee or    
transferees, one or more new Securities of any authorized denomination or       
denominations and of a like aggregate principal amount.                         

  At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations and of a like        
aggregate principal amount, upon surrender of the Securities to be exchanged at 
such office or agency, and upon payment, if the Company shall so require, of the
charges hereinafter provided.  Whenever any Securities are so surrendered for   
exchange, the Company and the Guarantor shall execute, and the Trustee shall    
authenticate and make available for delivery, the Securities which the Holder   
making the exchange is entitled to receive.                                     

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

       Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly       
endorsed by, or be accompanied by a written instrument of transfer in form      
satisfactory to the Company and the Security Registrar duly executed by, the    
Holder thereof or his attorney duly authorized in writing.                      

   No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient 
to cover any tax or other governmental charge that may be imposed in connection 
with any registration of transfer or exchange of Securities, other than         
exchanges pursuant to Section 304, 1108 or 1502 not involving any transfer.     

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        The Company shall not be required to (i) issue, register the transfer of
or exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities      
selected for redemption under Section 1104 and ending at the close of business  
on the day of such mailing, or (ii) register the transfer of or exchange any    
Security so selected for redemption in whole or in part, except the unredeemed  
portions of any Security being redeemed in part.                                

SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities.             

        If any mutilated Security is surrendered to the Trustee, the Company and
the Guarantor shall execute and the Trustee shall authenticate and make         
available for delivery in exchange therefor a new Security, of like tenor and   
principal amount and bearing a number not contemporaneously outstanding.        

 If there shall be delivered to the Company, the Guarantor and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of 
any Security and (ii) such security or indemnity as may be required by them to  
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company, the Guarantor or the Trustee that such Security has   
been acquired by a bona fide purchaser, the Company and the Guarantor shall     
execute, and upon their request the Trustee shall authenticate and make         
available for delivery, in lieu of any such destroyed, lost or stolen Security, 
a new Security of like tenor and principal amount and bearing a number not      
contemporaneously outstanding.                                                  

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

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

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

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

SECTION 307.      Payment of Interest; Interest Rights Preserved.               

        Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose 
name that Security (or one or more Predecessor Securities) is registered at the 

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close of business on the Regular Record Date for such interest, subject to the  
provisions of Section 1109.                                                     

        Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted    
Interest") shall forthwith cease to be payable to the Holder on the relevant    
Regular Record Date notwithstanding the fact that such Holder was a Holder on   
such Regular Record Date, and such Defaulted Interest may be paid by the        
Company, at its election, as provided in Clause (1) or (2) below:               

          (1)       The Company may elect to make payment of any
   Defaulted Interest to the Persons in whose names the Securities (or
       their respective Predecessor Securities) are registered at the close of
   business on a Special Record Date for the payment of such Defaulted
    Interest, which shall be fixed in the following manner.  The Company
       shall notify the Trustee in writing of the amount of Defaulted Interest
 proposed to be paid on each Security and the date of the proposed
        payment, and at the same time the Company shall deposit with the Trustee
       an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements   
     satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest as provided
     in this Clause (1).  Thereupon the Trustee shall fix a Special Record
       Date for the payment of such Defaulted Interest which shall be not more
        than 15 days and not less than 10 days prior to the date of the proposed
        payment and not less than 5 days after the receipt by the Trustee of the
      notice of the proposed payment.  The Trustee shall promptly notify the
       Company of such Special Record Date and, in the name and at the expense
  of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
       first-class postage prepaid, to each Holder at such Holder's address as
        it appears in the Security Register, not less than 10 days prior to such
      Special Record Date.  Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed as
        aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names the Securities (or their respective Predecessor Securities) are
   registered at the close of business on such Special Record Date and
shall no longer be payable pursuant to the following clause (2).

           (2)       The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the   
        requirements of any securities exchange on which the Securities may then
        be listed, and upon such notice as may be required by such exchange, if,
        after notice given by the Company to the Trustee of the proposed payment
   pursuant to this Clause (2), such manner of payment shall be deemed
practicable by the Trustee.                                     

  Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange  

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for or in lieu of any other Security shall carry the rights to interest accrued 
and unpaid, and to accrue, which were carried by such other Security.           

SECTION 308.      Persons Deemed Owners.                                        

        Prior to due presentment of a Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company or the Trustee 
may treat the Person in whose name such Security is registered as the owner of  
such Security for the purpose of receiving payment of principal of, premium, if 
any, and (subject to Section 307) interest on such Security and for all other   
purposes whatsoever, whether or not any payment due in respect of such Security 
be overdue, and neither the Company, the Guarantor, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.         

SECTION 309.      Cancellation.                                                 

   All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it.  The Company 
may at any time deliver to the Trustee for cancellation any Securities          
previously authenticated and delivered hereunder, which the Company may have    
acquired in any manner whatsoever, and all Securities so delivered shall be     
promptly cancelled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,     
except as expressly permitted by this Indenture.  All cancelled Securities held 
by the Trustee shall be returned promptly to the Company.                       

SECTION 310.      Computation of Interest.                                      

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

SECTION 311.      CUSIP Numbers.                                                

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use the applicable "CUSIP"     
numbers in notices of redemption as a convenience to Holders; provided that any 
such notice may state that no representation is made as to the correctness or   
accuracy of such numbers either as printed on the Securities or as contained in 
any notice of a redemption and that reliance may be placed only on the other    
identification numbers printed on the Securities, and any such redemption shall 
not be affected by any defect in or omission of such numbers.  The Company shall
promptly notify the Trustee of any change in the CUSIP numbers.                 

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ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.      Satisfaction, Discharge of the Indenture and Defeasance of the
Securities.                                 

  The Company shall be deemed to have paid and discharged the entire
indebtedness on the Securities of any series, and the provisions of this        
Indenture with respect to such Securities shall cease to be of further effect   
(subject to Section 403), if:                                                   

                (1)       The Company irrevocably deposits in trust with the
        Trustee for the benefit of the Holders, pursuant to an irrevocable trust
       and security agreement in form and substance reasonably satisfactory to
     the Trustee, (i) money in an amount, (ii) U.S. Government Obligations
     which through the payment of interest and principal will provide, not
    later than one day before the due date of payment in respect of such
     Securities, money in an amount, or (iii) a combination thereof, after
 payment of all Federal, state and local taxes or other charges or
        assessments in respect thereof payable by the Trustee, in the opinion of
        a nationally recognized firm of independent public accountants expressed
    in a written certification thereof (in form and substance reasonably
 satisfactory to the Trustee) delivered to the Trustee, to pay the
 principal of, premium, if any, and each installment of principal,
        premium and interest on such Securities then outstanding at the Maturity
Date, or Redemption Date, as the case may be, of such principal,
    premium, if any, or installment of principal, premium or interest in
        accordance with the terms of the Indenture, of any Officers' Certificate
with respect to such Securities and of such Securities;         

                 (2)       Such deposits shall not cause the Trustee to have a
conflicting interest as defined in and for purposes of the Trust
Indenture Act;                                                  

                  (3)       Such deposit will not result in a default under this
Indenture;                                                      

               (4)       The deposit, defeasance and discharge will not be
      deemed, or result in, a Federal income taxable event to the Holders of
      such Securities and such Holders will be subject to Federal income tax
   in the same amounts and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not 
occurred;                                                       

                 (5)       The deposit shall not result in the Company's being
  subject to regulation pursuant to the provisions of the Investment
Company Act of 1940;                                            

                 (6)       After the passage of 90 days (or any greater period
      of time in which any such deposit of trust funds may remain subject to

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     Bankruptcy Laws insofar as those laws apply to the Company) following
     the deposit of the trust funds, such funds will not be subject to any
Bankruptcy Laws affecting creditors' rights generally;          

           (7)       Holders of such Securities will have a valid,
        perfected and unavoidable (under applicable Bankruptcy Laws), subject to
      the passage of time referred to in clause (6), first-priority security
interest in the trust funds; and                                

         (8)       The Company has delivered to the Trustee an
   Officers' Certificate and an Opinion of Counsel (who may be outside
       counsel to the Company), each in form and substance satisfactory to the
     Trustee, each stating that all conditions precedent specified in this
       Section 401 relating to the defeasance contemplated by this Section 401
have been complied with.                                        

       In the event all or any portion of the Securities of a series are to be
redeemed through such irrevocable trust, the Company must make arrangements     
satisfactory to the Trustee, at the time of such deposit, for the giving of the 
notice of such redemption or redemptions by the Trustee in the name and at the  
expense of the Company.                                                         

   This Indenture will not be discharged if an Event of Default, or an
event or condition which with notice or lapse of time or both would become an   
Event of Default, shall have occurred and be continuing on the date of the      
deposit of such trust funds with the Trustee or during the period ending on the 
91st day (or one day after such other greater period of time in which any such  
deposit of trust funds may remain subject to bankruptcy or insolvency laws)     
after such date.                                                                

       In the event that the Company takes the necessary action to comply with
the provisions described in this Section 401 and the Securities are declared due
and payable because of the occurrence of an Event of Default, the Company will  
remain liable for all amounts due on the Securities at the time of acceleration 
resulting from such Event of Default in excess of the amount of money and U.S.  
Government Obligations deposited with the Trustee pursuant to this Section 401  
at the time of such acceleration.                                               

SECTION 402.      Termination of Obligations upon Cancellation of the           
Securities.                                 

