<PAGE>
                                       
                      AMENDED AND RESTATED CREDIT AGREEMENT


          THIS AMENDED AND RESTATED CREDIT AGREEMENT ("Credit Agreement") is 
made and entered into as of the 9th day of December, 1998, by and among 
HARVEYS CASINO RESORTS, a Nevada corporation ("HCR"), HARVEYS C.C. MANAGEMENT 
COMPANY, INC., a Nevada corporation ("HCCMC"), HARVEYS IOWA MANAGEMENT 
COMPANY, INC., a Nevada corporation ("HIMC"), HARVEYS TAHOE MANAGEMENT 
COMPANY, INC., a Nevada corporation ("HTMC") and HCR SERVICES COMPANY, INC., 
a Nevada corporation ("HCRSC" and together with HCR, HCCMC, HIMC and HTMC 
collectively the "Borrowers"), WELLS FARGO BANK, National Association, THE 
FIRST NATIONAL BANK OF CHICAGO, FIRST SECURITY BANK, N.A., U.S. BANK NATIONAL 
ASSOCIATION, CREDIT LYONNAIS LOS ANGELES BRANCH, SOCIETE GENERALE, IMPERIAL 
BANK, HIBERNIA BANK, BANK OF THE WEST, and FIRST HAWAIIAN BANK (herein 
together with their respective successors and assigns collectively the 
"Lenders"), WELLS FARGO BANK, National Association, as the swingline lender 
(herein in such capacity, together with its successors and assigns, the 
"Swingline Lender"), WELLS FARGO BANK, National Association, as the issuer of 
letters of credit hereunder (herein in such capacity, together with its 
successors and assigns, the "L/C Issuer") and WELLS FARGO BANK, National 
Association, as administrative and collateral agent for the Lenders, 
Swingline Lender and L/C Issuer (herein, in such capacity, called the "Agent 
Bank" and, together with the Lenders, Swingline Lender and L/C Issuer, 
collectively referred to as the "Banks").

                                   R E C I T A L S:
                                   ----------------

          WHEREAS:

          A.     In this Credit Agreement all capitalized words and terms 
shall have the respective meanings and be construed herein as hereinafter 
provided in Section 1.01 of this Credit Agreement and shall be deemed to 
incorporate such words and terms as a part hereof in the same manner and with 
the same effect as if the same were fully set forth.

          B.     By Agreement and Plan of Merger dated as of February 1, 1998 
(the "Merger Agreement"), HCR and Harveys Acquisition Corporation, a Nevada 
corporation ("HAC") agreed that HAC shall merge with and into HCR, with HCR 
remaining as the surviving entity and, as of the Merger Effective Time, the 
Pre-Merger Common Stock shall be cancelled and retired or converted into the 
right to receive the Merger Consideration.  

                                       
<PAGE>

The requisite percentage of the holders of the Pre-Merger Common Stock 
approved the Merger Agreement on May 14, 1998.

          C.     HAC and WFB intend to enter into a loan agreement on or 
before the Merger Effective Date (the "HAC Loan Agreement") under the terms 
of which WFB shall agree to fund a loan (the "HAC Loan") up to the amount of 
One Hundred Eighty-Five Million Dollars ($185,000,000.00) to be further 
evidenced by a demand note of even date therewith (the "HAC Demand Note") to 
be executed by HAC, payable to the order of WFB.

          D.     The proceeds of the HAC Loan shall be used to fund a portion 
of the Merger Consideration to be paid by HAC to the holders of the 
Pre-Merger Common Stock in connection with the Merger and to pay related fees 
and expenses.

          E.     HCR, the Operating Subsidiaries and the Existing Harveys 
Lenders are party to the Existing Harveys Credit Agreement.  In connection 
with the Merger, all obligations of  HAC under the HAC Loan shall be assumed 
by HCR. HCR, the Operating Subsidiaries and the Banks all desire to amend and 
restate the Existing Harveys Credit Agreement, as set forth herein, and to 
utilize the proceeds of the Initial Disbursement hereunder to repay all 
borrowings by HAC under the HAC Loan.

          NOW, THEREFORE, in consideration of the foregoing, and other 
valuable considerations as hereinafter described, the parties hereto do 
promise, covenant and agree as follows:
                                       
                                   ARTICLE I

                                  DEFINITIONS

          Section 1.01.  DEFINITIONS.  For the purposes of this Credit 
Agreement, each of the following terms shall have the meaning specified with 
respect thereto, unless a different meaning clearly appears from the context:

          "Access Laws" shall have the meaning set forth in Section 5.23.

          "Adjusted Fixed Charge Coverage Ratio" as of the end of any Fiscal 
Quarter shall mean with reference to the Borrower Consolidation:

                                      -2-
<PAGE>

          For the Fiscal Quarter under review, together with the most 
          recently ended three (3) preceding Fiscal Quarters, the sum of: (i) 
          EBITDA, less (ii) the aggregate amount of actually paid federal and 
          state taxes on or measured by income or profits, less (iii) 
          Distributions actually paid solely to the extent not deducted in 
          determining Net Income during such Fiscal Quarters, but excluding 
          Distributions paid on or prior to the Closing Date, less (iv) the 
          amount of the Minimum Cap Ex Requirement for such period

          Divided by (DIVIDED BY)

          The sum of: (i) the aggregate amount of actually paid Interest Expense
          (expensed and capitalized), plus (ii) the aggregate amount of
          Scheduled Reductions actually paid, plus (iii) the aggregate amount of
          actually paid principal payments or reductions (without duplication)
          made on all other Indebtedness, plus (iv) the current portion of
          Capitalized Lease Liabilities, to the extent not included in (i) or
          (iii) above; in each case of (i) through (iv) determined for the
          Fiscal Quarter under review together with the most recently ended
          three (3) preceding Fiscal Quarters.

          "Affiliate(s)" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person.  A Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, power to:

                 (a)     vote twenty percent (20%) or more of the equity
          securities (on a fully diluted basis) having ordinary voting power for
          the election of directors or managing general partners; or

                 (b)     direct or cause the direction of the management and
          policies of such Person whether by contract or otherwise.

          "Agent Bank" shall mean WFB in its capacity as administrative and
collateral agent for Lenders, Swingline Lender and L/C Issuer.

          "Aggregate Commitment" shall mean reference to the aggregate amount
committed by Lenders for advance to or on 

                                       -3-
<PAGE>

behalf of the Borrower Consolidation as Borrowings under the Credit Facility 
(inclusive of the outstanding principal under the Existing Harveys Credit 
Facility as of the Merger Effective Time) in the initial principal amount of 
One Hundred Eighty-Five Million Dollars ($185,000,000.00), subject to the 
Scheduled Reductions as set forth on the Aggregate Commitment Reduction 
schedule and to the  limitations for advance as set forth in the definition 
of Maximum Permitted Balance.

          "Aggregate Commitment Reduction Schedule" shall mean the Aggregate 
Commitment Reduction Schedule marked "Schedule 2.01(c)", affixed hereto and 
by this reference incorporated herein and made a part hereof, setting forth 
the Scheduled Reductions and Maximum Scheduled Balance as of each Reduction 
Date under the Credit Facility.

          "Aggregate Outstandings" shall mean collective reference to the sum 
of the Funded Outstandings, Swingline Outstandings and L/C Exposure as of any 
given date of determination.

          "Applicable Margin" means for any Base Rate Loan or LIBOR Loan 
during the period commencing on the date of the Initial Disbursement and 
continuing until the Maturity Date, the applicable percentage amount to be 
added to the Base Rate or LIBO Rate, as the case may be, as set forth in 
Table One below in each instance based on the Leverage Ratio calculated with 
regard to the Borrower Consolidation as of each Fiscal Quarter end, any 
change in the applicable percentage amount by reason thereof to be effective 
as of the 1st day of the third (3rd) month immediately following each such 
Fiscal Quarter end:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                          TABLE ONE               TABLE TWO
----------------------------------------------------------------------------------------------
                                                                     LIBO
                                                   BASE RATE         RATE         COMMITMENT
                LEVERAGE RATIO                       MARGIN         MARGIN        PERCENTAGE
----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>          <C>
 Greater than 4.50 to 1.0                            1.75%          3.00%           0.50%
----------------------------------------------------------------------------------------------
 Greater than 4.00 to 1.0 but less than or           1.50%          2.75%           0.50%
 equal to 4.50 to 1.00
----------------------------------------------------------------------------------------------
 Greater than 3.50 to 1.0 but less than or           1.00%          2.25%          0.375%
 equal to 4.00 to 1.00
----------------------------------------------------------------------------------------------
 Greater than 3.00 to 1.0 but less than or           0.75%          2.00%          0.375%
 equal to 3.50 to 1.00
----------------------------------------------------------------------------------------------

                                      -4-
<PAGE>


<CAPTION>
----------------------------------------------------------------------------------------------
                                                          TABLE ONE               TABLE TWO
----------------------------------------------------------------------------------------------
                                                                     LIBO
                                                   BASE RATE         RATE         COMMITMENT
                LEVERAGE RATIO                       MARGIN         MARGIN        PERCENTAGE
----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>          <C>
 Greater than 2.00 to 1.0 but less than or           0.50%        1.75%            0.375%
 equal to 3.00 to 1.00
----------------------------------------------------------------------------------------------
 Greater than 1.00 to 1.0 but less than or           0.00%        1.250%           0.375%
 equal to 2.00 to 1.00
----------------------------------------------------------------------------------------------
 Less than or equal to 1.00 to 1.00                  0.00%        1.00%            0.25%
----------------------------------------------------------------------------------------------
</TABLE>

          "Articles of Merger" shall mean collective reference to the 
articles of merger and other appropriate documentation required by Law, and 
in accordance with the applicable provisions of the Laws of the State of 
Nevada, for the Merger of HAC and HCR, with HCR to continue as the surviving 
corporation and the cessation of HAC as a separate entity.

          "Assets" shall mean the total assets of the Borrower Consolidation 
determined in accordance with GAAP.

          "Assignment and Assumption Agreement" shall mean the document 
evidencing an assignment of a Syndication Interest by any Lender to an 
Eligible Assignee in the form of the Assignment, Assumption and Consent 
Agreement marked "Exhibit L", affixed hereto and by this reference 
incorporated herein and made a part hereof.

          "Assignment of California Greenbelt Lease" shall mean the Amended 
and Restated Assignment of California Greenbelt Lease executed by HTMC and 
Agent Bank on or before the Closing Date as additional security for the Bank 
Facilities, pursuant to which HTMC assigns to Agent Bank on behalf of Lenders 
all of its right, title and interest as lessee under the California Greenbelt 
Lease, which shall constitute a full amendment and restatement of the 
Assignment of California Greenbelt Lease recorded August 16, 1995, in the 
Official Records of El Dorado County, California, in Book 4522, at Page 088, 
as Document No. 036647, together with all prior amendments thereto, as such 
Amended and Restated Assignment of California Greenbelt Lease may be amended, 
restated or otherwise modified from time to time.

          "Assignment of Friendship Sublease" shall mean the Amended and 
Restated Assignment of Friendship Park Sublease executed by HIMC and Agent 
Bank on or before the Closing Date 

                                       -5-
<PAGE>

as additional security for the Bank Facilities pursuant to which HIMC assigns 
to Agent Bank on behalf of Lenders all of its right, title and interest as 
sublessee under the Friendship Sublease, which shall constitute a full 
amendment and restatement of the Assignment of Friendship Park Sublease 
recorded August 16, 1995, in the Official Records of Pottawattamie County, 
Iowa, in Book 96, at Page 4606, as Instrument No. 1849, together with all 
prior amendments thereto, as such Amended and Restated Assignment of 
Friendship Park Sublease may be amended, restated or otherwise modified from 
time to time.

          "Assignment of Park Cattle Lease" shall mean the Amended and 
Restated Assignment of Park Cattle Lease executed by HTMC and Agent Bank on 
or before the Closing Date as additional security for the Bank Facilities 
pursuant to which HTMC assigns to Agent Bank on behalf of Lenders all of its 
right, title and interest as lessee under the Park Cattle Lease, which shall 
constitute a full amendment and restatement of the Assignment of Park Cattle 
Lease recorded August 16, 1995, in the Official Records of Douglas County, 
Nevada, in Book 895, at Page 2553, as Instrument No. 368423, together with 
all prior amendments thereto, as such Amended and Restated Assignment of Park 
Cattle Lease may be amended, restated or otherwise modified from time to time.

          "Assignment of Tahoe Greenbelt Lease" shall mean the Amended and 
Restated Assignment of Tahoe Greenbelt Lease executed by HTMC and Agent Bank 
on or before the Closing Date as additional security for the Bank Facilities 
pursuant to which HTMC assigns to Agent Bank on behalf of Lenders all of its 
right, title and interest as lessee under the Tahoe Greenbelt Lease, which 
shall constitute a full amendment and restatement of the Assignment of Tahoe 
Greenbelt Lease recorded August 16, 1995, in the Official Records of Douglas 
County, Nevada, in Book 895, at Page 2562, as Instrument No. 368424, together 
with all prior amendments thereto, as such Amended and Restated Assignment of 
Tahoe Greenbelt Lease may be amended, restated or otherwise modified from 
time to time.

          "Assignments" shall mean collective reference to the Tahoe 
Assignments, the Iowa Assignments and the Colorado Assignments.

          "Assignments of Permits, Licenses and Contracts" shall mean collective
reference to the Tahoe Assignment of Permits, Licenses and Contracts, Colorado
Assignment of 

                                      -6-
<PAGE>

Permits, Licenses and Contracts and the Iowa Assignment of Permits, Licenses 
and Contracts.

          "Assignments of Spaceleases, Contracts, Rents and Revenues" shall 
mean collective reference to the Tahoe Assignment of Spaceleases, Contracts, 
Rents and Revenues, Colorado Assignment of Spaceleases, Contracts, Rents and 
Revenues and the Iowa Assignment of Spaceleases, Contracts, Rents and 
Revenues.

          "Authorized Officer Certificate" shall have the meaning set forth 
in Section 3.05(iv).

          "Authorized Officer(s)" shall mean, relative to the Borrowers, 
those of the respective officers whose signatures and incumbency shall have 
been certified to Agent Bank and the Banks as required in Section 3.05(iv) of 
the Credit Agreement with the authority and responsibility to deliver Notices 
of Borrowing, Continuation/Conversion Notices, Compliance Certificates, 
Pricing Certificates, Notices of Swingline Advances, requests for the 
issuance of Letters of Credit and all other requests, notices, reports, 
consents, certifications and authorizations on behalf of Borrowers, or any of 
them.

          "Available Borrowings" shall mean, at any time, and from time to 
time, the aggregate amount available to Borrowers for a Borrowing, a 
Swingline Advance or issuance of a Letter of Credit not exceeding the amount 
of the Maximum Availability, as of each date of determination.

          "Bank Facilities" shall mean collective reference to the Credit 
Facility, Swingline Facility and L/C Facility.

          "Bank Facility Termination" or "Bank Facilities Termination" shall 
mean payment in full of all sums owing under the Notes and each of the other 
Loan Documents, the occurrence of the Stated Expiry Date or other termination 
or cash collateralization of all outstanding Letters of Credit, and the 
irrevocable termination of the obligation of Banks to advance Borrowings, to 
advance Swingline Advances and to issue Letters of Credit.

          "Banking Business Day" means (a) with respect to any Borrowing, 
payment or rate determination of LIBOR Loans, a day, other than a Saturday or 
Sunday, on which Agent Bank is open for business in San Francisco and on 
which dealings in Dollars are carried on in the London interbank market, and 

                                      -7-
<PAGE>

(b) for all other purposes any day excluding Saturday, Sunday and any day 
which is a legal holiday under the laws of the States of California, Nevada 
and/or New York, or is a day on which banking institutions located in 
California, Nevada and/or New York are required or authorized by law or other 
governmental action to close.

          "Bankruptcy Code" shall mean the United States Bankruptcy Code, as 
amended, 11 U.S.C. Section 101, ET SEQ.

          "Banks" shall have the meaning set forth in the Preamble to this 
Credit Agreement.

          "Base Rate" shall mean, as of any date of determination, the rate 
per annum equal to the higher of (a) the Prime Rate in effect on such date 
and (b) the Federal Funds Rate in effect on such date plus one-half of one 
percent (1/2 of 1%) (fifty basis points).

          "Base Rate Loan" shall mean reference to that portion of the unpaid 
principal balance of the Credit Facility bearing interest with reference to 
the Base Rate plus the Applicable Margin.

          "Borrower Consolidation" shall mean: (i) prior to the Merger 
Effective Time, collective reference to HCR, HTMC, HCRSC, HCCMC and HIMC on a 
consolidated basis, and (ii) as of and after the Merger Effective Time, 
collective reference to Borrowers and each Restricted Subsidiary on a 
consolidated basis, in each instance without regard to any Unrestricted 
Subsidiary or other Affiliate.

          "Borrowers" shall mean collective reference to HCR, HTMC, HCRSC, 
HCCMC and HIMC.

          "Borrowing(s)" shall mean the Initial Disbursement and such amounts 
as Borrowers may request by Notice of Borrowing to Agent Bank from time to 
time to be advanced under the Credit Facility following the Closing Date in 
accordance with the provisions of Section 2.03 or at the request of Agent 
Bank pursuant to Section 2.08 or Section 2.09.

          "Breakage Charges" shall have the meaning ascribed to such term in 
Section 2.07(c) of the Credit Agreement.

          "California Deed of Trust" shall mean the Amended and Restated 
Leasehold Deed of Trust with Assignment of Rents and Notice of Additional 
Commitment (California) to be 

                                      -8-
<PAGE>

executed by HTMC and Agent Bank on or before the Closing Date in favor of 
Agent Bank on behalf of Lenders for the purpose of encumbering HTMC's 
leasehold interest in the California Greenbelt Lease for the purpose of 
providing additional security for the Bank Facilities which shall constitute 
a full amendment and restatement of the Leasehold Deed of Trust with 
Assignment of Rents (California) recorded August 16, 1995, in the Official 
Records of El Dorado County, California, in Book 4522, at Page 069, as 
Instrument No. 036646, together with all prior amendments thereto, as such 
Amended and Restated Leasehold Deed of Trust with Assignment of Rents 
(California) may be amended, restated or otherwise modified from time to time.

          "California Greenbelt Lease" shall mean that certain Net Lease 
Agreement dated as of February 28, 1985, as amended by First Amendment to 
Lease Agreement dated as of June 1, 1997, between Park Cattle Company, as 
lessor, and HCR (formerly known as Harvey's Wagon Wheel, Inc., a Nevada 
corporation), as lessee, the lessee's interest therein having been assigned 
by HCR to HTMC by Assignment of Leases dated as of June 1, 1997, under the 
terms of which HTMC leases the California Greenbelt Property from Park Cattle 
Co., as such Net Lease Agreement may be further amended, extended, renewed, 
or otherwise modified from time to time.

          "California Greenbelt Lease Estoppel Certificate" shall mean an 
estoppel certificate duly executed by Park Cattle Co. as lessor and HTMC as 
lessee under the California Greenbelt Lease, wherein each certifies and 
represents to Agent Bank on behalf of Lenders that: (a) the California 
Greenbelt Lease, as defined herein, represents the entire agreement between 
the parties thereto, and supersedes all other previous documents and 
agreements between them, (b) that the California Greenbelt Lease has not been 
modified, supplemented or amended, except as described herein, (c) to the 
actual knowledge of lessor and to the best knowledge of lessee there are no 
defaults presently existing or continuing under any of the terms and 
provisions of the California Greenbelt Lease, and (d) other provisions 
regarding notice to Agent Bank in the event of a default thereunder, Agent 
Bank's right to cure any such default and the rights of Banks and their 
successors and assigns to continue in possession of the leased premises.

          "California Greenbelt Property" shall mean that real property which 
is particularly described as Parcel 5 on Exhibit Q attached hereto.

                                      -9-

<PAGE>

          "Capital Expenditures" shall mean, for any period, without 
duplication, the aggregate of all expenditures (whether paid in cash or 
accrued as liabilities during that period and including Capitalized Lease 
Liabilities) by the Borrower Consolidation during such period that, in 
conformity with GAAP, are required to be included in or reflected by the 
property, plant or equipment or similar fixed or capital asset accounts 
reflected in the consolidated balance sheet of the Borrower Consolidation 
(including equipment which is purchased simultaneously with the trade-in of 
existing equipment owned by Borrowers to the extent of (a) the gross amount 
of such purchase price LESS (b) the cash proceeds of trade-in credit of the 
equipment being traded in at such time), but excluding capital expenditures 
made in connection with the replacement or restoration of assets, to the 
extent reimbursed or refinanced from insurance proceeds paid on account of 
the loss of or damage to the assets being replaced or restored, or from 
awards of compensation arising from the taking by condemnation of or the 
exercise of the power of eminent domain with respect to such assets being 
replaced or restored.

          "Capital Proceeds" shall mean the net proceeds (after deducting all 
reasonable or customary expenses incurred in connection therewith) available 
to Borrowers in excess of Five Million Dollars ($5,000,000.00) in the 
aggregate during any Fiscal Year from (i) partial or total condemnation or 
destruction of any part of the Collateral, (ii) insurance proceeds (other 
than rent insurance and business interruption insurance) received in 
connection with damage to or destruction of the Collateral, and (iii) the 
sale or other disposition of any portion of the Collateral in accordance with 
the provisions of this Credit Agreement (not including, however, any proceeds 
received by Borrowers, or any of them, from a sale, condemnation, damage or 
destruction of FF&E or other personal property if such FF&E or other personal 
property is replaced by items of equivalent value or utility, in each case 
such exclusion to apply only during any period in which no Default in the 
payment of any principal or interest owing under the terms of the Bank 
Facilities or an Event of Default has occurred and is continuing).

          "Capitalized Lease Liabilities" means all monetary obligations of 
the Borrowers, or any of them, under any leasing or similar arrangement 
which, in accordance with GAAP, would be classified as capitalized leases, 
and, for purposes of this Credit Agreement, the amount of such obligations 
shall be the capitalized amount thereof, determined in accordance with GAAP, 
and the stated maturity thereof shall be the date 

                                      -10-
<PAGE>

of the last payment of rent or any other amount due under such lease prior to 
the first date upon which such lease may be terminated by the lessee without 
payment of a penalty.

          "Cash" shall mean, when used in connection with any Person, all 
monetary and non-monetary items owned by that Person that are treated as cash 
or the equivalent of cash in accordance with GAAP, consistently applied.

          "Cash Collateral Account" shall mean the restricted depository 
savings account to be established by Borrowers or Agent Bank on behalf of 
Borrowers with L/C Issuer at its offices located at One East First Street, 
Reno, Nevada, or at such other office located in the United States as may be 
designated from time to time by L/C Issuer, for the purpose of depositing 
cash collateral for the aggregate L/C Exposure upon the occurrence of any 
Event of Default.

          "Cash Collateral Pledge Agreement" shall mean the Pledge and 
Assignment of Savings Account Agreement to be executed by Borrowers in favor 
of L/C Issuer as of the Closing Date as the same may be amended or modified 
from time to time under the terms of which all sums held from time to time in 
the Cash Collateral Account are pledged in favor of L/C Issuer to secure 
repayment of any funding required under any outstanding Letters of Credit, a 
copy of which Cash Collateral Pledge Agreement is marked "Exhibit M", affixed 
hereto and by this reference incorporated herein and made a part hereof.