      In addition to the Company's rights under Section 401, the Company may
terminate all of its and the Guarantor's respective obligations under the       
Securities of any series and this Indenture with respect to that series (subject
to Section 403) when:                                                           

            (1)       (A)  all Securities of that series theretofore
  authenticated and delivered (other than Securities which have been
 destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306) have been delivered to the Trustee for 

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       cancellation; or (B) all such Securities of that series not theretofore
delivered to the Trustee for cancellation                       

            (i)  have become due and payable, or

                       (ii)  will become due and payable at their Stated
Maturity within one year, or                                    

                           (iii)      are to be called for redemption within one
     year under arrangements satisfactory to the Trustee for the giving of
       notice of redemption by the Trustee in the name, and at the expense, of
the Company,                                                    

       and the Company, in the case of (i), (ii) or (iii) above, has deposited
    or caused to be deposited with the Trustee funds, in accordance with
        provisions of Section 401, in trust for the purpose an amount sufficient
       to pay and discharge the entire indebtedness on such Securities of that
     series not theretofore delivered to the Trustee for cancellation, for
  principal and interest to the date of such deposit (in the case of
       Securities of that series which have become due and payable), or to the
Stated Maturity or Redemption Date, as the case may be;         

                 (2)       the Company has paid or caused to be paid all other
      sums payable hereunder by the Company with respect to such series; and

         (3)       the Company has delivered to the Trustee an
   Officers' Certificate and an Opinion of Counsel (who may be outside
       counsel to the Company), each in form and substance satisfactory to the
        Trustee, each stating that all conditions precedent specified herein and
 in Section 401 relating to the satisfaction and discharge of this
Indenture with respect to that series have been complied with.  

SECTION 403.      Survival of Certain Obligations.                              

       Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities referred to in Section 401 or 402, the respective obligations of 
the Company, the Guarantor and the Trustee under Sections 303, 305, 306, 307,   
405, 406, 407, 607, 609, 610, 701, 1001, 1002, 1003, 1101, 1201, 1202 and 1203  
with respect to that series shall survive until the Securities of that series   
are no longer Outstanding (provided, that compliance with the requirements of   
Section 402 shall be deemed to render the Securities no longer to be Outstanding
for purposes of this Section 403), and thereafter the obligations of the        
Company, the Guarantor and the Trustee under Sections 305, 405, 406, 407, 607   
and 1101 shall survive.                                                         

SECTION 404.      Acknowledgement of Discharge by Trustee.                      

        After (i) the conditions of Sections 401 or 402 have been satisfied with
respect to a series of Securities, (ii) the Company has paid or caused to be    
paid all other sums payable hereunder by the Company with respect to such series
and (iii) the Company has delivered to the Trustee an Officers' Certificate and 

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an Opinion of Counsel, each stating that all conditions precedent referred to in
Sections 401 or 402, as applicable, relating to the satisfaction and discharge  
of this Indenture with respect to such series have been complied with, the      
Trustee upon request from, and at the expense of, the Company shall acknowledge 
in writing the discharge of the Company's obligations under this Indenture with 
respect to such series except for those surviving obligations specified in      
Section 403.                                                                    

SECTION 405.      Application of Trust Money.                                   

    Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Sections 401 or 402 shall be held  
in trust and applied by it, in accordance with the provisions of the Securities,
any Officers' Certificate with respect to such Securities and this Indenture, to
the payment to the Persons, either directly or through any Paying Agent         
(including the Company acting as its own Paying Agent) as the Trustee may       
determine, of the principal, premium, if any, and interest for whose payment    
such money has been deposited with the Trustee.                                 

SECTION 406.      Repayment to the Company.                                     

     Upon termination of the trust established pursuant to Sections 401 or
402, the Trustee and the Paying Agent shall promptly pay to the Company upon    
request any excess money or U.S. Government Obligations held by them.           

SECTION 407.      Reinstatement.                                                

   If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Sections 401 or 402 by reason of any  
legal proceeding or by reason of any order or judgment of any court or          
governmental authority enjoining, restraining or otherwise prohibiting such     
application, the Company's obligations under this Indenture and the Securities  
shall be revived and reinstated as though no deposit had occurred pursuant to   
Sections 401 or 402 until such time as the Trustee or Paying Agent is permitted 
to apply all such money or U.S. Government Obligations in accordance with       
Sections 401 or 402; provided, however, that if the Company or the Guarantor has
made any payment of principal of, premium, if any, or interest on any Securities
because of the reinstatement of its obligations, the Company or the Guarantor,  
as the case may be, shall be subrogated to the rights of the Holders of such    
Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.                                            

ARTICLE FIVE

REMEDIES

SECTION 501.      Events of Default.                                            

      "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such 

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Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):      

           (1)       default in the payment of any installments of
      interest upon any Security of that series as and when the same becomes
   due and payable, and continuance of such default for a period of 30
days; or                                                        

              (2)       default in the payment of all or any part of the
       principal or premium, if any, on the Securities of that series when and
as the same becomes due and payable at maturity, redemption, by 
declaration or otherwise; or                                    

             (3)       default in the observance or performance of any
       covenant, or agreement of the Company or the Guarantor contained in the
        Securities or in this Indenture (other than a default in the performance
       of any covenant or agreement which is specifically dealt with elsewhere
in this Section 501 or which has been expressly included in this
     Indenture solely for the benefit of a series of Securities other than
     that series), and continuance of such default for a period of 60 days
   after there has been given, by registered or certified mail, to the
Company or the Guarantor by the Trustee, or to the Company, the 
 Guarantor and the Trustee by Holders of at least 40% in aggregate
principal amount of the Outstanding Securities, a written notice
     specifying such default, requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or              

                (4)       a default which extends beyond any period of grace
    applicable thereto under any mortgage, indenture or instrument under
    which there is outstanding certain Debt of the Company or any of its
      Subsidiaries or failure to pay such Debt at its Stated Maturity, which
       default shall have resulted in such Debt becoming or being declared due
    and payable prior to the date it otherwise would have become due and
        payable; provided, however, that an Event of Default shall not be deemed
        to occur with respect to the acceleration of the maturity of Debt of the
       Company or any of its Subsidiaries if such default under such mortgage,
        indenture or instrument shall be remedied or cured by the Company or any
       of its Subsidiaries, as the case may be, within 10 days of such default
    and the acceleration of amounts due thereunder shall, as a result of
such remedy or cure, be of no further effect; or                

                 (5)       a decree or order by a court having jurisdiction in
        the premises shall have been entered adjudging the Company or any of its
  Significant Subsidiaries as bankrupt or insolvent, or approving as
      properly filed a petition seeking reorganization of the Company or any
   of its Significant Subsidiaries under any Bankruptcy Law or similar
       statute, and such decree or order shall have continued undischarged and
        unstayed for a period of 60 days; or a decree or order of a court having
 jurisdiction in the premises for the appointment of a receiver or
    liquidator or trustee or assignee in bankruptcy or insolvency of the

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       Company, any of its Significant Subsidiaries, or of the property of any
       such Person, or for the winding up or liquidation of the affairs of any
    such Person, shall have been entered, and such decree or order shall
   have remained in force undischarged and unstayed for a period of 60
days; or                                                        

                (6)       the Company or any of its Significant Subsidiaries
      shall institute proceedings to be adjudicated a voluntary bankrupt, or
     shall consent to the filing of a bankruptcy proceeding against it, or
       shall file a petition or answer or consent seeking reorganization under
        any Bankruptcy Law or similar statute, or shall consent to the filing of
       any such petition, or shall consent to the appointment of a receiver or
      liquidator or trustee or assignee in bankruptcy or insolvency of it or
  any of its property or shall make an assignment for the benefit of
creditors; or                                                   

               (7)       certain final judgments for the payment of money,
  which payments are not covered by insurance policies relieving the
      Company, and any of the Company's Subsidiaries from liability for such
    final judgments, shall be rendered against the Company or any of its
  Subsidiaries by a court of competent jurisdiction and shall remain
undischarged for a period (during which execution shall not be  
    effectively stayed) of 60 days after such judgment becomes final and
        nonappealable (or, in the case of any such final judgment which provides
    for payment over time, which shall so remain undischarged beyond any
applicable payment date provided therein).                      

                 (8)       the Company breaches any representation or warranty
      set forth in the Security Documents, or defaults in the performance of
any covenant set forth in the Security Documents, or the Company
       repudiates its obligations under the Security Documents or the Security
  Documents become unenforceable against the Company for any reason.

SECTION 502.      Acceleration of Maturity Date; Rescission and Annulment.      

   If an Event of Default (other than an Event of Default specified in
Section 501(5) or (6)) with respect to Securities of any series at the time     
Outstanding occurs and is continuing, then, and in every such case, the Trustee 
or the Holders of not less than 25% in aggregate principal amount of the        
Outstanding Securities of that series, by a notice in writing to the Company and
the Guarantor (and to the Trustee if given by Holders) (an "Acceleration        
Notice"), may declare all of the principal of the Securities of that series,    
determined as set forth below, together with accrued interest thereon, to be due
and payable immediately. If an Event of Default specified in Section 501(5) or  
(6) with respect to Securities of any series at the time Outstanding occurs, all
principal of, and accrued interest on, the Securities of that series shall be   
imediately due and payable on all Outstanding Securities of that series without 
any declaration or other act on the part of the Trustee or the Holders.         

    At any time after such a declaration of acceleration with respect to
Securities of any series being made and before a judgment or decree for payment 
of the money due has been obtained by the Trustee as hereinafter in this Article
Five provided, the Holders of a majority in aggregate principal amount of the   
Outstanding Securities, by written notice to the Company and the Trustee, may   
rescind and annul such declaration and its consequences if:                     

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                  (1)       the Company has paid or deposited with the Trustee a
sum sufficient to pay                                           

               (A)    all overdue interest on all Securities of that
series,                                     

               (B)    the principal of (and premium, if any, on) any
              Securities of that series which would become due otherwise
                 than by such declaration of acceleration and interest thereon
at the rate borne by such Securities,       

               (C)    to the extent that payment of such interest is
               lawful, interest upon overdue interest at the rate borne by
such Securities,                            

                   (D)    all sums paid or advanced by the Trustee hereunder
                and the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel, and

                 (2)       all Events of Default with respect to Securities of
      that series, other than the non-payment of the principal of Securities
  of that series which have become due solely by such declaration of
   acceleration, have been cured or waived as provided in Section 513,
   including, if applicable, any default in the covenants contained in
Section 1501.                                                   

        Notwithstanding the previous sentence of this Section 502, no rescission
shall be effective for any acceleration with respect to Securities of any series
resulting from an Event of Default with respect to any covenant or provision    
which cannot be modified or amended without the consent of the Holder of each   
Outstanding Security of that series, unless all such affected Holders agree, in 
writing, to rescind such acceleration.  No such rescission shall affect any     
subsequent default or impair any right consequent thereon.                      