          "Cash Equivalents" shall mean, when used in connection with any 
Person, that Person's Investments in:

                 (a)     Government Securities maturing within one (1) year
          after the date of the making of the Investment;

                 (b)     readily marketable direct obligations of any State of
          the United States of America or any political subdivision or agency of
          the foregoing given on the date of such Investment a credit rating of
          at least Aa by Moody's Investors Service, Inc. or AA by Standard &
          Poor's Corporation, in each case maturing within one (1) year from the
          making of the Investment;

                 (c)     certificates of deposit issued by, bank deposits in,
          eurodollar deposits through, bankers' acceptances of, and repurchase
          agreements covering 

                                      -11-
<PAGE>

          Government Securities executed by, any Lender or, if not a Lender, 
          any bank incorporated under the laws of the United States of 
          America or any State thereof and having on the date of such 
          Investment combined capital, surplus and undivided profits of at 
          least Two Hundred Fifty Million Dollars ($250,000,000.00), or total 
          assets of at least Five Billion Dollars ($5,000,000,000.00), in 
          each case maturing within one (1) year after the date of the making 
          of the Investment;

                 (d)     certificates of deposit issued by, bank deposits in,
          eurodollar deposits through, bankers' acceptances of, and repurchase
          agreements covering Government Securities executed by, any branch or
          office located in the United States of America of a bank incorporated
          under the laws of any jurisdiction outside the United States of
          America having on the date of such Investment combined capital,
          surplus and undivided profits of at least Five Hundred Million Dollars
          ($500,000,000.00), or total assets of at least Fifteen Billion Dollars
          ($15,000,000,000.00) in each case maturing within one year after the
          date of the making of the Investment;

                 (e)     repurchase agreements covering Government Securities
          executed by a broker or dealer registered under Section 15(b) of the
          Securities Exchange Act of 1934 having on the date of the Investment
          capital of at least One Hundred Million Dollars ($100,000,000.00),
          maturing within thirty (30) days after the date of the making of the
          Investment; PROVIDED that the maker of the Investment receives written
          confirmation of the transfer to it of record ownership of the
          Government Securities on the books of a "primary dealer" in such
          Government Securities on the books of such registered broker or
          dealer, as soon as practicable after the making of the Investment;

                 (f)     readily marketable commercial paper of corporations
          doing business in and incorporated under the laws of the United States
          of America or any State thereof or of any corporation that is the
          holding company for a bank described in clauses (c) or (d) above given
          on the date of such Investment a credit rating of at least P-1 by
          Moody's Investors 

                                      -12-
<PAGE>

          Service, Inc. or A-1 by Standard & Poor's Corporation, in each case 
          maturing within three hundred sixty-five (365) days after the date 
          of the making of the Investment;

                 (g)     "money market preferred stock" issued by a corporation
          incorporated under the laws of the United States of America or any
          State thereof given on the date of such Investment a credit rating of
          at least Aa by Moody's Investors Service, Inc. or AA by Standard &
          Poor's Corporation, in each case having an investment period not to
          exceed fifty (50) days; PROVIDED that (i) the amount of all such
          Investments issued by the same issuer does not exceed Five Million
          Dollars ($5,000,000.00) and (ii) the aggregate amount of all such
          Investments does not exceed Fifteen Million Dollars ($15,000,000.00);
          and

                 (h)     a readily redeemable "money market mutual fund" advised
          by a bank described in clauses (c) or (d) hereof, or an investment
          advisor registered under Section 203 of the Investment Advisors Act of
          1940,  that has and maintains an investment policy limiting its
          investments primarily to instruments of the types described in clauses
          (a) through (g) hereof and having on the date of such Investment total
          assets of at least One Billion Dollars ($1,000,000,000.00).

          "Change in Control" shall mean the occurrence of any of the following:

                 (a)     Any "person" or "group" (as such terms are defined in
          Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
          amended) other than any such "person" or "group" which is or which
          includes the holders of the common stock (voting and non-voting) and
          preferred stock of HCR as of the Merger Effective Time or their
          Affiliates, own or control, more than forty percent (40%) of the
          common voting stock of HCR; or

                 (b)     Other than with respect to the election of directors
          specifically contemplated by the Merger Agreement, during any period
          of twenty-four (24) consecutive months commencing after the Closing
          Date, individuals who at the beginning of 

                                      -13-
<PAGE>

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

                 (c)     HCR fails to own, directly or indirectly, one hundred
          percent (100%) of the capital stock interests of HTMC, HCRSC, HCCMC
          and HIMC.

          "Closing Certificate" shall have the meaning ascribed to such term 
in Section 3.05(v).

          "Closing Date" shall mean the date upon which: (i) each requirement 
set forth in Article IIIA of this Credit Agreement has been satisfied or 
waived, (ii) the Mortgages have been filed and/or recorded in accordance with 
and in the manner required by the Closing Instructions, (iii) the Merger is 
consummated, and (iv) the Initial Disbursement hereunder has been funded.

          "Closing Instructions" shall mean collective reference to the Tahoe 
Closing Instructions, Iowa Closing Instructions and Colorado Closing 
Instructions.

          "Collateral" shall mean:  (a) a collective reference to the Tahoe 
Collateral, Colorado Collateral and the Iowa Collateral; (b) the HCR Stock 
Pledges; and (c) any and all other property and/or intangible rights, 
interests or benefits inuring to or in favor of Borrowers which are in any 
manner assigned, pledged, encumbered or otherwise hypothecated in favor of 
Lenders or Agent Bank on behalf of the Lenders to secure repayment of the 
Bank Facilities, but shall not include the Gaming Permits.

          "Collateral Properties" shall mean collective reference to the real 
properties, improvements and associated FF&E which are pledged and encumbered 
as Collateral securing repayment of the Bank Facilities, which shall consist 
of the Tahoe Real Property, California Greenbelt Property, Iowa Real 
Property, and Colorado Real Property, together with any other real property 
or interests therein which may be held by Agent 

                                      -14-
<PAGE>

Bank from time to time to secure repayment of the Bank Facilities.

          "Colorado Assignment of Permits, Licenses and Contracts" shall mean 
the Amended and Restated Assignment of Permits, Licenses and Contracts 
(Colorado) to be executed by HCCMC and Agent Bank on or before the Closing 
Date, whereby HCCMC assigns to Agent Bank all of its right, title and 
interest in and to all permits, licenses and contracts relating to the 
Colorado Hotel/Casino Facility, except those Gaming Permits and other 
licenses or permits which are unassignable, which shall constitute a full 
amendment and restatement of the Assignment of Permits, Licenses and 
Contracts (Central City) recorded May 23, 1996, in the Office of the Gilpin 
County Clerk and Recorder, in Book 599, Page 369, under Reception No. 88444, 
together with all prior amendments thereto, as such Amended and Restated 
Assignment of Permits, Licenses and Contracts (Colorado) may be amended, 
restated or otherwise modified from time to time.

          "Colorado Assignment of Spaceleases, Contracts, Rents and Revenues" 
shall mean the Amended and Restated Assignment of Spaceleases, Contracts, 
Rents and Revenues (Colorado) to be executed by HCCMC and Agent Bank on or 
before the Closing Date pursuant to which HCCMC assigns to Agent Bank: (a) 
all of its right, title and interest under the Colorado Equipment Leases and 
Contracts, and under the Colorado Spaceleases relating to the Colorado 
Hotel/Casino Facility, and (b) all rents, issues, profits, revenues and 
income from the Colorado Hotel/Casino Facility and any other business 
activity conducted on the Colorado Real Property, together with any future 
expansions thereof, related thereto or used in connection therewith, which 
shall constitute a full amendment and restatement of the Assignment of 
Spaceleases, Contracts, Rents and Revenues (Central City) recorded May 23, 
1996, in the Office of the Gilpin County Clerk and Recorder, in Book 599, 
Page 383, under Reception No. 88445, together with all prior amendments 
thereto, as such Amended and Restated Assignment of Spaceleases, Contracts, 
Rents and Revenues (Colorado) may be amended, restated or otherwise modified 
from time to time.

          "Colorado Assignments" shall mean collective reference to the 
Colorado Assignment of Permits, Licenses and Contracts and the Colorado 
Assignment of Spaceleases, Contracts, Rents and Revenues.

                                      -15-
<PAGE>

          "Colorado Closing Instructions" shall mean the Closing Instructions 
to be given by Agent Bank to the Colorado Title Company on or before the 
Closing Date setting forth the requirements of Lenders for the issuance of 
the Colorado Title Endorsements and other conditions for the funding of the 
Initial Disbursement, to the reasonable satisfaction of Agent Bank, Lenders 
and the Borrowers.

          "Colorado Collateral" shall mean collective reference to:  (i) all 
of the Colorado Real Property and the personal property, furniture, fixtures 
and equipment, contract rights, leases, intangibles and other interests of 
HCCMC, which are subject to the liens and security interests of the Colorado 
Security Documents; (ii) all rights of HCCMC assigned as additional security 
pursuant to the terms of the Colorado Security Documents; and (iii) any and 
all other property and/or intangible rights, interest or benefits inuring to 
or in favor of HCCMC, which are in any manner assigned, pledged, encumbered 
or otherwise hypothecated in favor of Agent Bank on behalf of Lenders to 
secure payment of the Bank Facilities.

          "Colorado Deed of Trust" shall mean the Amended and Restated Deed 
of Trust, Fixture Filing and Security Agreement with Assignment of Rents and 
Notice of Additional Commitment (Colorado) to be executed by HCCMC, as 
trustor and debtor, and by Agent Bank on or before the Closing Date, to the 
Public Trustee of Gilpin County, Colorado, as trustee, in favor of Agent Bank 
on behalf of Lenders, as beneficiary, for the purposes of providing 
additional security for the Bank Facilities, encumbering the Colorado 
Collateral more particularly therein described as a first mortgage lien 
subject only to the Colorado Permitted Encumbrances, which shall constitute a 
full amendment and restatement of the Deed of Trust, Fixture Filing and 
Security Agreement with Assignment of Rents (Central City) recorded May 23, 
1996, in the Office of the Gilpin County Clerk and Recorder in Book 599, Page 
343, under Reception No. 88443, together with all prior amendments thereto, 
as such Amended and Restated Deed of Trust, Fixture Filing and Security 
Agreement with Assignment of Rents (Colorado) may be amended, restated or 
otherwise modified from time to time.

          "Colorado Equipment Leases and Contracts" shall mean the executed 
leases and purchase contracts pertaining to the Colorado FF&E wherein HCCMC 
is the lessee or vendee, as the case may be, as set forth on that certain 
schedule marked "Schedule 4.16(B)", affixed hereto and by this reference 
incorporated herein and made a part hereof.

                                      -16-
<PAGE>

          "Colorado FF&E" shall mean the furniture, fixtures and equipment 
and all gaming equipment and Gaming Devices which have been installed or are 
to be installed and used or owned by HCCMC in connection with the operation 
of the Colorado Hotel/Casino Facility.

          "Colorado Financing Statements" shall mean the Uniform Commercial 
Code Financing Statements to be executed by HCCMC on or before the Closing 
Date in favor of Agent Bank on behalf of Lenders, to be registered in the 
Colorado Central Index Filing System and filed with: (i) the Secretary of 
State of the State of Colorado; (ii) the County Recorder of Gilpin County, 
Colorado; and (iii) the Nevada Secretary of State; all in order to perfect 
the security interest granted to Agent Bank on behalf of Lenders under the 
Colorado Security Documents in accordance with the requirements of the 
Colorado and Nevada Uniform Commercial Code, as they may be amended, 
modified, extended, renewed or restated from time to time.

          "Colorado Gaming Authorities" shall mean, without limitation, the 
Division of Gaming of the Colorado Department of Revenue, the Colorado 
Limited Gaming Control Commission and any other applicable governmental or 
administrative state or local agency involved in the regulation of gaming and 
gaming activities conducted by any member of the Borrower Consolidation in 
the State of Colorado.

          "Colorado Hotel/Casino Facility" shall mean the hotel and casino 
business and related activities conducted by HCCMC in and on the Colorado 
Real Property and all improvements now or hereafter situate thereon, 
presently conducted under the style and name of Harvey's Wagon Wheel 
Hotel/Casino.

          "Colorado Permitted Encumbrances" shall mean, at any particular 
time, (i) liens for taxes, assessments or governmental charges not then due 
and payable or not then delinquent, (ii) statutory liens for labor and/or 
materials and liens for taxes, assessments or governmental charges not then 
required to be paid, released, discharged or expunged pursuant to Sections 
5.04 and 5.10 hereof, respectively, provided that, Borrowers shall have 
maintained adequate reserves in accordance with GAAP for payment of same, 
(iii) liens incurred or deposits made in the ordinary course of business in 
connection with workers' compensation, unemployment insurance and other types 
of social security, or to secure the performance of tenders, statutory 
obligations, surety and appeal bonds, bids, leases, government contracts, 

                                      -17-
<PAGE>

trade contracts, performance and return-of-money bonds and other similar 
obligations (exclusive of obligations for the payment of borrowed money); 
(iv) leases or subleases granted to others (including, without limitation, 
any Subsidiary) not interfering in any material respect with the ordinary 
conduct of the business of the Colorado Hotel/Casino Facility; (v) liens 
created or contemplated by the Colorado Security Documents, (vi) the liens, 
encumbrances and restrictions on the Colorado Real Property, Colorado FF&E 
and existing improvements which are shown as exceptions on Schedule B of the 
Colorado Title Insurance Policy and Colorado Title Endorsements to be issued 
by the Title Company as of the Closing Date, (vii) liens consented to in 
writing by Agent Bank upon the approval of Requisite Lenders, (viii) liens of 
legally valid capital leases and purchase money security interests for 
Colorado FF&E and other goods to the extent permitted by Section 6.09(c), 
(ix) each and every easement, license, restriction or right-of-way that (A) 
is hereafter granted to any Governmental Authority or public utility and (B) 
does not interfere in any material respect with the Colorado Hotel/Casino 
Facility; and (x) judgment liens, writs, warrants, levies, distraints, 
attachments and other similar process which do not constitute an Event of 
Default, (xi) Liens securing reimbursement obligations with respect to 
letters of credit and banker's acceptances which encumber only documents and 
other property relating to such letters of credit and banker's acceptances 
and products or proceeds thereof; (xii) Liens arising out of consignment or 
similar arrangements for the sale of goods; (xiii) any interest or title of a 
lessor subject to any capital lease obligation or operating lease; (xiv) 
Liens in existence on the Closing Date and referenced on Schedule of Liens 
set forth as Schedule 6.09; (xv) easements, rights of way, restrictions, 
minor defects or irregularities in title and other similar liens, charges or 
encumbrances which do not interfere in any material respect with the business 
of the Borrowers; (xvi) Liens on property of a Person existing at the time 
such Person is merged into or consolidated with any Borrower or any 
Subsidiary of the Borrowers or becomes a Subsidiary of the Borrowers; 
PROVIDED that such Liens (other than replacement Liens) were not created in 
contemplation of such merger or consolidation and do not extend to any assets 
other than those of the Person merged into or consolidated with any Borrower 
or such Subsidiary or acquired by any Borrower or such Subsidiary; (xvii) the 
replacement, extension or renewal of any Lien permitted hereunder; (xviii) 
Liens arising from filing Uniform Commercial Code financing statements 
regarding leases; (xix) Liens in favor of customs and revenue 

                                      -18-
<PAGE>

authorities arising by operation of law to secure payment of customs duties 
in connection with the importation of goods; (xx) licenses, leases or 
subleases granted to other Persons in the ordinary course of business; (xxi) 
any interest or title of a lessor, sublessor, licensee or licensor under any 
personal or real property lease, sublease or license agreement; (xxii) Liens 
in favor of a banking or other financial institution encumbering deposits 
(including the right of set-off) held by such banking or other financial 
institutions incurred in the ordinary course of business; and (xxiii) Liens 
for property taxes on real property which is to be abandoned for which the 
sole recourse for such tax is to such property (or to a Subsidiary of any 
Borrower whose sole asset is such property).

          "Colorado Real Property" shall mean that real property which is 
particularly described as Parcels 1 through 6 on "Exhibit R" attached hereto 
and incorporated by reference herein.

          "Colorado Security Documents" shall mean collective reference to 
the Colorado Assignment of Permits, Licenses and Contracts, the Colorado 
Assignment of Spaceleases, Contracts, Rents and Revenues, the Colorado Deed 
of Trust, the Colorado Financing Statements and any other document or 
instrument which is executed or delivered by HCCMC and accepted by Agent 
Bank, on behalf of Lenders, as security for payment under the Bank Facilities 
relating to the Colorado Hotel/Casino Facility.

          "Colorado Spaceleases" shall mean the executed leases and 
concession agreements pertaining to the Colorado Hotel/Casino Facility, or 
any portion thereof, wherein HCCMC is the lessor as set forth on the certain 
schedule marked "Schedule 4.15(B)", affixed hereto and by this reference 
incorporated herein and made a part hereof.

          "Colorado Title Company" shall mean First American Title Company 
and its issuing agent, Clear Creek-Gilpin Abstract & Title Corp., 619 Fifth 
Street in Georgetown, Colorado, together with such reinsurers with direct 
access as are requested by Agent Bank or other title insurance company or 
companies as may be reasonably acceptable to Agent Bank.

          "Colorado Title Endorsements" shall mean a collective reference to a
Colorado Form 110.5 Endorsement to the Existing Colorado Title Policy and to
such other endorsements to the Existing Colorado Title Policy as are 

                                      -19-

<PAGE>

requested by Agent Bank, in order to cause the Existing Colorado Title Policy 
to insure the lien and priority of the Colorado Deed of Trust, subject only 
to such exceptions and conditions of title as are acceptable to Agent Bank, 
all of which endorsements shall be issued by the Colorado Title Company and 
shall be in a form and substance acceptable to Agent Bank or, in the 
alternative, an ALTA Extended Coverage Lender's Policy of Title Insurance 
issued by the Colorado Title Company, as a substitute for the Existing 
Colorado Title Policy, insuring the lien and priority of the Colorado Deed of 
Trust, subject only to such exceptions and conditions of title as are 
acceptable to Agent Bank which policy shall be in a form and substance 
acceptable to Agent Bank.

          "Colorado Title Insurance Policy" shall mean a collective reference 
to the Existing Colorado Title Policy and the Colorado Title Endorsements.

          "Commitment Fee" shall have the meaning ascribed to such term in 
Section 2.10(c) of this Credit Agreement.

          "Commitment Percentage" shall mean the per annum percentage to be 
used in the calculation of the Commitment Fee on and after the Closing Date 
based on the Leverage Ratio of the Borrower Consolidation, determined as set 
forth in Table Two of the definition of Applicable Margin.

          "Compliance Certificate" shall mean a compliance certificate as 
described in Section 5.08(a)(v) substantially in the form of "Exhibit F", 
affixed hereto and by this reference incorporated herein and made a part 
hereof.

          "Contingent Liability(ies)" shall mean, as to any Person, without 
duplication among Persons, collectively,  any obligation of such Person 
guaranteeing or having the economic effect of guaranteeing any Indebtedness, 
leases or dividends ("primary obligations") of any other Person (the "primary 
obligor") (other than Indebtedness or other obligations of the Borrower 
Consolidation, or any of them) in any manner, whether directly or indirectly, 
including, without limitation, any obligation of such Person, whether or not 
contingent, (a) to purchase any such primary obligation or any property 
constituting direct or indirect security therefor, (b) to advance or supply 
funds (by means of loans, capital contributions or otherwise)  (i) for the 
purchase or payment of any such primary obligation or (ii) to maintain 
working capital or equity capital of the primary obligor or otherwise to 
maintain the net worth or support the solvency or level of 

                                      -20-
<PAGE>

any balance sheet item of the primary obligor or any "keep well," "make well" 
or other arrangement of whatever nature given for the purpose of assuring or 
holding harmless an obligee against loss with respect to any obligation of 
such primary obligor, (c) to purchase property, securities or services 
primarily for the purpose of assuring the owner of any such primary 
obligation of the ability of the primary obligor to make payment of such 
primary obligation, (d) to make payment in respect of any net liability 
arising in connection with any Interest Rate Hedges, foreign currency 
exchange agreement, commodity hedging agreement or any similar agreement or 
arrangement in any such case if the purpose or intent of such agreement is to 
provide assurance that such primary obligation will be paid or discharged, or 
that any agreements relating thereto will be complied with, or that the 
holders of such primary obligation will be protected (in whole or in part) 
against loss in respect thereof or (e) otherwise to assure or hold harmless 
the holder of such primary obligation against loss in respect thereof; 
provided, however, that the term Contingent Liability shall not include 
endorsements of instruments for deposit or collection in the ordinary course 
of business or indemnification of directors, officers or employees.  The 
amount of any Contingent Liability shall be deemed to be an amount equal to 
the stated or determinable amount of the primary obligation in respect of 
which such Contingent Liability is made (unless the Contingent Liability is 
limited by its terms to a lesser amount, in which case to the extent of such 
amount) or, if not stated or determinable, the maximum reasonably anticipated 
liability in respect thereof as determined by Borrowers in good faith, 
PROVIDED that (y) the amount of any Contingent Liability consisting of a 
completion guaranty shall be deemed to be zero unless and until Borrowers' 
independent auditors have quantified the amount of the exposure thereunder 
(and thereafter shall be deemed to be the amount so quantified from time to 
time), and (z) the amount of any Contingent Liability consisting of a 
"keep-well", "make well" or other similar arrangement shall be deemed to be 
zero unless and until any Borrower or any Restricted Subsidiary is required 
to make payment with respect thereto (and shall thereafter be deemed during 
the relevant period to be the amount required to be paid and after paid in 
full, zero).

          "Continuation/Conversion Notice" shall mean a notice of 
continuation or conversion of or to a LIBOR Loan and certificate duly 
executed by an Authorized Officer, substantially in the form of that certain 
exhibit marked

                                      -21-
<PAGE>

"Exhibit D", affixed hereto and by this reference incorporated herein and 
made a part hereof.

          "Convert, Conversion and Converted" shall refer to a Borrowing at 
or continuation of a particular interest rate basis or conversion of one 
interest rate basis to another pursuant to Section 2.05(c).

          "Credit Agreement" shall mean this Amended and Restated Credit 
Agreement, together with all Schedules and Exhibits attached hereto, executed 
by and among Borrowers and Banks setting forth the terms and conditions of 
the Credit Facility, Swingline Facility and L/C Facility, together with all 
other attachments thereto, as may be amended, modified, extended, renewed or 
restated from time to time.

          "Credit Facility" shall mean the agreement of Lenders to fund a 
revolving line of credit, subject to the terms and conditions set forth in 
this Credit Agreement and the Revolving Credit Note, up to the Maximum 
Permitted Balance.

          "Deeds of Trust" shall mean collective reference to the Tahoe Deed 
of Trust, the California Deed of Trust and the Colorado Deed of Trust.

          "Default" shall mean the occurrence or non-occurrence, as the case 
may be, of any event that with the giving of notice or passage of time, or 
both, would become an Event of Default.

          "Default Rate" shall have the meaning set forth in Section 2.11(b).

          "Defaulting Lender" means any Lender which fails or refuses to 
perform its obligations under the Credit Facility within the time period 
specified for performance of such obligation or, if no time frame is 
specified, if such failure or refusal continues for a period of five (5) 
Banking Business Days after notice from Agent Bank.

          "Designated Deposit Account" shall mean a deposit account to be 
maintained by Borrowers with Agent Bank, as from time to time designated in 
writing by an Authorized Officer.

          "Dispute" shall have the meaning set forth in Section 10.14(a).

                                      -22-
<PAGE>

          "Distributions" shall mean and collectively refer to any and all 
Cash dividends paid by any member of the Borrower Consolidation, management 
fees paid by any member of the Borrower Consolidation, payments, advances or 
other distributions, fees or compensation of any kind or character 
whatsoever, other than within the Borrower Consolidation, paid by any member 
of the Borrower Consolidation, but shall not include: (i) Investments in 
Unrestricted Subsidiaries, (ii) consideration paid for tangible and 
intangible assets in an arms length exchange for fair value, (iii) trade 
payments made and other payments for liabilities incurred in the ordinary 
course of business, (iv) compensation to officers, directors and employees of 
Borrowers in the ordinary course of business, (v) payment of indemnification 
obligations to or incurred on behalf of officers, directors and employees of 
the Borrower Consolidation, (vi) payment or reimbursement of, or advances 
for, expenses incurred or to be incurred by officers, directors and employees 
of the Borrower Consolidation and of Affiliates of the Borrower Consolidation 
in excess of One Hundred Fifty Thousand Dollars ($150,000.00) during any 
Fiscal Year as permitted under Section 6.12(v), (vii) loans or advances to 
officers, directors or employees of the Borrower Consolidation to the extent 
permitted under Section 6.08(e), and (viii) payments, up to the aggregate 
amount of One Million Dollars ($1,000,000.00) during any Fiscal Year, to 
redeem and repurchase capital stock of HCR or options, warrants or other 
securities exercisable or convertible into common stock of HCR from 
employees, officers or directors of HCR upon the death, disability or 
termination of employment or directorship of such employee, officer or 
director.

          "Documents" shall have the meaning set forth in Section 10.14(a).

          "Dollars" and "$" means the lawful money of the United States of 
America.