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by       
Trustee.                                    

The Company covenants that if                                   

               (1)       default is made in the payment of any interest on
        any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or                           

                (2)       default is made in the payment of the principal of
   (or premium, if any, on) any Security at the Maturity Date thereof,
     including the payment of the Redemption Price on any Redemption Date,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such       
Securities for principal, premium (if any) and interest, and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue  

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principal (and premium, if any) and on any overdue interest, at the rate borne  
by such Securities, and, in addition thereto, such further amount as shall be   
sufficient to cover the costs and expenses of collection, including the         
reasonable compensation, expenses, disbursements and advances of the Trustee,   
its agents and counsel.                                                         

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

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

SECTION 504.      Trustee May File Proofs of Claim.                             

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other       
judicial proceeding relative to the Company, the Guarantor or any other obligor 
upon the Securities or the property of the Company, the Guarantor, or of such   
other obligor or their creditors, the Trustee (irrespective of whether the      
principal of any Securities shall then be due and payable as therein expressed  
or by declaration or otherwise and irrespective of whether the Trustee shall    
have made any demand on the Company for the payment of overdue principal or     
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise to take any and all actions authorized under the Trust Indenture Act, 
including                                                                       

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

                (ii)       to collect and receive any moneys or other property
     payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or     
other similar official in any such judicial proceeding is hereby authorized by  
each Holder to make such payments to the Trustee and, in the event that the     

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Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.                                      

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

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.  

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

SECTION 506.      Application of Money Collected.                               

      Any money collected by the Trustee pursuant to this Article Five shall
be applied in the following order, at the date or dates fixed by the Trustee    
and, in case of the distribution of such money on account of principal, premium 
(if any) or interest, upon presentation of the Securities and the notation      
thereon of the payment if only partially paid and upon surrender thereof if     
fully paid:                                                                     

             FIRST:      To the payment of all amounts due the Trustee
under Section 607;  

                 SECOND:     To the payment of the amounts then due and unpaid
                      for principal of, and premium (if any) and
                              interest on, the Securities in respect of which or
                        for the benefit of which such money has been
                              collected, ratably, without preference or priority
                         of any kind, according to the amounts due and
                             payable on such Securities for principal, premium
                    (if any) and interest, respectively; and

           THIRD:      To the payment of the remainder, if any, to
                              whomsoever may be lawfully entitled thereto, or as
                         a court of competent jurisdiction may direct.

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SECTION 507.      Limitation on Suits.                                          

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

                     (1)  such Holder has previously given written notice to
                the Trustee of a continuing Event of Default with respect to
the Securities of that series;              

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

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

                    (4)  the Trustee for 60 days after its receipt of such
                  notice, request and offer of indemnity has failed to institute
any such proceeding; and                    

                      (5)  no direction inconsistent with such written request
                  has been given to the Trustee during such 60-day period by the
                Holders of a majority in principal amount of the Outstanding
Securities of that series;                  

it being understood and intended that no one or more Holders shall have any     
right in any manner whatever by virtue of, or by availing of, any provision of  
this Indenture to affect, disturb or prejudice the rights of any other Holders, 
or to obtain or to seek to obtain priority or preference over any other Holders 
or to enforce any right under this Indenture, except in the manner herein       
provided and for the equal and ratable benefit of all the Holders.              

SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium  
and Interest.                               

             Notwithstanding any other provision in this Indenture but
subject to the provisions of Section 1109, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the       
principal of, and premium (if any) and (subject to Section 307) interest on,    
such Security on the respective Stated Maturities of such payments as expressed 
in such Security (and in the case of redemption, the Redemption Price on the    
applicable Redemption Date) and to institute suit for the enforcement of any    
such payment, and such rights shall not be impaired without the consent of such 
Holder, except that no Holder shall have the right to institute any such suit,  
if and to the extent that the institution or prosecution thereof or the entry of

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judgment therein would under applicable law result in the surrender, impairment,
waiver, or loss of the lien of the Security Documents upon any Collateral       
subject to such lien.                                                           

SECTION 509.      Restoration of Rights and Remedies.                           

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

SECTION 510.      Rights and Remedies Cumulative.                               

                Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last       
paragraph of Section 306, no right or remedy herein conferred upon or reserved  
to the Trustee or to the Holders is intended to be exclusive of any other right 
or remedy, and every right and remedy shall, to the extent permitted by law, be 
cumulative and in addition to every other right and remedy given hereunder or   
now or hereafter existing at law or in equity or otherwise.  The assertion or   
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.    

SECTION 511.      Delay or Omission Not Waiver.                                 

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

SECTION 512.      Control by Holders.                                           

                  The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,   
method and place of conducting any proceeding for any remedy available to the   
Trustee or exercising any trust or power conferred on the Trustee, with respect 
to the Securities of such series, provided that                                 

                   (1)  such direction shall not be in conflict with any
rule of law or with this Indenture,         

                     (2)  the Trustee shall not determine that the action so
            directed would be unjustly prejudicial to the Holders of

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                Securities of such series not taking part in such direction,
and                                         

                      (3)  the Trustee may take any other action deemed proper
                 by the Trustee which is not inconsistent with such direction.

SECTION 513.      Waiver of Past Default.                                       

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may, on behalf of the Holders
of all the Securities of such series, waive any past default hereunder with     
respect to such series and its consequences, except a default                   

                       (1)  in the payment of the principal of, premium, if any,
               or interest on, any Security of such series as specified in
clauses (1) and (2) of Section 501, or      

                      (2)  in respect of a covenant or provision hereof which,
                 under Article Nine, cannot be modified or amended without the
              consent of the Holder of each Outstanding Security of such
series affected.                            

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

SECTION 514.      Undertaking for Costs.                                        

               All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any     
court may in its discretion require, in any suit for the enforcement of any     
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party     
litigant in such suit of an undertaking to pay the costs of such suit, and that 
such court may in its discretion assess reasonable costs, including reasonable  
attorneys' fees, against any party litigant in such suit, having due regard to  
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any   
Holder, or group of Holders, holding in the aggregate more than 25% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit    
instituted by any Holder for enforcement of the payment of principal of, or     
premium (if any) or interest on, any Security on or after the respective Stated 
Maturities expressed in such Security (or, in the case of redemption, on or     
after the Redemption Date).                                                     

SECTION 515.      Waiver of Stay or Extension Laws.                             

                The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner        

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

 ARTICLE SIX

 THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.                          

              (a)  Except during the continuance of an Event of Default,

                    (1)  the Trustee undertakes to perform such duties and
          only such duties as are specifically set forth in this
               Indenture, and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

                       (2)  in the absence of bad faith on its part, the Trustee
                may conclusively rely, as to the truth of the statements and
           the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and
                conforming to the requirements of this Indenture; but in the
         case of any such certificate or opinion which, by any
                 provision hereof, is specifically required to be furnished to
                 the Trustee, the Trustee shall be under a duty to examine the
       same to determine whether or not it conforms to the
requirements of this Indenture.             

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

             (c)  No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own        
negligent failure to act, or its own wilful misconduct, except that             

                      (1)  this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section;   

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

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                      (3)  the Trustee shall not be liable with respect to any
              action taken or omitted to be taken by it in good faith in
                 accordance with the direction of the Holders of a majority in
                principal amount of the Outstanding Securities of any series
            relating to the time, method and place of conducting any
          proceeding for any remedy available to the Trustee, or
             exercising any trust or power conferred upon the Trustee,
under this Indenture; and                   

                   (4)  no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur any
               financial liability in the performance of any of its duties
                 hereunder, or in the exercise of any of its rights or powers,
          if it shall have reasonable grounds for believing that
              repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it.

            (d)  Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability  
of or affording protection to the Trustee shall be subject to the provisions of 
this Section.                                                                   

SECTION 602.      Notice of Defaults.                                           

                Within 90 days after a default hereunder with respect to the
Securities of any series occurs and is continuing, and if it is known to the    
Trustee, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of 
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of, or premium (if any), or interest on, any Security  
at its Maturity Date, Redemption Date or otherwise, the Trustee shall be        
protected in withholding such notice if and so long as the board of directors,  
the executive committee or a trust committee of directors or Responsible        
Officers of the Trustee in good faith determine that the withholding of such    
notice is in the interest of the Holders of Securities of such series; and      
provided, further, that in the case of any default of the character specified in
Section 501(3) with respect to Securities of such Series, no such notice to     
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event which is, or    
after notice or lapse of time or both would become, an Event of Default.        

SECTION 603.      Certain Rights of Trustee.                                    

Subject to the provisions of Section 601:   

                 (a)  the Trustee may rely and shall be protected in
         acting or refraining from acting upon any resolution,
                certificate, statement, instrument, opinion, report, notice,
              request, direction, consent, order, bond, debenture, note,
             other evidence of indebtedness or other paper or document

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           believed by it to be genuine and to have been signed or
presented by the proper party or parties;   

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

                       (c)  whenever in the administration of this Indenture the
              Trustee shall deem it desirable that a matter be proved or
                 established prior to taking, suffering or omitting any action
           hereunder, the Trustee (unless other evidence be herein
                specifically prescribed) may, in the absence of bad faith on
 its part, rely upon an Officers' Certificate;

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

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

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

                 (g)  the Trustee shall not be liable for any action
               taken, suffered, or omitted to be taken by it in good faith
           and believed, upon the written advice of counsel of its
              reasonable selection, by it to be authorized or within the
            discretion or rights or powers conferred upon it by this
Indenture.                                  

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SECTION 604.      Not Responsible for Recitals or Issuance of Securities.       

               The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements  
of the Company and the Guarantor, and the Trustee assumes no responsibility for 
their correctness.  The Trustee makes no representations as to the validity or  
sufficiency of this Indenture or of the Securities.  The Trustee shall not be   
accountable for the use or application by the Company of Securities or the      
proceeds thereof.                                                               

SECTION 605.      May Hold Securities.                                          

                The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any  
other capacity, may become the owner or pledgee of Securities and, subject to   
Section 612, may otherwise deal with the Company or the Guarantor with the same 
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.                                         

SECTION 606.      Money Held in Trust.                                          

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

SECTION 607.      Compensation and Reimbursement.                               

The Company and the Guarantor agree         

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

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

                      (3)  to indemnify each of the Trustee or any predecessor
             Trustee for, and to hold it harmless against, any and all
               loss, damage, claims, liability or expense, including taxes
               (other than taxes based upon or determined by the income of
                 the Trustee), incurred without negligence or bad faith on its

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                part, arising out of or in connection with the acceptance or
                  administration of this trust, including the costs and expenses
         of defending itself against any claim or liability in
             connection with the exercise or performance of any of its
powers or duties hereunder.                 

                The Trustee shall have a claim prior to the Securities as to
all property and funds properly held by it hereunder for any amount owing it or 
any predecessor Trustee pursuant to this Section 607, except with respect to    
funds held in trust for the benefit of the Holders of particular Securities.    

           When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section      
501(6), the expenses (including the reasonable charges and expenses of its      
counsel) and the compensation for the services are intended to constitute       
expenses of administration under any applicable Federal or state bankruptcy,    
insolvency or other similar law.                                                

                The provisions of this Section shall survive the termination
of this Indenture.                                                              

SECTION 608.      Corporate Trustee Required; Eligibility.                      

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States  
of America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus  
of at least $50,000,000 and subject to supervision or examination by Federal or 
state authority.  If such corporation publishes reports of condition at least   
annually, pursuant to law or to the requirements of said supervising or         
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and  
surplus as set forth in its most recent report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the          
provisions of this Section, it shall resign immediately in the manner and with  
the effect hereinafter specified in this Article Six.  The Trustee shall comply 
with Trust Indenture Act Sec. 310(b).                                           

SECTION 609.      Resignation and Removal; Appointment of Successor.            

        (a)  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become        
effective until the acceptance of appointment by the successor Trustee under    
Section 610.                                                                    

           (b)  The Trustee may resign at any time with respect to
Securities of one or more series by giving written notice thereof to the        
Company.  If an instrument of acceptance by a successor Trustee shall not have  
been delivered to the Trustee within 30 days after the giving of such notice of 
resignation, the resigning Trustee may petition any court of competent          

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jurisdiction for the appointment of a successor Trustee with respect to         
Securities of one or more series.                                               

               (c)  The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority in aggregate   
principal amount of the Outstanding Securities of such series, delivered to the 
Trustee and to the Company.                                                     

(d)  If at any time:                        

                       (1)  the Trustee shall cease to be eligible under Section
                  608 and shall fail to resign after written request therefor by
the Company or by any Holder, or            

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

then, in any such case, (i) the Company by a Board Resolution may remove the    
Trustee with respect to all Securities, or (ii) subject to Section 514, any     
Holder who has been a bona fide Holder of a Security for at least six months    
may, on behalf of himself and all others similarly situated, petition any court 
of competent jurisdiction for the removal of the Trustee with respect to all    
Securities and the appointment of a successor Trustee.  If an instrument of     
acceptance by a Successor Trustee shall not have been delivered to the Trustee  
within 30 days after the giving of such notice of removal, the Trustee being    
removed may petition any court of competent jurisdiction for the appointment of 
a successor Trustee.                                                            

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

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              (f)  The Company shall give notice of each resignation and
each removal of the Trustee with respect to Securities of any series and each   
appointment of a successor Trustee with respect to the Securities of any series 
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders with respect to the Securities of such series as their names and    
addresses appear in the Security Register.  Each notice shall include the name  
of the successor Trustee of Securities of such series and the address of its    
Corporate Trust Office.                                                         

                  (g)  If any of the Gaming Authorities requires a Trustee to be
approved, licensed or qualified and the Trustee fails to do so, which approval, 
license or qualification shall be obtained upon the request of, and at the      
expense of, the Company, or, if the Trustee's relationship with the Company or  
the Guarantor may, in the Company's or the Guarantor's discretion, jeopardize   
any material gaming license or franchise or right or approval granted thereto,  
the Trustee shall resign, and, in addition, the Trustee may at its option resign
if the Trustee in its sole discretion determines not to be so approved, licensed
or qualified.                                                                   

SECTION 610.      Acceptance of Appointment by Successor.                       

          Every successor Trustee with respect to all Securities
appointed hereunder shall execute, acknowledge and deliver to the Company and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such  
successor Trustee, without any further act, deed or conveyance, shall become    
vested with all the rights, powers, trusts and duties of the retiring Trustee;  
but, on request of the Company or the successor Trustee, such retiring Trustee  
shall, upon payment of its charges pursuant to Section 607, execute and deliver 
an instrument transferring to such successor Trustee all the rights, powers and 
trusts of the retiring Trustee and shall duly assign, transfer and deliver to   
such successor Trustee all property and money held by such retiring Trustee     
hereunder.  Upon request of any such successor Trustee, the Company shall       
execute any and all instruments for more fully and certainly vesting in and     
confirming to such successor Trustee all such rights, powers and trusts.        

               In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities  
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and      
confirm to, and to vest in, each successor Trustee the rights, powers, trusts   
and duties of the retiring Trustee with respect to the Securities of that or    
those series to which the appointment of such successor Trustee relates, (2) if 
the retiring Trustee is not retiring with respect to all Securities shall       
contain such provisions as shall be deemed necessary or desirable to confirm    
that all the rights, powers, trusts and duties of the retiring Trustee with     
respect to the Securities of that or those series as to which the retiring      
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add or change any of the provisions of this Indenture as shall be to  

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provide for or facilitate the administration of the trusts hereunder by more    
than one Trustee, it being understood that nothing herein or in such            
supplemental indenture shall constitute such Trustees co-trustees of the same   
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other 
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each successor Trustee, without any further act,    
deed or conveyance, shall become vested with all the rights, powers, trusts and 
duties of the retiring Trustee with respect to the Securities of that or those  
series to which the appointment of such successor Trustee relates; but, on      
request of the Company or any successor Trustee, such retiring Trustee shall    
duly assign, transfer and deliver to such successor Trustee all property and    
money held by such retiring Trustee hereunder with respect to the Securities of 
that or those series to which the appointment of such successor Trustee relates.

                 Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and     
confirming each such successor Trustee all such rights, powers and trusts       
referred to in the first or second preceding paragraph, as the case may be.     

               No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and       
eligible under this Article Six.                                                

SECTION 611.      Merger, Conversion, Consolidation or Succession to Business.  

           Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting    
from any merger, conversion or consolidation to which the Trustee shall be a    
party, or any corporation succeeding to all or substantially all the corporate  
trust business of the Trustee, shall be the successor of the Trustee hereunder, 
provided such corporation shall be otherwise qualified and eligible under this  
Article Six, without the execution or filing of any paper or any further act on 
the part of any of the parties hereto.  In case any Securities shall have been  
authenticated, but not delivered, by the Trustee then in office, any successor  
by merger, conversion or consolidation to such authenticating Trustee may adopt 
such authentication and deliver the Securities so authenticated with the same   
effect as if such successor Trustee had itself authenticated such Securities.   

SECTION 612.      Preferential Collection of Claims Against Company.            

                  The Trustee shall comply with Trust Indenture Act Sec. 311(a),
excluding any creditor relationship listed in Trust Indenture Act Sec. 311(b).  
A Trustee who has resigned or been removed shall be subject to Trust Indenture  
Act Sec. 311(a) to the extent indicated.                                        

SECTION 613.      Appointment of Authenticating Agent.                          

             The Trustee may appoint an Authenticating Agent or Agents
acceptable to the Company with respect to one of more series of Securities which

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shall be authorized to act on behalf of the Trustee to authenticate Securities  
of such series issued upon original issue and upon exchange, registration of    
transfer or partial redemption or pursuant to Section 306, and Securities so    
authenticated shall be entitled to the benefits of this Indenture and shall be  
valid and obligatory for all purposes as if authenticated by the Trustee        
hereunder.  Wherever reference is made in this Indenture to the authentication  
and delivery of Securities by the Trustee or the Trustee's certificate of       
authentication, such reference shall be deemed to include authentication and    
delivery on behalf of the Trustee by an Authenticating Agent and a certificate  
of authentication executed on behalf of the Trustee by an Authenticating Agent. 

           The Company agrees to pay each Authenticating Agent, as
appointed from time to time, such reasonable fees as may be agreed to in writing
by the Company, for services rendered under this Section 613.                   

               If an appointment is made pursuant to this Section 613, the
Securities may have endorsed thereon, in addition to the Trustee's certificate  
of authentication, an alternate certificate of authentication in the following  
form:                                                                           

  This is one of the Securities described in the
within-mentioned Indenture.                                                     

                           ____________________,
                as Trustee

                                   By:__________________________
                                     As Authenticating Agent

                                   By:__________________________
                                      Authorized Officer

 ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS
BY TRUSTEE AND COMPANY

SECTION 701.      Company to Furnish Trustee Names and Addresses of Holders.    

             The Company shall furnish or cause to be furnished to the
Trustee                                                                         

                  (a)  semi-annually, not more than 15 days after each
              Regular Record Date for a series of Securities, a list, in
                 such form as the Trustee may reasonably require, of the names

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                and addresses of the Holders of Securities of such series as
of such Regular Record Date, and            

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

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

SECTION 702.      Preservation of Information; Communications to Holders.       