          "EBITDA" shall mean with reference to any Person, for any fiscal 
period under review, the sum of (i) Net Income for that period, plus (ii) any 
extraordinary loss to the extent reflected in such Net Income, minus (iii) 
any extraordinary gain to the extent reflected in such Net Income, plus (iv) 
Interest Expense for that period, plus (v) the aggregate amount of the 
provision for federal and state taxes on or measured by income or profit for 
that period (whether or not payable during that period), plus (vi) 
depreciation, amortization and all other non-cash expenses for that period, 
plus (vii) pre-opening expenses for that period, plus (viii) 

                                      -23-
<PAGE>


all fees, costs and expenses (including salaries and compensation) related to 
the long term incentive plan and the supplemental executive retirement plan 
and any director fees paid prior to the beginning of the first Fiscal Quarter 
following the Closing Date, plus (ix) to the extent not included in Interest 
Expense (and in any case without duplication), all charges and expenses 
(including, without limitation, legal and investment banking fees and 
expenses) incurred in connection with the Merger, the Bank Facilities, the 
issuance of preferred stock by HAC or HCR, the offer to purchase to the 
holders of the Senior Subordinated Notes made following the Merger, consent 
fees paid to the holders of the Senior Subordinated Notes and the 
transactions contemplated thereby and hereby, in each case determined in 
accordance with GAAP and, in the case of items (ii), (iv), (v), (vi), (vii), 
(viii) and (ix), only to the extent deducted in the determination of Net 
Income for that period.

          "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time.

          "Eligible Assignee" means (a) another Lender, (b) with respect to 
any Lender, any Affiliate of that Lender, (c) any commercial bank having a 
combined capital and surplus of Fifty Million Dollars ($50,000,000.00) or 
more that is (i) organized under the Laws of the United States of America, 
any State thereof or the District of Columbia or (ii) organized under the 
Laws of any other country which is a member of the Organization for Economic 
Cooperation and Development, or a political subdivision of such a country, 
PROVIDED that (A) such bank is acting through a branch or agency located in 
the United States of America and (B) such Bank is otherwise exempt from 
withholding of tax on interest and delivers Form 1001 or Form 4224 at the 
time of any assignment, (d) a financial institution which is an accredited 
investor as defined by the Securities Act of 1934 and is otherwise exempt 
from withholding tax on interest at the time of any assignment, and (e) with 
respect to such commercial bank or financial institution as described in (a) 
through (d) above, no finding of unsuitability has been made or determined by 
any Gaming Authority or the gaming authorities of any other States of the 
United States of America.

          "Eligible Subparticipant" shall mean any Person which is a bank, 
savings and loan association or other financial or lending institution which 
has not been found unsuitable as a lender by any Gaming Authority.

                                      -24-
<PAGE>

          "Environmental Certificate" shall mean the Certificate and 
Indemnification Regarding Hazardous Materials to be executed by Borrowers on 
or before the Closing Date, as a further inducement to the Banks to establish 
the Bank Facilities, as such Environmental Certificate may be amended, 
modified, extended, renewed or restated from time to time.

          "Equipment Leases and Contracts" shall mean collective reference to 
the Tahoe Equipment Leases and Contract, Colorado Equipment Leases and 
Contracts and the Iowa Equipment Leases and Contracts.

          "Equity Offering" shall mean the issuance and sale of shares of 
common voting stock by HCR to the public after the Merger Effective Time in 
exchange for Cash or Cash Equivalents.

          "Estoppel Certificates" shall mean collective reference to the 
California Greenbelt Lease Estoppel Certificate, Tahoe Greenbelt Lease 
Estoppel Certificate, Park Cattle Lease Estoppel Certificate, Friendship 
Master Lease Estoppel Certificate and Friendship Sublease Estoppel 
Certificate.

          "Event of Default" shall mean any event of default as defined in 
Section 7.01 hereof.

          "Excess Capital Proceeds" shall have the meaning ascribed to such 
term in Section 5.01 of this Credit Agreement.

          "Existing Colorado Title Policy" shall mean the ALTA Extended 
Coverage Lender's Policy of Title Insurance, under Policy No. CW-959410, 
which the Colorado Title Company issued to FINV, as the agent bank under the 
Existing Harveys Credit Facility, under date of May 23, 1996 and with 
coverage in the aggregate amount of Twenty Million Dollars ($20,000,000.00), 
together with the endorsements attached thereto.

          "Existing Friendship Master Lease Estoppel Certificate" shall mean 
the Ground Lease Estoppel Certificate (Friendship Park Master Lease) duly 
executed on August 11, 1995, by the Iowa Department of Natural Resources, as 
lessor under the Friendship Master Lease, wherein it certified and 
represented to FINV (as predecessor to Agent Bank), among other things that:  
(a) the Friendship Master Lease represented the entire agreement between the 
parties thereto, and superseded all other previous documents and agreements 

                                      -25-
<PAGE>

between it and the City of Council Bluffs regarding the Friendship Park 
Property, (b) the Friendship Master Lease had not been modified, supplemented 
or amended, (c) to its actual knowledge there were no defaults then existing 
or continuing by the City of Council Bluffs under any of the terms and 
provisions of the Friendship Master Lease, (d) it consented to encumbrance of 
HIMC's interest in the Friendship Sublease with the lien of the Existing Iowa 
Mortgage, and (e) the City of Council Bluffs had the requisite interest in 
the Friendship Park Property and the requisite authority under the Friendship 
Master Lease to enter into, and to perform its obligations under, the 
Friendship Sublease.

          "Existing Friendship Sublease Estoppel Certificate" shall mean the 
Ground Lease Estoppel Certificate duly executed on August 4, 1995, by the 
City of Council Bluffs, as sublessor under the Friendship Sublease, wherein 
it certified and represented to FINV (as the predecessor to Agent Bank), 
among other things, that:  (a) the Friendship Master Lease and the Friendship 
Sublease represented the entire agreement between the parties thereto, and 
superseded all other previous documents and agreements between said parties 
with respect to the Friendship Park Property, (b) neither the Friendship 
Master Lease nor the Friendship Sublease had been modified, supplemented or 
amended, (c) to its actual knowledge there were no defaults then existing or 
continuing under any of the terms and provisions of the Friendship Master 
Lease or the Friendship Sublease, and (d) it consented to encumbrance of 
HIMC's interest in the Friendship Sublease with the lien of the Existing Iowa 
Mortgage.

          "Existing Hard Rock Subordination Agreement" shall mean the 
Subordination Agreement; Acknowledgement of Lease Assignment, Estoppel, 
Attornment and Non-Disturbance Agreement which was executed by and among 
HTMC, Hard Rock and Agent Bank under date of March 31, 1998, under the terms 
of which the Hard Rock Lease was subordinated to the lien of the Existing 
Tahoe Deed of Trust, which Hard Rock Subordination Agreement was recorded on 
April 9, 1998, in the Official Records of Douglas County, Nevada, in Book 498 
of Official Records, at Page 1475, as Instrument No. 0436882.

          "Existing Harveys Bank Loan Security Documents" shall mean 
collective reference to all pledges, security agreements, mortgages, 
financing statements, ship mortgage and other documents and instruments 
securing repayment of the Existing Harveys Credit Facility, including, 
without limitation, those documents and instruments set forth on the 

                                      -26-
<PAGE>

Schedule of Existing Bank Loan Security Documents marked "Schedule 3.11", 
affixed hereto and by this reference incorporated herein and made a part 
hereof.

          "Existing Harveys Bank Note" shall mean that certain Reducing 
Revolving Credit Promissory Note dated August 14, 1995, in the original 
principal amount of One Hundred Fifty Million Dollars ($150,000,000.00), 
executed by Borrowers, payable to the order of Existing Harveys Lenders.

          "Existing Harveys Credit Facility" shall mean the Indebtedness 
evidenced by the Existing Harveys Credit Agreement and the Existing Harveys 
Bank Note.

          "Existing Harveys Lenders" shall mean collective reference to the 
lenders party to the Existing Harveys Credit Agreement.

          "Existing Harveys Credit Agreement" shall mean the Reducing 
Revolving Credit Agreement dated as of August 14, 1995, as amended by First 
Amendment to Reducing Revolving Credit Agreement dated as of May 15, 1996, 
Second Amendment to Reducing Revolving Credit Agreement dated as of May 23, 
1996, Third Amendment to Reducing Revolving Credit Agreement dated as of 
September 30, 1996, and Fourth Amendment to Reducing Revolving Credit 
Agreement dated as of July 25, 1997, executed by and among HCR, the Operating 
Subsidiaries and the Existing Harveys Lenders.

          "Existing Iowa Mortgage" shall mean that certain Mortgage, 
Assignment of Rents and Fixture Filing which was executed by HIMC, as 
Mortgagor, for the benefit of FINV (as the predecessor to Agent Bank), as 
Mortgagee for the purpose, among other things of securing performance under 
the Existing Harveys Bank Note, which was recorded August 16, 1998, in the 
Official Records of Pottawattamie County, Iowa in Book 96, at Page 4466.

          "Existing Iowa Title Policy" shall mean the ALTA Extended Coverage 
Lender's Policy of Title Insurance, under Policy No. 135-00-754457, which the 
Iowa Title Company issued to FINV, as the agent bank under the Existing 
Harveys Credit Facility, under date of August 16, 1995 and with coverage in 
the aggregate amount of Fifty Million Dollars ($50,000,000.00), together with 
the endorsements attached thereto.

                                      -27-
<PAGE>

          "Existing Tahoe Deed of Trust" shall mean that certain Leasehold 
and Fee Deed of Trust, Fixture Filing and Security Agreement with Assignment 
of Rents (Tahoe) which was executed by HCR, as trustor and debtor, for the 
benefit of FINV (as the predecessor to Agent Bank), as beneficiary and 
secured party, for the purpose, among other things, of securing performance 
under the Existing Harveys Bank Note, which was recorded August 16, 1995, in 
the Official Records of Douglas County, Nevada, in Book 895, at Page 2552, as 
Document No. 368422.

          "Existing Tahoe Title Policy" shall mean the ALTA Extended Coverage 
Lender's Policy of Title Insurance, under Policy No. 290016-107-00001, which 
the Tahoe Title Company issued to FINV, as the agent bank under the Existing 
Harveys Credit Facility, and under date of August 16, 1995 and with coverage 
in the aggregate amount of One Hundred Million Dollars ($100,000,000.00), 
together with the endorsements attached thereto.

          "Existing Westwood Subordination and Non-Disturbance Agreement" 
shall mean that certain Subordination, Attornment and Non-Disturbance 
Agreement which was executed by the City of Council Bluffs and FINV (as the 
predecessor to Agent Bank) under date of August 14, 1995, pursuant to which 
the Westwood Lease was subordinated to the lien of the Existing Iowa Mortgage 
subject to the agreement by FINV, on behalf of the Existing Harveys Lenders, 
not to disturb, and to recognize, the interest of the City of Council Bluffs 
as lessee under the Westwood Lease, and which was recorded August 16, 1995, 
in the Official Records of Pottawattamie County, Iowa, in Book 96, at Page 
4598.

          "FF&E" shall mean reference to the Tahoe FF&E, Colorado FF&E and 
the Iowa FF&E and any other furniture, fixtures and equipment, including, 
without limitation, all gaming devices and associated equipment used in 
connection with the Hotel/Casino Facilities and those items of furniture, 
fixtures and equipment which have been purchased or leased or are hereafter 
purchased or leased by Borrowers, or any of them, in connection with the 
Hotel/Casino Facilities.

          "FINV" shall mean First Interstate Bank of Nevada, N.A.

          "FIRREA" shall mean the Financial Institutions Reform, Recovery and 
Enforcement Act of 1989.

                                      -28-
<PAGE>

          "Federal Funds Rate" means, as of any date of determination, the 
rate set forth in the weekly statistical release designated as H.15(519), or 
any successor publication, published by the Federal Reserve Board (including 
any such successor, "H.15(519)") for such date opposite the caption "Federal 
Funds (Effective)".  If for any relevant date such rate is not yet published 
in H.15(519), the rate for such date will be the rate set forth in the daily 
statistical release designated as the Composite 3:30 p.m. Quotations for U.S. 
Government Securities, or any successor publication, published by the Federal 
Reserve Bank of New York (including any successor, the "Composite 3:30 p.m. 
Quotation") for such date under the caption "Federal Funds Effective Rate".  
If on any relevant date the appropriate rate for such date is not yet 
published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate 
for such date will be the arithmetic mean of the rates for the last 
transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York 
City time) on that date by each of three leading brokers of Federal funds 
transactions in New York City selected by the Agent Bank.  For purposes of 
the Credit Agreement, any change in the Base Rate due to a change in the 
Federal Funds Rate shall be effective as of the opening of business on the 
effective date of such change.

          "Fee Side Letter" shall mean the Confidential Fee Letter dated 
February 3, 1998, executed by and between Agent Bank and Colony Capital, Inc, 
a Delaware corporation, concerning payment of fees in connection with the 
Credit Facility, as more particularly therein described.