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

                (b)  The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and  
the corresponding rights and duties of the Trustee, shall be as provided in the 
Trust Indenture Act.                                                            

                 (c)  Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the  
Trustee nor any agent of any of them shall be held accountable by reason of the 
disclosure of any such information as to the names and addresses of the Holders 
in accordance with Section 312 of the Trust Indenture Act, regardless of the    
source from which such information was derived, and that the Trustee shall not  
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.                                

SECTION 703.      Reports by Trustee.                                           

           (a)  The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required  
pursuant to the Trust Indenture Act at the times and in the manner provided     
pursuant thereto.                                                               

              (b)  At the expense of the Company, the Trustee or, if the
Trustee is not the Registrar, the Registrar, shall report the names of record   
holders of the Securities to any Gaming Authority when requested to do so by the
Company.                                                                        

                At the express direction of the Company and at the Company's
expense, the Trustee will provide the Gaming Authorities with:                  

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                   (i)  copies of all notices, reports and other written
      communications which the Trustee gives to Holders;

                 (ii)  a list of all of the Holders promptly after the
        original issuance of the Securities and periodically
thereafter if the Company so directs;       

                      (iii)      notice of any Default under this Indenture, any
                 acceleration of the Debt evidenced hereby, the institution of
        any legal actions or proceedings before any court or
              governmental authority in respect of a default or Event of
Default hereunder;                          

                     (iv)  notice of the removal or resignation of the Trustee
           within five Business Days of the effectiveness thereof;

                      (v)   notice of any transfer or assignment of rights under
               this Indenture or the Guarantee known to the Trustee within
five Business Days thereof; and             

                (vi)  a copy of any amendment to the Securities, the
                Guarantee or this Indenture within five Business Days of the
effectiveness thereof.                      

               To the extent requested by the Company and at the Company's
expense, the Trustee shall cooperate with the Gaming Authorities in order to    
provide such Gaming Authorities with the information and documentation requested
and as otherwise required by the Gaming Laws.                                   

              (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon  
which the Securities are listed, with the Commission and with the Company.  The 
Company shall promptly notify the Trustee when the Securities are listed on any 
stock exchange.                                                                 

SECTION 704.      Reports by Company.                                           

The Company shall:                          

                  (1)  file with the Trustee, within 15 days after the
                  Company or the Guarantor is required to file the same with the
               Commission, copies of the audited annual reports, unaudited
                 quarterly reports and of the information, documents and other
                  reports (or copies of such portions of any of the foregoing as
                 the Commission may from time to time by rules and regulations
                prescribe) that the Company or the Guarantor may be required
                 to file with the Commission pursuant to Section 13 or Section
                 15(d) of the Exchange Act; or, if neither the Company nor the
           Guarantor is required to file information, documents or
                 reports pursuant to either of said Sections, then the Company
            or the Guarantor shall file with the Trustee such of the

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                 supplementary and periodic information, documents and reports
                which may be required pursuant to Section 13 of the Exchange
               Act in respect of a company which has a security listed and
           registered on a national securities exchange, as may be
                prescribed from time to time in the rules and regulations of
the Commission;                             

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

                      (3)  transmit by mail to all Holders, as their names and
                  addresses appear in the Security Register within 30 days after
              the filing thereof with the Trustee, such summaries of any
                  information, documents and reports required to be filed by the
                 Company pursuant to paragraphs (1) and (2) of this Section as
                 may be required by rules and regulations prescribed from time
to time by the Commission.                  

 ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE,
 CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      The Company May Consolidate, etc., Only on Certain Terms.     

                The Company shall not consolidate with or merge with or into
any other Person or, directly or indirectly, sell, lease, or convey all or      
substantially all of its assets (computed on a consolidated basis), whether in a
single transaction or a series of related transactions, to another Person,      
unless:                                                                         

                       (1)  (A)  the Company shall be the continuing corporation
               in the case of a merger or (B) the resulting, surviving, or
              transferee entity (each such Person, or the Company in the
        case of clause (A), a "Surviving Entity") shall be a
             corporation or partnership organized and validly existing
             under the laws of the United States of America, any State
           thereof or the District of Columbia and shall expressly
             assume, by an indenture supplemental hereto, executed and
             delivered by the Surviving Entity to the Trustee, in form
              satisfactory to the Trustee, all of the obligations of the
           Company pursuant hereto and pursuant to the Securities;

                       (2)  immediately after giving effect to such transaction,
               no Event of Default, and no event or condition which, after

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             notice or lapse of time or both, would become an Event of
       Default, shall have occurred and be continuing; and

              (3)  the Company has delivered to the Trustee an
                 Officers' Certificate and an Opinion of Counsel, each stating
              that such consolidation, merger, sale, conveyance or lease
              and, if a supplemental indenture is required in connection
               with such transaction, such supplemental indenture complies
             with this Article Eight and that all conditions precedent
              herein provided for relating to such transaction have been
satisfied.                                  

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SECTION 802.      Successor Substituted for the Company.                        

                Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any sale, lease or conveyance of all or       
substantially all of the assets of the Company in accordance with Section 801,  
the Surviving Entity shall succeed to, and be substituted for, and may exercise 
every right and power of, the Company under this Indenture with the same effect 
as if such successor Person had been named as the Company herein and thereafter 
and all the obligations of the Company hereunder and under the Securities shall 
terminate.                                                                      

ARTICLE NINE

 SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.           

          Without the consent of any Holder, the Company and the
Guarantor, in each case when authorized by Board Resolutions, and the Trustee,  
at any time and from time to time, may amend or supplement this Indenture, the  
Securities or the Securities Documents, in form satisfactory to the Trustee, for
any of the following purposes:                                                  

                      (1)  to evidence the succession of another Person to the
         Company or the Guarantor, as the case may be, and the
              assumption by any such successor of the obligations of the
               Company or the Guarantor, as the case may be, herein and in
       the Securities in accordance with Article Eight; or

                (2)  to add to the covenants of the Company or the
                 Guarantor for the benefit of the Holders of all or any series
                  of Securities (and if such covenants are to be for the benefit
            of less than all series of Securities, stating that such
              covenants are expressly, being included for the benefit of
          such series) or to surrender any right or power herein
   conferred upon the Company or the Guarantor; or

                    (3)  to add to or change any of the provisions of this
               Indenture to such extent as shall be necessary to permit or
         facilitate the issuance of Securities in bearer form,
      registrable or not registrable as to principal; or

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                       (4)  to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of
         Securities provided that any such addition, change or
                  elimination (A) shall neither (i) apply to any Security of any
              series created prior to the execution of such supplemental
               indenture and entitled to the benefit of such provision nor
                  (ii) modify the rights of the Holder of any such Security with
                respect to such provision or (B) shall become effective only
  when there is no such Security Outstanding; or

                   (5)  to provide for collateral for the Securities; or

                      (6)  to cure any ambiguity, to correct or supplement any
             provision herein which may be inconsistent with any other
                  provision herein, or to make any other provisions with respect
              to matters or questions arising under this Indenture which
         shall not be inconsistent with the provisions of this
               Indenture, provided such action pursuant to this clause (4)
                  shall not adversely affect the interests of the Holders in any
material respect; or                        

                       (7)  to provide for uncertificated Securities in addition
to or in place of certificated Securities;  

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

                      (9)  to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301.

SECTION 902.      Amendments, Supplemental Indentures and Waivers with Consent  
of Holders.                                 

                  Subject to Section 508, with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Securities
of each series effected by such supplemental indenture, by Act of said Holders  
delivered to the Company, the Guarantor and the Trustee, the Company and the    
Guarantor, in each case when authorized by Board Resolutions, and the Trustee   
may amend this Indenture or enter into an indenture or indentures supplemental  
hereto for the purpose of adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Indenture or of modifying in any      
manner the rights of the Holders of Securities of such series under this        
Indenture.  Subject to Section 508, the Holder or Holders of a majority, in     
principal amount of the Outstanding Securities may waive compliance by the      
Company with any provision of this Indenture.  Notwithstanding any of the above,
however, no such amendment, supplemental indenture or waiver shall, without the 
consent of the Holder of each Outstanding Security affected thereby:            

                     (1)  change the Stated Maturity of the principal of, or
          any installment of principal of, or any installment of
             interest on, any Security, or reduce the principal amount

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                  thereof or the rate of interest thereon or any premium payable
               upon the redemption thereof, or change the place of payment
                where, or the coin or currency in which, any Security or any
             premium or the interest thereon is payable, or impair the
           right to institute suit for the enforcement of any such
               payment on or after the Stated Maturity thereof (or, in the
            case of redemption, on or after the Redemption Date), or

                   (2)  reduce the percentage in principal amount of the
              Outstanding Securities of any series, the consent of whose
            Holders is required for any such amendment, supplemental
          indenture or waiver provided for in this Indenture, or

             (3)  modify any of the provisions of the waiver
              provisions, except to increase any required percentage, or

                     (4)  make any changes in Section 508, 513 or this third
sentence of Section 9.02.                   

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

              After an amendment, supplemental indenture or waiver under
this Section becomes effective, the Company shall mail to the Holders affected  
thereby a notice briefly describing the amendment, supplemental indenture or    
waiver.  Any failure of the Company to mail such notice, or defect therein,     
shall not, however, in any way impair or affect the validity of such amendment, 
supplemental indenture or waiver.                                               

SECTION 903.      Execution of Amendment or Supplemental Indentures.            

                In executing, or accepting the additional trusts created by,
any amendment or supplemental indenture permitted by this Article Nine or the   
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel of the Company or the Guarantor, stating    
that the execution of such amendment or supplemental indenture is authorized or 
permitted by this Indenture.  The Trustee may, but shall not be obligated to,   
enter into any such amendment or supplemental indenture which affects the       
Trustee's own rights, duties or immunities under this Indenture or otherwise.   

SECTION 904.      Effect of Amendment or Supplemental Indentures.               

                 Upon the execution of any amendment or supplemental indenture
under this Article Nine, this Indenture shall be modified in accordance         
therewith, and such amendment or supplemental indenture shall form a part of    
this Indenture for all purposes.  After an amendment, supplement or waiver      
becomes effective, it shall bind every Holder, unless it makes a change         
described in any of clauses (1) through (3) of Section 902, in which case, the  

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amendment, supplement or waiver shall bind each Holder of a Security who has    
consented to it and every subsequent Holder of a Security or portion of a       
Security that evidences the same debt as the consenting Holder's Security.      

SECTION 905.      Conformity with Trust Indenture Act.                          

                  Every amendment or supplemental indenture executed pursuant to
this Article shall conform to the requirements applicable to indentures         
qualified under the Trust Indenture Act as then in effect.                      

SECTION 906.      Reference in Securities to Amendments or Supplemental         
Indentures.                                 

                  Securities of any series authenticated and delivered after the
execution of any amendment or supplemental indenture pursuant to this Article   
Nine may, and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such amendment or supplemental  
indenture.  If the Company shall so determine, new Securities of any series so  
modified as to conform, in the opinion of the Trustee and the Company, to any   
such amendment or supplemental indenture may be prepared and executed by the    
Company and the Guarantor, and authenticated and made available for delivery by 
the Trustee in exchange for Outstanding Securities of such series.              

 ARTICLE TEN

 COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.                   

              The Company will duly and punctually pay the principal of,
premium, if any, and interest on, the Securities and the Redemption Price as and
when due, in accordance with the terms of the Securities and this Indenture,    
subject, in each case, to the provisions of Section 1109.                       

                 The Company shall pay interest on overdue amounts at the rate
set forth on the face of the Securities, and it shall pay interest on overdue   
interest at the same rate compounded semiannually (to the extent that the       
payment of such interest shall be legally enforceable), which interest on       
overdue interest shall accrue from the date such amounts became overdue.        

SECTION 1002.     Maintenance of Office or Agency.                              

               The Company shall maintain in the Borough of Manhattan, The
City of New York an office or agency where Securities may be presented or       
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Company in   
respect of the Securities and this Indenture may be served.  The Company shall  
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Company shall fail to   
maintain any such required office or agency or shall fail to furnish the Trustee

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with the address thereof, such presentations, surrenders, notices and demands   
may be made or served at the Corporate Trust Office of the Trustee, and the     
Company hereby appoints the Trustee as its agent to receive all such            
presentations, surrenders, notices and demands.                                 

                The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, The City of  
New York) where the Securities may be presented or surrendered for any or all   
such purposes and may from time to time rescind such designations; provided,    
however, that no such designation or rescission shall in any manner relieve the 
Company of its obligation to maintain an office or agency in the Borough of     
Manhattan, The City of New York for such purposes.  The Company shall give      
prompt written notice to the Trustee of any such designation or rescission and  
of any change in the location of any such other office or agency.               

SECTION 1003.     Money for Security Payments to Be Held in Trust.              

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

                  Whenever the Company shall have one or more Paying Agents with
respect to any series of Securities, it shall, prior to each due date of the    
principal of, premium, if any, or interest on, any Securities of that series,   
deposit with a Paying Agent a sum sufficient to pay the principal, premium, if  
any, or interest so becoming due, such sum to be held in trust for the benefit  
of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of   
its action or failure so to act.                                                

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

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

                (2)  give the Trustee notice of any default by the
             Company (or any other obligor upon the Securities) in the
           making of any payment of principal, premium, if any, or
        interest in respect of any Security of a series; and

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                 (3)  at any time during the continuance of any such
               default, upon the written request of the Trustee, forthwith
               pay to the Trustee all sums so held in trust by such Paying
                  Agent for payment in respect of the Securities of that series.

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

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

SECTION 1004.     Statements of Officers of the Company and the Guarantor as to 
Default; Notice of Default.                 

                (a)  The Company and the Guarantor shall each deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company and   
the Guarantor, as the case may be, a certificate, signed by the principal       
executive officer, principal financial officer, or principal accounting officer,
stating that such officer has conducted or supervised a review of the activities
of the Company or the Guarantor, as the case may be, and its Subsidiaries and of
performance under this Indenture and whether or not to the best knowledge of the
signers thereof the Company or the Guarantor, as the case may be, has fulfilled 
all of its obligations under this Indenture or is in default (without regard to 
periods of grace or requirements of notice) in the performance and observance of
any of the terms, provisions and conditions hereof, and if the Company or the   
Guarantor, as the case may be, shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.             

                (b)  The Company or the Guarantor, as the case may be, shall
file with the Trustee written notice of the occurrence of any default or Event  

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of Default or event or condition which with notice or the lapse of time or both 
would become an Event of Default within five Business Days of its becoming aware
of any such default, Event of Default or event or condition.                    

SECTION 1005.     Existence.                                                    

                 Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its     
existence, rights (charter and statutory) and franchises; provided, however,    
that the Company shall not be required to preserve any such right or franchise  
if its Board of Directors shall determine that the preservation thereof is no   
longer desirable in the conduct of the business of the Company.                 

SECTION 1006.     Maintenance of Properties.                                    

                  The Company shall cause all material properties used or useful
in the conduct of its business or the business of any Subsidiary to be          
maintained and kept in good condition, repair and working order and supplied    
with all necessary equipment and shall cause to be made all necessary repairs,  
renewals, replacements, betterments and improvements thereof, all as in the     
judgment of the Company may be necessary so that the business carried on in     
connection therewith may be properly and advantageously conducted at all times; 
provided, however, that nothing in this Section 1006 shall prevent the Company  
from discontinuing the operation or maintenance of any of such properties or    
disposing of any of them if such discontinuance or disposal is, in the judgment 
of the Company desirable in the conduct of its business or the business of any  
Subsidiary.                                                                     

SECTION 1007.     Payment of Taxes and Other Claims.                            

             The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments 
and governmental charges (including withholding taxes and any penalties,        
interest and additions to taxes) levied or imposed upon the Company or any      
Subsidiary or upon the income, profits or property of the Company or any        
Subsidiary, and (2) all material lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company or
any Subsidiary, in each case, material to the Company and its Subsidiaries,     
taken as a whole; provided, however, that the Company shall not be required to  
pay or discharge or cause to be paid or discharged any such tax, assessment,    
charge or claim whose amount, applicability or validity is being contested in   
good faith by appropriate proceedings and for which disputed amounts adequate   
reserves have been made.                                                        

SECTION 1008.     Limitation on Layering Debt.                                  

            Neither the Company nor the Guarantor may create, incur,
assume or suffer to exist any Debt that is subordinate in right of payment to   
any other Debt of the Company or the Guarantor, as applicable, unless, by its   
terms or the terms of the instrument creating or evidencing it, such Debt is    

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subordinate in right of payment to, or ranks pari passu with, the Securities or,
in the case of Guarantor, the Guarantee.                                        

SECTION 1009.     Limitation on Status as Investment Company.                   

                 Neither the Company nor any of its Subsidiaries may become an
"investment company" (as that term is defined in the Investment Company Act of  
1940, as amended), to the extent any are subject to regulation under the        
Investment Company Act of 1940, as amended, except for Subsidiaries established 
for the purpose of financing the other operating businesses of the Company or   
its Subsidiaries.                                                               

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101.     Right of Redemption.                                          

                 The Securities may be redeemed at the election of the Company
as specified in the form of Security or as specified in Section 1109.           

SECTION 1102.     Applicability of Article.                                     

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

SECTION 1103.     Election to Redeem; Notice to Trustee.                        

                 The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution of the Company.  In    
case of any redemption at the election of the Company of less than all the      
Securities of a series, the Company shall, at least 60 days prior to the        
Redemption Date fixed by the Company (unless a shorter notice shall be          
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of 
the principal amount of Securities of such series to be redeemed.               

SECTION 1104.     Selection by Trustee of Securities to Be Redeemed.            

         If less than all the Securities of a series are to be
redeemed, the particular Securities to be redeemed shall be selected not more   
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding  
Securities of such series not previously called for redemption, by such method  
as the Trustee shall deem fair and appropriate and which may provide for the    
selection for redemption of portions (equal to $1,000 or any integral multiple  
thereof) of the principal amount of Securities of such series of a denomination 
larger than $1,000.                                                             

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

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

SECTION 1105.     Notice of Redemption.                                         

            Notice of Redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the     
Redemption Date, to each Holder of Securities to be redeemed, at his address    
appearing in the Security Register.                                             

All notices of redemption shall state:      

(1)  the Redemption Date,         

(2)  the Redemption Price,        

                     (3)  if less than all the Outstanding Securities of any
              series are to be redeemed, the identification (and, in the
             case of partial redemption, the principal amounts) of the
               particular Securities to be redeemed, and that on and after
         the date fixed for redemption, upon surrender of such
                  Security, a new Security or Securities equal to the unredeemed
portions thereof will be issued,            

                   (4)  that on the Redemption Date the Redemption Price
             will become due and payable upon each such Security to be
                  redeemed and that interest thereon will cease to accrue on and
after said date,                            

                      (5)  the place or places where such Securities are to be
        surrendered for payment of the Redemption Price, and

                     (6)  the CUSIP number of the Securities to be redeemed.

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

SECTION 1106.     Deposit of Redemption Price.                                  

                Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own     
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount

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of money sufficient to pay the Redemption Price of, and (except if the          
Redemption Date shall be an Interest Payment Date) accrued interest on, all the 
Securities which are to be redeemed on that date, subject to the provisions of  
Section 1109.                                                                   

SECTION 1107.     Securities Payable on Redemption Date.                        

            Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and      
payable at the Redemption Price therein specified, subject to the provisions of 
Section 1109, and from and after such date (unless the Company shall default in 
the payment of the Redemption Price and accrued and unpaid interest) such       
Securities shall cease to bear interest.  Upon surrender of any such Security   
for redemption in accordance with said notice, such Security shall be paid for  
by the Company at the Redemption Price, together with accrued and unpaid        
interest to the Redemption Date subject to the provisions of Section 1109;      
provided, however, that installments of interest whose Stated Maturity is on or 
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of       
business on the relevant Record Dates according to their terms and the          
provisions of Section 307.                                                      

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

SECTION 1108.     Securities Redeemed in Part.                                  