          "Financial Covenants" shall mean collective reference to the 
financial covenants set forth in Sections 6.01 through 6.10, 6.12, 6.13 and 
6.14 of this Credit Agreement.

          "Financing Statements" shall mean collective reference to the Tahoe 
Financing Statements, Colorado Financing Statements and Iowa Financing 
Statements.

          "Fiscal Quarter" shall mean the consecutive three (3) month periods 
during each Fiscal Year beginning on December 1, March 1, June 1 and 
September 1 and ending on February 28 (or February 29, as the case may be), 
May 31, August 31 and November 30, respectively.

                                      -29-
<PAGE>

          "Fiscal Year" shall mean the fiscal year period beginning December 
1 of each calendar year and ending on the following November 30.

          "Fiscal Year End" shall mean November 30 of each calendar year.

          "Fixed Charge Coverage Ratio" as of the end of any Fiscal Quarter 
shall mean with reference to the Borrower Consolidation:

          The sum of EBITDA during the Fiscal Quarter under review,
          plus EBITDA during each of the most recently ended three (3)
          preceding Fiscal Quarters,

          Divided by (DIVIDED BY)

          The sum of: (i) Interest Expense (expensed and capitalized), plus
          (ii) the aggregate amount of Scheduled Reductions actually paid, plus
          (iii) the aggregate amount of actually paid principal payments or
          reductions (without duplication) made on all other Indebtedness, plus
          (iv) the current portion of Capitalized Lease Liabilities to the
          extent not included in (i) or (iii) above, plus (v) payments of
          dividends in Cash or Cash Equivalents on Permitted Preferred Stock to
          the extent not included in (i) above; in each case of (i) through (v)
          determined for the Fiscal Quarter under review together with the most
          recently ended three (3) preceding Fiscal Quarters.

          "Friendship Master Lease" shall mean that certain Management 
Agreement which is executed by the Iowa Department of Natural Resources under 
date of September 2, 1994 and by the City of Council Bluffs, Iowa under date 
of August 8, 1994, pursuant to which the City of Council Bluffs is obligated 
and entitled to perform the care and maintenance of the Friendship Park 
Property and is authorized to sublease a portion of the Friendship Park 
Property to HIMC, as such Management Agreement may be amended, restated, 
extended, renewed, or otherwise modified from time to time.

          "Friendship Master Lease Estoppel Certificate" shall mean the 
Existing Friendship Park Master Lease Estoppel 

                                      -30-

<PAGE>

Certificate as reaffirmed by the Reaffirmation of Friendship Park Master 
Lease Estoppel Certificate.

          "Friendship Park Property" shall mean the real property located in 
the State of Iowa more particularly described as Parcel C on that certain 
exhibit marked "Exhibit S" affixed hereto and by this reference incorporated 
herein and made a part hereof, which is contiguous to the Iowa Hotel Property 
and upon which the Iowa Docking Facility is to be primarily situate.

          "Friendship Sublease" shall mean that certain Sublease Agreement 
which is executed by the City of Council Bluffs and HIMC under date of March 
1, 1995 pursuant to which the City of Council Bluffs did sublease the 
Friendship Park Property to HIMC pursuant to the City of Council Bluffs' 
interest as lessee under the Friendship Master Lease, as such Sublease 
Agreement may be amended, restated, extended, renewed or otherwise modified 
from time to time.

          "Friendship Sublease Estoppel Certificate" shall mean the Existing 
Friendship Park Sublease Estoppel Certificate as reaffirmed by the 
Reaffirmation of Friendship Park Sublease Estoppel Certificate.

          "Funded Outstandings" shall mean the unpaid principal amount 
outstanding on the Credit Facility as of any given date of determination, not 
including Swingline Outstandings or the amount of any L/C Exposure.

          "Funding Date" shall mean the date on which the Initial 
Disbursement is advanced by Lenders and each date upon which Lenders fund 
Borrowings requested by Borrowers in accordance with the provisions of 
Section 2.03 or at the request of Agent Bank pursuant to Section 2.08 or 
Section 2.09.

          "GAAP" means generally accepted accounting principles set forth in 
the opinions and pronouncements of the Accounting Principles Board and the 
American Institute of Certified Public Accountants and statements and 
pronouncements of the Financial Accounting Standards Board, or in such other 
statements by such other entity as may be in general use by significant 
segments of the accounting profession, which are applicable to the 
circumstances as of the date of determination, in each instance consistently 
applied.

                                      -31-
<PAGE>

          "Gaming Authority(ies)" shall mean any agency, authority, board, 
bureau, commission, department, office or instrumentality of any nature 
whatsoever of the United States federal or foreign government, any state, 
province or any city or other political subdivision or otherwise and whether 
now or hereafter in existence or any officer or official thereof, including, 
without limitation, Nevada Gaming Authorities, Colorado Gaming Authorities 
and Iowa Gaming Authorities, with authority to regulate any gaming operation 
(or proposed gaming operation) owned, managed or operated by the Borrower 
Consolidation.

          "Gaming Devices" shall mean slot machines, gaming tables, chips, 
tokens and other equipment which constitute gaming devices, cashless wagering 
systems and associated equipment.

          "Gaming Laws" means all statutes, rules, regulations, ordinances, 
codes and administrative or judicial precedents pursuant to which any Gaming 
Authority possesses regulatory, licensing or permit authority over gambling, 
gaming or casino activities conducted by any member of the Borrower 
Consolidation within its jurisdiction, including, without limitation, the 
Nevada Gaming Control Act and the rules and regulations promulgated 
thereunder, the Colorado Limited Gaming Act and the rules and regulations 
promulgated thereunder and Chapter 99F of the Code of Iowa and the rules and 
regulations promulgated thereunder.

          "Gaming Permits" shall mean collective reference to every license, 
registration, finding of suitability, approvals, permit or other 
authorization required to own, operate and otherwise conduct nonrestricted 
gaming operations at the Tahoe Hotel/Casino Facility which are required by 
the Nevada Gaming Authorities, at the Colorado Hotel/Casino Facility which 
are required by the Colorado Gaming Authorities and/or at the Iowa 
Riverboat/Hotel Facilities which are required by the Iowa Gaming Authorities, 
as the context may require.

          "Government Securities" means readily marketable (a) direct full 
faith and credit obligations of the United States of America or obligations 
guaranteed by the full faith and credit of the United States of America and 
(b) obligations of an agency or instrumentality of, or corporation owned, 
controlled or sponsored by, the United States of America that are generally 
considered in the securities industry to be implicit obligations of the 
United States of America.

                                      -32-
<PAGE>

          "Governmental Authority" or "Governmental Authorities" shall mean 
any federal, state, regional, county or municipal governmental agency, board, 
commission, officer or official whose consent or approval is required or 
whose regulations must be followed as a prerequisite to (i) the continued 
operation and occupancy of the Hotel/Casino Facilities or (ii) the 
performance of any act or obligation or the observance of any agreement, 
provision or condition of whatever nature herein contained.

          "Greenbelt Leaseholds" shall mean collective reference to the 
interest of HTMC in and to the Tahoe Greenbelt Lease and the California 
Greenbelt Lease.

          "HAC" shall have the meaning ascribed to such term in Recital 
Paragraph B of this Credit Agreement.

          "HAC Demand Note" shall have the meaning set forth in Recital 
Paragraph C of this Credit Agreement.

          "HAC Loan" shall have the meaning set forth in Recital Paragraph C 
of this Credit Agreement.

          "HAC Loan Agreement" shall have the meaning set forth in Recital 
Paragraph C of this Credit Agreement.

          "HCCMC" shall mean Harveys C.C. Management Company, Inc., a Nevada 
corporation.

          "HCR" shall mean Harveys Casino Resorts, a Nevada corporation.

          "HCR Financing Statements" shall mean the Uniform Commercial Code 
Financing Statements to be executed by HCR and HCRSC on or before the Closing 
Date in favor of Agent Bank on behalf of Lenders, to be filed with the 
Secretary of State of the State of Nevada, the Secretary of State of the 
State of Iowa and the Secretary of State of the State of Colorado (with such 
Colorado filing to be registered in the Colorado Central Index Filing System) 
in order to effect and perfect the security interest granted to Agent Bank on 
behalf of Lenders under the HCR Security Agreement in accordance with the 
requirements of Nevada, Iowa and Colorado Uniform Commercial Codes, 
respectively, as they may be extended, renewed, amended, restated or 
otherwise modified from time to time.

          "HCR Security Agreement" shall mean the Security Agreement to be 
executed by HCR and HCRS, as debtors and Agent 

                                      -33-
<PAGE>

Bank, as secured party, on or before the Closing Date in favor of Agent Bank, 
on behalf of Lenders, as secured party, encumbering the Collateral therein 
described for the purpose of providing security for the Bank Facilities as 
such Security Agreement may be amended, modified, extended, renewed or 
restated from time to time.

          "HCR Stock Pledge" shall mean individual reference and "HCR Stock 
Pledges" shall mean collective reference to the Security Agreement and Stock 
Pledge and Irrevocable Stock Powers to be executed and delivered by HCR as of 
the Closing Date, pursuant to which all of the issued and outstanding stock 
of HTMC, HCRSC, HCCMC and HIMC is pledged to Agent Bank on behalf of Lenders 
as additional security for the Bank Facilities and all other sums which may 
be owing by Borrowers to the Banks from time to time under the terms of the 
Credit Agreement.

          "HCR Stock Redemption" shall mean the purchase, redemption or other 
acquisition by any member of the Borrower Consolidation of shares of the 
common voting and/or non-voting stock of HCR from its shareholders.

          "HCRSC" shall mean HCR Services Company, Inc., a Nevada corporation.

          "HIMC" shall mean Harveys Iowa Management Co., Inc., a Nevada 
corporation.

          "HLVMC" shall mean Harveys L.V. Management Company, Inc., a Nevada 
corporation.

          "HTMC" shall mean Harveys Tahoe Management Company, Inc., a Nevada 
corporation.

          "Hard Rock" shall mean Hard Rock Cafe International (USA), Inc., 
dba Hard Rock Cafe - Lake Tahoe, a Florida corporation.

          "Hard Rock Lease" shall mean that certain Lease Agreement under the 
terms of which a portion of the Tahoe Hotel/Casino Facility consisting of 
approximately seven thousand five hundred eighty-seven (7,587) square feet of 
space in the aggregate, together with additional rights and appurtenances as 
therein provided, is leased by HTMC to Hard Rock for an initial term of ten 
(10) years subject to two (2) separate consecutive additional periods of five 
(5) years 

                                      -34-
<PAGE>

each, as such Lease Agreement may be amended, restated, extended, renewed or 
otherwise modified from time to time.

          "Hard Rock Subordination Agreement" shall mean the Existing Hard 
Rock Subordination Agreement as reaffirmed by the Reaffirmation of Hard Rock 
Subordination Agreement.

          "Hazardous Materials Claims" shall have the meaning set forth in 
Section 5.21.

          "Hazardous Materials Laws" shall have the meaning ascribed to such 
term in the Environmental Certificate.

          "Hotel/Casino Facilities" shall mean collective reference to the 
Tahoe Hotel/Casino Facility, the Colorado Hotel/Casino Facility and Iowa 
Riverboat/Hotel Facilities, together with any future expansions thereof, 
related thereto or used in connection therewith, and all appurtenances 
thereto.

          "Indebtedness" shall mean, as to any Person, with-out duplication, 
(a) all indebtedness (including principal, interest, fees and charges) of 
such Person for borrowed money, (b) the deferred purchase price of property 
or services (other than accrued expenses, tax liability, deferred taxes, and 
trade accounts payable less than one hundred twenty (120) days past due and 
other accrued or deferred liabilities incurred in the ordinary course of 
business) which in accordance with GAAP would be shown on the liability side 
of the balance sheet of such Person, (c) the face amount of all letters of 
credit to the extent not secured with Cash or Cash Equivalents, issued for 
the account of such Person and, without duplication, all drafts drawn 
thereunder, (d) all obligations under conditional sale or other title 
retention agreements relating to property purchased by such Person, (e) all 
liabilities of other Persons of the type described in clauses (a) through (d) 
or (f) of this definition secured by (or for which the holder of any such 
liability has an existing right, contingent or otherwise, to be secured by) 
any lien or encumbrance on any property owned by such Person, whether or not 
such liabilities have been assumed by such Person, (f) all Capitalized Lease 
Liabilities of such Person, and (g) all Contingent Liabilities of such Person 
in respect of any Indebtedness of any other Person of the type referred to in 
clauses (a)-(f) of this definition; provided that the amount of Indebtedness 
of the type referred to in (x) clause (e) shall be the lesser of (i) the 
outstanding principal amount of Indebtedness secured by such lien or 
encumbrance or (ii) the fair market value of 

                                      -35-
<PAGE>

the property subject to such lien or encumbrance; and (y) clause (g) shall be 
valued as provided in the definition of "Contingent Liabilities."

          "Indenture" shall mean that certain Indenture dated as of May 15, 
1996, executed by and among HCR, as issuer, HCCMC, Harveys Wagon Wheel Casino 
Limited Company, HIMC and HLVMC, as guarantors, each other Subsidiary of HCR 
that is or becomes a guarantor, and IBJ Schroder Bank & Trust Company, as 
trustee, pursuant to which HCR issued the Senior Subordinated Notes.

          "Initial Disbursement" shall have the meaning set forth in Section 
2.02(a).

          "Initial Disbursement Date" shall mean the date Lenders fund the 
Initial Disbursement.

          "Intangibles" shall mean the aggregate goodwill, trademarks, 
patents, organizational expense and other similar intangible items of the 
Borrower Consolidation determined on a consolidated basis in accordance with 
GAAP.

          "Interest Expense" shall mean with respect to any Person, as of the 
last day of any fiscal period under review, the sum of (i) all interest, 
fees, charges and related expenses actually paid or payable in Cash (without 
duplication, but including capitalized interest) for that fiscal period by 
such Person to a lender in connection with borrowed money or in connection 
with the issuance of preferred stock (including any obligations for fees, 
charges and related expenses payable to the issuer of any letter of credit) 
or the deferred purchase price of assets that are considered "interest 
expense" under GAAP, plus (ii) the portion of the up front costs and expenses 
for Interest Rate Hedges (to the extent not included in (i)) fairly allocated 
to such Interest Rate Hedges as expenses for such period, plus (iii) the 
portions of Capital Lease Liabilities that should be treated as interest in 
accordance with GAAP.

          "Interest Period(s)" shall have the meaning set forth in Section 
2.05(d).

          "Interest Rate Hedges" shall mean, with respect to any Person, all 
liabilities of such Person under interest rate swap agreements, interest rate 
cap agreements, basis swap, forward rate agreement and interest collar or 
floor agreements and all other agreements or arrangements designed to protect 

                                      -36-
<PAGE>

such Person against fluctuations in interest rates or currency exchange rates.

          "Interest Rate Option" shall have the meaning ascribed to such term 
in Section 2.05(b) of the Credit Agreement.

          "Investment" shall mean, when used in connection with any Person, 
any investment by or of that Person, whether by means of purchase or other 
acquisition of stock or other securities of any other Person or by means of a 
loan, advance creating a debt, capital contribution, guaranty or other debt 
or equity participation or interest in any other Person, INCLUDING any 
partnership and joint venture interests of such Person.  The amount of any 
Investment shall be the amount actually invested without adjustment for 
subsequent increases or decreases in the value of such Investment (but with 
deduction for amounts received as Investment Returns).  In no event shall the 
term "Investment" be deemed or construed to include the Merger Consideration 
or accounts receivable created in the ordinary course of business.

          "Investment Return(s)" shall mean the aggregate amount received by 
the Borrower Consolidation in Cash or Cash Equivalents from Unrestricted 
Subsidiaries in return of Investments in such Unrestricted Subsidiaries, 
whether as interest, principal, dividends, distributions or otherwise or from 
the sale of an Unrestricted Subsidiary or New Venture or any interest therein.

          "Iowa Assignment of Permits, Licenses and Contracts" shall mean the 
Amended and Restated Assignment of Permits, Licenses and Contracts (Iowa) to 
be executed by HIMC and Agent Bank on or before the Closing Date, pursuant to 
which HIMC assigns to Agent Bank on behalf of the Lenders all of its right, 
title and interest in and to all assignable permits, licenses and contracts 
relating to the Iowa Riverboat/Hotel Facilities, as it may be amended, 
modified, extended, renewed or restated from time to time which assignment 
shall constitute a full amendment and restatement of the Assignment of 
Permits, Licenses and Contracts (Iowa) recorded August 16, 1995, in the 
Official Records of Pottawattamie County, Iowa, in Book 96, at Page 4634, 
together with all prior amendments thereto, as such Amended and Restated 
Assignment of Permits, Licenses and Contracts (Iowa) may be amended, restated 
or otherwise modified from time to time.

                                      -37-
<PAGE>

          "Iowa Assignment of Spaceleases, Contracts, Rents and Revenues" 
shall mean the Amended and Restated Assignment of Spaceleases, Contracts, 
Rents and Revenues (Iowa) to be executed by HIMC and Agent Bank on or before 
the Closing Date, pursuant to which HIMC assigns to Agent Bank on behalf of 
the Lenders: (a) all of its right, title and interest under all Iowa 
Equipment Leases and Contracts and Iowa Spaceleases relating to the Iowa 
Riverboat/Hotel Facilities, and (b) all rents, issues, profits, revenues and 
income from the Iowa Real Property and the Iowa Riverboat/Hotel Facilities 
and any other business activity conducted on the Iowa Real Property, together 
with any future expansions thereof, related thereto or used in connection 
therewith; as it may be amended, modified, extended, renewed or restated from 
time to time, which assignment shall constitute a full amendment and 
restatement of the Assignment of Spaceleases, Contracts, Rents and Revenues 
(Iowa) recorded August 16, 1995, in the Official Records of Pottawattamie 
County, Iowa, in Book 96, at Page 4615; together with all prior amendments 
thereto, as such Amended and Restated Assignment of Spaceleases, Contracts, 
Rents and Revenues (Iowa) may be amended, restated or otherwise modified from 
time to time.

          "Iowa Assignments" shall mean collective reference to the Iowa 
Assignment of Permits, Licenses and Contracts, Iowa Assignment of 
Spaceleases, Contracts, Rents and Revenues and Assignment of Friendship 
Sublease.

          "Iowa Closing Instructions" shall mean the Closing Instructions to 
be given by Agent Bank to Iowa Title Company on or before the Closing Date 
setting forth the requirements of Lenders for the issuance of the Iowa Title 
Endorsements and other conditions for the funding of the Initial Disbursement 
to the reasonable satisfaction of Agent Bank, Lenders and the Borrowers.

          "Iowa Collateral" shall mean collective reference to:  (i) all of 
the Iowa Real Property and the personal property, furniture, fixtures and 
equipment, contract rights, leases, intangibles and other interests of HIMC, 
which are subject to the liens and security interests of the Iowa Security 
Documents; (ii) all rights of HIMC assigned as additional security pursuant 
to the terms of the Iowa Security Documents; and (iii) any and all other 
property and/or intangible rights, interest or benefits inuring to or in 
favor of HIMC, which are in any manner assigned, pledged, encumbered or 
otherwise hypothecated in favor of Agent Bank on behalf of Lenders to secure 
payment of the Bank Facilities.

                                      -38-
<PAGE>

          "Iowa Docking Facility" shall mean the mooring basin and docking 
facility constructed primarily upon the Friendship Park Property which 
provides a docking facility for the Riverboat, which facility is connected to 
the Iowa Hotel Facility.

          "Iowa Equipment Leases and Contracts" shall mean the executed 
leases and purchase contracts pertaining to the Iowa FF&E wherein HIMC is the 
lessee or vendee, as the case may be, as set forth on that certain schedule 
marked "Schedule 4.16(C)", affixed hereto and by this reference incorporated 
herein and made a part hereof.

          "Iowa FF&E" shall mean the furniture, fixtures and equipment and 
all gaming equipment and devices which have been installed or are to be 
installed and used or owned by HIMC in connection with the operation of the 
Iowa Riverboat/Hotel Facilities.

          "Iowa Financing Statements" shall mean the Uniform Commercial Code 
Financing Statements to be filed: (i) in the office of the Secretary of State 
of the State of Iowa; (ii) in the office of the County Recorder of 
Pottawattamie County, Iowa; and (iii) in the office of the Nevada Secretary 
of State; all in order to perfect the security interest granted to Agent Bank 
on behalf of the Lenders under the Iowa Mortgage and other Security 
Documentation in accordance with the requirements of the Iowa and Nevada 
Uniform Commercial Code, as they may be amended, modified, extended, renewed 
or restated from time to time.

          "Iowa Gaming Authorities" shall mean, without limitation, the Iowa 
Racing and Gaming Commission and any other applicable governmental or 
administrative state or local agency involved in the regulation of gaming and 
gaming activities conducted by HIMC in the State of Iowa.

          "Iowa Hotel Facility" shall mean the hotel complex, including two 
hundred fifty-one (251) rooms, a twenty-one thousand (21,000) square foot 
convention center, restaurants, retail shops, a link to the Iowa Docking 
Facility and other amenities, constructed on the Iowa Hotel Property.

          "Iowa Hotel Property" shall mean that real property more 
particularly described as Parcel A on that certain exhibit marked "Exhibit S" 
affixed hereto and by this reference incorporated herein and made a part 
hereof, which is

                                      -39-
<PAGE>

contiguous to the Friendship Park Property and upon which the Iowa Hotel 
Facility is constructed.

          "Iowa Land Base Facilities" shall mean the real property located in 
the State of Iowa more particularly described as Parcels A and D through F on 
"Exhibit S", affixed hereto and by this reference incorporated herein and 
made a part hereof, upon which the land based portions of the Iowa 
Riverboat/Hotel Facilities is constructed, together with any other land, real 
estate, rights, interests and appurtenances thereto which are or become 
Collateral securing repayment of the Credit Facility which are located 
thereon or used in connection therewith.

          "Iowa Mortgage" shall mean the Amended and Restated Mortgage with 
Assignment of Rents, Fixture Filing and Security Agreement and Notice of 
Additional Commitment to be executed on or before the Closing Date by HIMC, 
as mortgager, and by Agent Bank, as mortgagee, in favor of Agent Bank, on 
behalf of Lenders, encumbering the Iowa Docking Facilities, Iowa Land Base 
Facilities, the Westwood Golf Course Property, the Iowa FF&E and other Iowa 
Collateral more particularly therein described for the purpose of securing 
the Bank Facilities and all other sums which may be owing by Borrowers to the 
Banks from time to time under the terms of the Credit Agreement, as it may be 
amended, modified, extended, renewed or restated from time to time, which 
shall constitute a full amendment and restatement of the Mortgage, Assignment 
of Rents and Fixture Filing recorded August 16, 1995, in the Official Records 
of Pottawattamie County, Iowa, in Book 96, at Page 4466, as Instrument No. 
1848, together with all prior amendments thereto.