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

SECTION 1109.     Redemption to Comply with Gaming Laws.                        

                Notwithstanding the other provisions of this Indenture, if a
Holder or beneficial owner of a Security is required to qualify under the Gaming
Laws and does not so qualify, the Holder will be obliged, at the request of the 
Company, to dispose of such Holder's Securities within 30 days after receipt of 
notice of failure so to qualify or such earlier date prescribed by the Gaming   
Authority (in which event the Company's obligation to pay any interest after the
receipt of such notice shall be limited as provided in such Gaming Laws), and,  
thereafter, the Company shall have the right to redeem, on the date fixed by the

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Company for redemption of such Securities, such Holder's Securities at a        
redemption price equal to 100% of the principal amount without accrued interest 
thereon from such date as required by such Gaming Laws.  If the Company elects  
to redeem Securities pursuant to this paragraph, the notice required by Sections
1103 and 1105 shall be deemed properly given, if mailed by the Company at any   
time prior to such redemption date fixed by the Company.                        

ARTICLE TWELVE

 GUARANTEE

SECTION 1201.     Guarantee.                                                    

             (a)  Subject to subsection (b), below, and subject to the
provisions of Section 1109, the Guarantor hereby irrevocably and unconditionally
guarantees (such guarantee being the "Guarantee") to each Holder of a Security  
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture  
and the Securities hereunder, that:  (i) the principal of, premium, if any, and 
interest on the Securities promptly will be paid in full when due, whether at   
the maturity or Interest Payment Date, by acceleration, call for redemption or  
otherwise, and interest on the overdue principal, premium, if any, and interest,
if any, of the Securities, 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 Securities or any 
of such other obligations, the same will be promptly paid in full when due or   
performed in accordance with the terms of the extension or renewal, whether at  
Stated Maturity, by acceleration or otherwise.  Failing payment when due by the 
Company of any amount so guaranteed for whatever reason, the Guarantor shall be 
obligated to pay the same immediately.  The Guarantor hereby agrees that its    
obligations hereunder shall be unconditional, irrespective of the validity,     
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the      
Securities 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.  The Guarantor hereby waives 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 and covenants that this     
Guarantee shall not be discharged except by complete performance of the         
obligations contained in the Securities and this Indenture.  If any Holder or   
the Trustee is required by any court or otherwise to return to the Company or   
any custodian, Trustee, liquidator or other similar official acting in relation 
to the Company, any amount paid by the Company to the Trustee or such Holder,   
this Guarantee, to the extent theretofore discharged, shall be reinstated in    
full force and effect.  The Guarantor agrees that it shall not be entitled to   
any right of subrogation in relation to the Holders in respect of any           

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obligations guaranteed hereby until payment in full of all obligations is       
guaranteed hereby.                                                              

                  (b)  It is the intention of the Guarantor and the Company that
the obligations of the Guarantor hereunder shall be, but not in excess of, the  
maximum amount permitted by applicable law.  Accordingly, if the obligations in 
respect of the Guarantee would be annulled, avoided or subordinated to the      
creditors of the Guarantor by a court of competent jurisdiction in a proceeding 
actually pending before such court as a result of a determination both that such
Guarantee was made without fair consideration and, immediately after giving     
effect thereto, the Guarantor was insolvent or unable to pay its debts as they  
mature or left with an unreasonably small capital, then the obligations of the  
Guarantor under the Guarantee shall be reduced by such court if such reduction  
would result in the avoidance of such annulment, avoidance or subordination;    
provided, however, that any reduction pursuant to this paragraph shall be made  
in the smallest amount as is strictly necessary to reach such result.  For      
purposes of this paragraph, "fair consideration," "insolvency," "unable to pay  
its debts as they mature," "unreasonably small capital" and the effective times 
of reductions, if any, required by this paragraph shall be determined in        
accordance with applicable law.                                                 

               (c)  The Guarantor shall be subrogated to all rights of the
Holders against the Company in respect of any amounts paid by Guarantor pursuant
to the provisions of the Guarantee or this Indenture; provided, however, that   
the Guarantor shall not be entitled to enforce or to receive any payments       
arising out of, or based upon, such right of subrogation until the principal of,
premium, if any, and interest on all Securities issued hereunder shall have been
paid in full.                                                                   

SECTION 1202.     Execution and Delivery of Guarantee.                          

            To evidence the Guarantee set forth in Section 1201, the
Company and the Guarantor hereby agree that a notation of such Guarantee shall  
be endorsed on each Security authenticated and delivered by the Trustee, that   
such notation of such Guarantee shall be in such form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental     
hereto, in each case with such appropriate provisions as are required or        
permitted by this Indenture, and that this Indenture shall be executed on behalf
of the Guarantor by its Chairman of the Board, one of its Vice Chairmen of the  
Board, its President or one of its Vice Presidents under a facsimile of its seal
reproduced thereon and attested to by another officer other than the officer    
executing the Indenture, as the case may be.                                    

               The Guarantor hereby agrees that the Guarantee set forth in
Section 1201 shall remain in full force and effect notwithstanding any failure  
to endorse on each Security a notation of the Guarantee.                        

                If an officer whose signature is on this Indenture no longer
holds that office at the time the Trustee authenticates the Security on which   
the Guarantee is endorsed, the Guarantee shall be valid nevertheless.           

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          The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantor.                         

SECTION 1203.     Release of Guarantor.                                         

               The Guarantor shall be released from all of its obligations
under the Guarantee and under this Indenture if:                                

                    (a)  (i)  the Company or the Guarantor has transferred
                all or substantially all of its properties and assets to any
       Person (whether by sale, merger or consolidation or
               otherwise), or has merged into or consolidated with another
             Person, pursuant to a transaction in compliance with this
Indenture;                                  

                        (ii)  the corporation to whom all or substantially
                    all of the properties and assets of the Company or the
                   Guarantor are transferred, or whom the Company or the
                 Guarantor has merged into or consolidated with, has
                     expressly assumed, by an indenture supplemental hereto,
            executed and delivered to the Trustee, in form
                     satisfactory to the Trustee, all the obligations of the
                Guarantor under the Guarantees and this Indenture;

                         (iii)      immediately before and immediately after
                     giving effect to such transaction, no Event of Default,
                       and no event or condition which, after notice or lapse of
                   time or both, would become an Event of Default, shall
  have occurred and be continuing; and

                         (iv)  the Guarantor has delivered to the Trustee an
                   Officers' Certificate and an Opinion of Counsel, each
                     stating that such consolidation, merger or transfer and
                       such supplemental indenture comply with this Section 1203
                   and that all conditions precedent herein provided for
                      relating to such transaction have been complied with; or

                       (b)  the Guarantor liquidates (other than pursuant to any
         Bankruptcy Law) and complies, if applicable, with the
               provisions of this Indenture; provided that if a Person and
                  its Affiliates, if any, shall acquire all or substantially all
            of the assets of the Guarantor upon such liquidation the
Guarantor shall liquidate only if:          

                       (i)  the Person and each such Affiliate (or the
            common corporate parent of such Person and its
                      Affiliates, if such Person and its Affiliates are wholly
                     owned by such parent) which acquire or will acquire all
               or a portion of the assets of the Guarantor shall
                    expressly assume, by an indenture supplemental hereto,

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            executed and delivered to the Trustee, in form
                     satisfactory to the Trustee, all the obligations of the
                    Guarantor, under the Guarantees and this Indenture and
                    such Person or any of such Affiliates (or such parent)
                     shall be a corporation organized and existing under the
                   laws of the United States or any State thereof or the
District of Columbia;             

                   (ii)  immediately after giving effect to such
               transaction, no Event of Default, and no event or
                     condition which, after notice or lapse of time or both,
                       would become an Event of Default, shall have occurred and
be continuing; and                

                           (iii)      the Guarantor has delivered to the Trustee
                      an Officers' Certificate and an Opinion of Counsel, each
                 stating that such liquidation and such supplemental
                  indenture comply with this Section 1203 and that all
                       conditions precedent herein provided for relating to such
     transaction have been complied with; or

                    (c)  the Company ceases for any reason to be a "wholly
                  owned subsidiary" of the Guarantor (as such term is defined in
         Rule 1-02(z) of the Regulation S-X promulgated by the
Commission).                                

                  Upon any assumption of the Guarantee by any Person pursuant to
this Section, such Person may exercise every right and power of the Guarantor   
under this Indenture with the same effect as if such successor corporation had  
been named as the Guarantor herein, and all the obligations of the Guarantor,   
hereunder and under the Guarantees and the Indenture shall terminate.           

SECTION 1204.     When Guarantor May Merge, etc.                                

                  The Guarantor shall not consolidate with or merge with or into
any other Person or, directly or indirectly, sell, lease or convey all or       
substantially all of its assets (computed on a consolidated basis), whether in a
single transaction or a series of related transactions, to another Person,      
unless:                                                                         

                       (a)  either the Guarantor shall be the continuing person,
              or the Person (if other than the Guarantor) formed by such
             consolidation or into which the Guarantor is merged or to
                which the assets of the Guarantor are transferred shall be a
                corporation organized and validly existing under the laws of
             the United States or any State thereof or the District of
        Columbia and shall expressly assume, by an indenture
                  supplemental hereto, executed and delivered to the Trustee, in
                form satisfactory to the Trustee, all the obligations of the
     Guarantor under the Guarantee and this Indenture;

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                       (b)  immediately after giving effect to such transaction,
               no Event of Default, and no event or condition which, after
             notice or lapse of time or both, would become an Event of
       Default, shall have occurred and be continuing; and

                (c)  the Guarantor has delivered to the Trustee an
                 Officers' Certificate and an Opinion of Counsel, each stating
                  that such consolidation, merger, sale, conveyance or lease and
                 such supplemental indenture comply with this Section and that
                 all conditions precedent herein provided for relating to such
transaction have been complied with.        

                Upon any consolidation or merger, or any sale, conveyance or
lease of all or substantially all of the assets of the Guarantor, in accordance 
with this Section, the successor corporation formed by such consolidation or    
into which the Guarantor is merged or to which such transfer is made shall      
succeed to, and be substituted for, and may exercise every right and power of,  
the Guarantor under this Indenture with the same effect as if such successor    
corporation had been named as the Guarantor herein, and all the obligations of  
the predecessor Guarantor hereunder and under the Guarantee and the Indenture   
shall terminate.                                                                

ARTICLE THIRTEEN

SECURITY

SECTION 1301.     Security Interests.                                           

                  (a)  In order to secure the Indenture Obligations, the Company
has, pursuant to the Security Documents, granted the Security Interests to the  
Trustee, for the benefit of the Holders.  The Trustee, by its execution hereof, 
and each Holder, by accepting a Security, agree to all of the terms and         
provisions of the Security Documents, as the same may be amended from time to   
time pursuant to the provisions of this Indenture.  The Trustee and each Holder 
acknowledge that, as more fully set forth in the Security Documents, the rights 
of the Holders (or the Trustee on their behalf) to receive proceeds from the    
disposition of the Other Collateral is subordinated to the Bank Security        
Interests, as set forth in Section 13.03.                                       

             (b)  The Security Interests as now or hereafter in effect
shall be for the equal and ratable benefit and security of the Holders without  
preference, priority or distinction of any thereof over any other by reason of  
difference in time of issuance, sale or otherwise, and for the enforcement of   
the Indenture Obligations.                                                      

          (c)  The Company has executed and delivered, filed and
recorded or will execute and deliver, file and record, all instruments and      
documents, and has done or will do all such acts and other things as are        
reasonably necessary to subject the Collateral to the Security Interests.  The  
Company will execute and deliver, file and record all instruments and do all    

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acts and other things as may be reasonably necessary or advisable to perfect,   
maintain and protect the Security Interests.                                    

SECTION 1302.     Recording, etc.                                               

               The Company will cause, at its own expense, this Indenture,
the Security Documents and all amendments and supplements thereto, to be        
registered, recorded and filed and/or re-registered, recorded, re-filed and     
renewed in such manner and in such place or places, if any, as may be required  
by law in order fully to preserve and protect the lien of the Security Documents
on all parts of the Collateral and to effectuate and preserve the security of   
the Holders and all rights of the Trustee.                                      

The Company shall furnish to the Trustee:   

                   (i)  promptly after the execution and delivery of the
               Indenture an Opinion of Counsel either (a) stating that, in
                  the opinion of such counsel, this Indenture and the assignment
         of the Collateral intended to be made by the Security
               Documents and all other instruments of further assurance or
                  amendment have been properly recorded, registered and filed to
                  the extent necessary to make effective the lien intended to be
                  created by the Security Documents, and reciting the details of
                  such action and stating that as to the Security Documents such
              recording, registering and filing are the only recordings,
                 registerings and filings necessary to give notice thereof and
                  further stating that all financing statements and continuation
              statements have been executed and filed that are necessary
               fully to preserve and protect the rights of the Holders and
                  the Trustee hereunder and under the Security Documents, or (b)
                stating that, in the opinion of such counsel, no such action
                is necessary to make such lien and assignment effective; and

                   (ii)  within 30 days after each anniversary date of the
                  execution and delivery of the Indenture, an Opinion of Counsel
                 either (a) stating that, in the opinion of such counsel, this
                 Indenture and the assignment of the Collateral intended to be
               made by the Security Documents and all other instruments of
                 further assurance or amendment have been properly registered,
               recorded, filed, re-registered, re-recorded and re-filed to
            the extent necessary to maintain the lien intended to be
                  created by the Security Documents, and reciting the details of
             such action and stating that all financing statements and
                 continuation statements have been executed and filed that are
             necessary fully to preserve and protect the rights of the
   Holders and the Trustee hereunder and under the
              Security Documents, or (b) stating that, in the opinion of
              such counsel, no such action is necessary to maintain such
lien.                                       

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                 The Company shall cause Section 314(d) of the TIA relating to
the release of property from the lien of the Security Documents to be complied  
with to the extent applicable.  Any certificate or opinion required by Section  
314(d) of the TIA may be made by an Officer of the Company to the extent        
permitted by Section 314(d) of the TIA.                                         

SECTION 1303.     Lien Subordination.                                           

                 (a)  Bank Security Interests in the Other Collateral shall be
senior and prior in right to the Security Interests.  The Trustee and each      
Holder acknowledge that the rights of the Banks to receive proceeds from the    
disposition of the Other Collateral is senior to the rights of the Holders to   
receive proceeds from the disposition of the Other Collateral.                  

          (b)  The priorities set forth in this Section 1303 are
applicable irrespective of the order of creation, attachment or perfection of   
any Liens or security interests or any priority that might otherwise be         
available to the Holders, the Trustee, or any Bank under the applicable law.    

          (c)  The priorities set forth in this Section 1303 are
premised upon the assumption that the Bank Security Interests are duly and      
properly created and perfected and are not avoidable for any reason.            
Accordingly, to the extent that (but only for so long as) any Bank Security     
Interests are not duly and properly created and perfected or are avoidable for  
any reason, then the subordinations provided for in this Section 1303 shall not 
be effective as to the particular Collateral subject to such Bank Security      
Interests; provided, however, that the Trustee and each Holder, by accepting a  
Security, agree not to contest, or to bring (or voluntarily join in) any action 
or proceeding for the purpose of contesting the validity, perfection or priority
(as herein provided) of, or seeking to avoid, any Bank Security Interests, and  
provided further, that nothing herein shall be deemed or construed to prevent   
any Bank from commencing an action or proceeding to assert any right or claim it
may have arising under or in connection with any Bank Security Documents.       

              (d)  Nothing in this Indenture or in any Security Document
shall constitute a subordination of Indenture Obligations to Bank Obligations.  
The Indenture Obligations are and shall be pari passu in right of payment with  
the Bank Obligations.                                                           

SECTION 1304.     Enforcement of Security.                                      

                 The Trustee on behalf of the Holders may from time to time in
its sole discretion in accordance with the terms of the Security Documents take 
or authorize the taking of such action with regard to the protection, exercise  
and/or enforcement of its rights in and to the Collateral as the Trustee may    
determine to be necessary or appropriate.                                       

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SECTION 1305.     Intercreditor Arrangements Amongst the Banks.                 

                Nothing in this Article Thirteen shall be construed so as to
limit the Banks in setting forth their respective priorities in the Collateral  
in any intercreditor agreements amongst any of them.                            

SECTION 1306.     Reliance on Opinion of Counsel.                               

                  The Trustee shall, before taking any action under this Article
Thirteen, be entitled to receive an Opinion of Counsel, stating the legal effect
of such action, and that such action will not be in contravention of the        
provisions hereof, and such opinion shall be full protection to the Trustee for 
any action taken or omitted to be taken in reliance thereon.                    

SECTION 1307.     Purchaser May Rely.                                           

           A purchaser in good faith of the Collateral or any part
thereof or interest therein which is purported to be transferred, granted or    
released by the Trustee as provided in this Article Thirteen, may rely on the   
authority of the Trustee to execute the transfer, grant or release, or to       
inquire as to the satisfaction of any conditions precedent to the exercise of   
such authority, or to see the application of the purchase price thereof.        

SECTION 1308.     Payment of Expenses.                                          

                On demand of the Trustee, the Company forthwith shall pay or
satisfactorily provide for all reasonable expenditures incurred by the Trustee  
under this Article Thirteen and all such sums shall be a Lien upon the          
Collateral and shall be secured thereby.                                        

SECTION 1309.     Suits to Protect the Collateral.                              

         Subject to Sections 1301, 1302, 1303 and 1304 of this
Indenture, the Trustee shall have power to institute and to maintain such suits 
and proceedings as it may deem expedient to prevent any impairment of the       
Collateral by any acts which may be unlawful or in violation of the Security    
Documents or this Indenture, including the power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or  
otherwise invalid or, if the enforcement of, or compliance with, such enactment,
rule or order would impair the Security Interests in contravention of this      
Indenture or be prejudicial to the interests of the Holders or of the Trustee.  

SECTION 1310.     Trustee's Duties.                                             

                  The powers conferred upon the Trustee by this Article Thirteen
are solely to protect the Security Interests and shall not impose any duty upon 
the Trustee to exercise any such powers except as expressly provided in this    
Indenture.  The Trustee shall be under no duty to the Company whatsoever to make
or give any presentment, demand for performance, notice of nonperformance,      
protest, notice of protest, notice of dishonor, or other notice or demand in    

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connection with any Collateral, or to take any steps necessary to preserve any  
rights against prior parties except as expressly provided in this Indenture.    
The Trustee shall not be liable to the Company for failure to collect or realize
upon any or all of the Collateral, or for any delay in so doing, nor shall the  
Trustee be under any duty to the Company to take any action whatsoever with     
regard thereto.  The Trustee shall have no duty to the Company to comply with   
any recording, filing, or other legal requirements necessary to establish or    
maintain the validity, priority or enforceability of, or the Trustee's rights in
or to, any Collateral.                                                          

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

                            HARRAH'S OPERATING COMPANY, INC.

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

[Seal]       By:                                                      
----------------------                
Name:                                       
Title:                                      

                        HARRAH'S ENTERTAINMENT, INC.

[Seal]                                By:                             
                                              ----------------------------------
                                                                               -
           Name:
            Title:

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

                          NATIONSBANK OF TENNESSEE, N.A.

[Seal]                                By:                             
                                  ----------------------
           Name:
            Title:

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

70

Dates Referenced Herein

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		9/22/95							None on these Dates
Filed on:		9/20/95
		6/9/95		12
		7/22/93		12
									List all Filings