          "Iowa Permitted Encumbrances" shall mean, at any particular time, 
(i) liens for taxes, assessments or governmental charges not then due and 
payable or not then delinquent, (ii) statutory liens for labor and/or 
materials and liens for taxes, assessments or governmental charges not then 
required to be paid pursuant to Sections 5.04 and 5.10 hereof, respectively, 
provided that, Borrowers shall have maintained adequate reserves in 
accordance with GAAP for payment of same, (iii) liens incurred or deposits 
made in the ordinary course of business in connection with workers' 
compensation, unemployment insurance and other types of social security, or 
to secure the performance of tenders, statutory obligations, surety and 
appeal bonds, bids, leases, government contracts, trade contracts, 
performance and return-of-money bonds and other similar obligations 
(exclusive of obligations 

                                      -40-

<PAGE>

for the payment of borrowed money); (iv) leases or subleases granted to 
others (including, without limitation, any Subsidiary) not interfering in any 
material respect with the ordinary conduct of the business of the 
Riverboat/Hotel Facilities; (v) liens created or contemplated by the Iowa 
Security Documents, (vi) the liens, encumbrances and restrictions on the Iowa 
Real Property, Iowa FF&E and existing improvements which are shown as 
exceptions on Schedule B of the Iowa Title Insurance Policy and Iowa Title 
Endorsements to be issued by the Title Company as of the Closing Date, (vii) 
liens consented to in writing by Agent Bank upon the approval of Requisite 
Lenders, (viii) liens of legally valid capital leases and purchase money 
security interests for Iowa FF&E and other goods to the extent permitted by 
Section 6.09(c), (ix) each and every easement, license, restriction or 
right-of-way that (A) is hereafter granted to any Governmental Authority or 
public utility and (B) does not interfere in any material respect with the 
Iowa Riverboat/Hotel Facilities; (x) judgment liens, writs, warrants, levies, 
distraints, attachments and other similar process which do not constitute an 
Event of Default, (xi) Liens securing reimbursement obligations with respect 
to letters of credit and banker's acceptances which encumber only documents 
and other property relating to such letters of credit and banker's 
acceptances and products or proceeds thereof; (xii) Liens arising out of 
consignment or similar arrangements for the sale of goods; (xiii) any 
interest or title of a lessor subject to any capital lease obligation or 
operating lease; (xiv) Liens in existence on the Closing Date and referenced 
on Schedule of Liens set forth as Schedule 6.09; (xv) easements, rights of 
way, restrictions, minor defects or irregularities in title and other similar 
liens, charges or encumbrances which do not interfere in any material respect 
with the business of the Borrowers; (xvi) Liens on property of a Person 
existing at the time such Person is merged into or consolidated with any 
Borrower or any Subsidiary of the Borrowers or becomes a Subsidiary of the 
Borrowers; provided that such Liens (other than replacement Liens) were not 
created in contemplation of such merger or consolidation and do not extend to 
any assets other than those of the Person merged into or consolidated with 
any Borrower or such Subsidiary or acquired by any Borrower or such 
Subsidiary; (xvii) the replacement, extension, or renewal of any Lien 
permitted hereunder; (xviii) Liens arising from filing Uniform Commercial 
Code financing statements regarding leases; (xix) Liens in favor of customs 
and revenue authorities arising by operation of law to secure payment of 
customs duties in connection with the importation of goods; (xx) licenses, 
leases or subleases granted to other 

                                      -41-
<PAGE>

Persons in the ordinary course of business; (xxi) any interest or title of a 
lessor, sublessor, licensee or licensor under any personal or real property 
lease, sublease or license agreement; (xxii) Liens in favor of a banking or 
other financial institution encumbering deposits (including the right of 
set-off) held by such banking or other financial institutions incurred in the 
ordinary course of business; and (xxiii) Liens for property taxes on real 
property which is to be abandoned for which the sole recourse for such tax is 
to such property (or to a Subsidiary of any Borrower whose sole asset is such 
property).

          "Iowa Real Property" shall mean collective reference to the 
Friendship Park Property, the Iowa Land Base Facilities and the Westwood Golf 
Course Property.

          "Iowa Riverboat/Hotel Facilities" shall mean the hotel and 
riverboat casino business and related activities conducted by HIMC in and on 
the Riverboat and the Iowa Real Property and all improvements now or 
hereafter situate thereon, presently conducted under the style and name of 
Harveys Casino/Hotel.

          "Iowa Security Documents" shall mean collective reference to the 
Iowa Mortgage, Iowa Ship Mortgage, Iowa Financing Statements, Iowa 
Assignments and any other document or instrument which is executed or 
delivered by HIMC, and accepted by Agent Bank, on behalf of Lenders, as 
security for payment of the Bank Facilities.

          "Iowa Ship Mortgage" shall mean the First Preferred Ship Mortgage 
to be executed by HIMC on or before the Closing Date wherein HIMC, as owner 
and mortgagor, grants a mortgage lien in favor of Agent Bank on behalf of 
Lenders in and to the Riverboat, as such Iowa Ship Mortgage may be amended, 
supplemented or otherwise modified from time to time.

          "Iowa Spaceleases" shall mean the executed leases and concession 
agreements pertaining to the Iowa Riverboat/Hotel Facilities, or any portion 
thereof, wherein HIMC is the lessor as set forth on the certain schedule 
marked "Schedule 4.15(C)", affixed hereto and by this reference incorporated 
herein and made a part hereof.

          "Iowa Title Company" shall mean Lawyers Title Insurance Corporation 
and its issuing agent Dakota Title and Escrow Co. with offices at 1801 St. 
Mary's Avenue, in Omaha, Nebraska, together with such reinsurers with direct 
access as 

                                      -42-
<PAGE>

are requested by Agent Bank or other title insurance company or companies as 
may be reasonably acceptable to Agent Bank.

          "Iowa Title Endorsements" shall mean a collective reference to: (i) 
an endorsement to the Existing Iowa Title Policy providing assurances that 
the Existing Iowa Mortgage has been modified by the Iowa Mortgage and 
providing assurances as to the lien priority of the Existing Iowa Mortgage, 
as so modified; and (ii) such other endorsements to the Existing Iowa Title 
Policy as are requested by Agent Bank, in order to cause the Existing Iowa 
Title Policy to insure the lien and priority of the Iowa Mortgage, subject 
only to such exceptions and conditions of title as are acceptable to Agent 
Bank, all of which endorsements shall be issued by the Iowa Title Company and 
shall be in a form and substance acceptable to Agent Bank.

          "Iowa Title Insurance Policy" shall mean a collective reference to 
the Existing Iowa Title Policy and the Iowa Title Endorsements.

          "L/C Agreement(s)" shall mean reference to the Application and 
Agreement for Standby Letter of Credit and addendum(s) thereto executed by an 
Authorized Officer of Borrowers in favor of L/C Issuer in L/C Issuer's 
standard form, setting forth the terms and conditions upon which L/C Issuer 
shall issue a Letter(s) of Credit, as the same may be amended or modified 
from time to time.

          "L/C Exposure" shall mean the aggregate amount which L/C Issuer may 
be required to fund or is contingently liable for disbursement under all 
issued and outstanding Letter(s) of Credit, which amount shall be determined 
by subtracting from the aggregate of the Stated Amount of each such Letter(s) 
of Credit (to the extent such Letter of Credit is not secured by Cash 
deposited into the Cash Collateral Account and subject to the Cash Collateral 
Pledge Agreement), the principal amount of all L/C Reimbursement Obligations 
which have accrued and have been fully satisfied as of each date of 
determination.

          "L/C Facility" shall mean the agreement of L/C Issuer to issue 
Letters of Credit subsequent to the Closing Date, subject to the terms and 
conditions and up to the maximum amounts and duration as set forth in Section 
2.09 of this Credit Agreement.

          "L/C Fee" shall have the meaning set forth in Section 2.10(d) of 
this Credit Agreement.

                                      -43-
<PAGE>

          "L/C Issuer" shall have the meaning set forth in the Preamble of 
this Credit Agreement.

          "L/C Reimbursement Obligation(s)" shall mean the obligation of 
Borrowers to reimburse L/C Issuer for amounts funded or disbursed under a 
Letter(s) of Credit, together with accrued interest thereon.

          "LIBO Rate" means, relative to any Interest Period for any LIBOR 
Loan, the per annum rate (reserve adjusted as hereinbelow provided) as 
published on the applicable Banking Business Day in "Telerate System Reports" 
by the British Bankers Association for interest settlement rates relating to 
London Interbank Offerings as of 11:00 a.m., London, England time, two (2) 
Banking Business Days prior to the beginning of the applicable Interest 
Period for delivery on the first day of such Interest Period, for the number 
of months comprised therein and in a minimum amount and multiples as set 
forth in this Credit Agreement. The foregoing rate of interest shall be 
reserve adjusted by dividing the applicable LIBO Rate by a one (1.00) minus 
the LIBOR Reserve Percentage, with such quotient to be rounded upward, if 
necessary, to the nearest whole multiple of one-hundredth of one percent 
(0.01%).  All references in this Credit Agreement or other Loan Documents to 
a LIBO Rate include the aforesaid reserve adjustment.

          "LIBOR Loan" shall mean each portion of the total unpaid principal 
under the Credit Facility which bears interest at a rate determined by 
reference to the LIBO Rate plus the Applicable Margin.

          "LIBOR Reserve Percentage" means, relative to any Interest Period 
for LIBOR Loans made by any Lender, the reserve percentage (expressed as a 
decimal) equal to the actual aggregate reserve requirements (including all 
basic, emergency, supplemental, marginal and other reserves and taking into 
account any transactional adjustments or other scheduled changes in reserve 
requirements) announced within Agent Bank as the reserve percentage 
applicable to Agent Bank as specified under regulations issued from time to 
time by the Federal Reserve Board.  The LIBOR Reserve Percentage shall be 
based on Regulation D of the Federal Reserve Board or other regulations from 
time to time in effect concerning reserves for "Eurocurrency Liabilities" 
from related institutions as though Agent Bank were in a net borrowing 
position.

                                      -44-
<PAGE>

          "Land Leases" shall mean collective reference to the Park Cattle 
Lease, Tahoe Green Belt Lease, California Green Belt Lease, Westwood Lease, 
Friendship Master Lease and Friendship Sublease.

          "Laws" means, collectively, all international, foreign, federal, 
state and local statutes, maritime laws, treaties, rules, regulations, 
ordinances, codes and administrative or judicial precedents.

          "Lender Reply Period" shall have the meaning set forth in Section 
9.10(d).

          "Lenders" means WFB and any other bank, finance company, insurance 
or other financial institution which is or becomes a party to this Credit 
Agreement by execution of a counterpart signature page hereto or an 
Assignment and Assumption Agreement, as assignee.  At all times that there 
are no Lenders other than WFB, the terms "Lender" and "Lenders" means WFB in 
its individual capacity. With respect to matters requiring the consent to or 
approval of all Lenders at any given time, all then existing Defaulting 
Lenders will be disregarded and excluded, and, for voting purposes only, "all 
Lenders" shall be deemed to mean "all Lenders other than Defaulting Lenders".

          "Letter(s) of Credit" shall mean collective reference to the 
Standby Letter(s) of Credit issued by L/C Issuer on behalf of Borrowers, or 
any of them, as the same may be extended, renewed or reissued from time to 
time.

          "Leverage Ratio" as of the end of any Fiscal Quarter shall mean the 
ratio resulting by dividing (a) Total Funded Debt for the Fiscal Quarter 
under review by (b) the sum of EBITDA for the Fiscal Quarter under review 
plus EBITDA for each of the most recently ended three (3) preceding Fiscal 
Quarters.

          "Liabilities and Costs" means all claims, judgments, liabilities, 
obligations, responsibilities, losses, damages (including lost profits), 
punitive or treble damages, costs, disbursements and expenses (including, 
without limitation, reasonable attorneys', experts' and consulting fees and 
costs of investigation and feasibility studies), fines, penalties and 
monetary sanctions, interest, direct or indirect, known or unknown, absolute 
or contingent, past, present or future.

                                      -45-
<PAGE>

          "Lien" means any lien, mortgage, pledge, assignment, security 
interest, charge or encumbrance of any kind (including any conditional sale 
or other title retention agreement, any lease in the nature thereof, and any 
agreement to give any security interest) and any option, trust or other 
preferential arrangement having the practical effect of any of the foregoing.

          "Loan Documents" shall mean the collective reference to this Credit 
Agreement, the Revolving Credit Note, the Swingline Note, the Security 
Documentation, Environmental Certificate, the documents described in Section 
3.04 and all other instruments and agreements required to be executed by or 
on behalf of Borrowers, or any of them, or any other Person in connection 
with the Bank Facilities for the benefit of Banks or Agent Bank on behalf of 
the Lenders, the Swingline Lender and the L/C Issuer.

          "Majority Lenders" means, as of any date of determination prior to 
the occurrence of an Event of Default, Lenders holding Syndication Interests 
in excess of fifty percent (50%) of the Credit Facility; and at all times 
during which an Event of Default has occurred and remains continuing, Lenders 
holding a percentage equal to or in excess of sixty-six and two-thirds 
percent (66-2/3%) of the Funded Outstandings; PROVIDED THAT, (i) in 
determining such percentage at any given time, all then existing Defaulting 
Lenders will be disregarded and excluded and the Pro Rata Shares of Lenders 
shall be redetermined, for voting purposes only, to exclude the Pro Rata 
Shares of such Defaulting Lenders, and (ii) notwithstanding the foregoing, at 
all times when three (3) or more Lenders are party to this Credit Agreement, 
the term Majority Lenders shall in no event mean less than three (3) Lenders.

          "Margin Stock" shall have the meaning provided in Regulation U of 
the Board of Governors of the Federal Reserve System.

          "Material Adverse Change" shall mean: (i) any set of circumstances or
events which, other than with respect to the Representations and Warranties set
forth in Article IV of the Credit Agreement which shall be construed to be
applicable to circumstances and events existing both as of the Closing Date (or
such earlier date as may be referenced in each particular provision) and
subsequent to the Closing Date, are not in existence as of the Closing Date,
which are material and adverse to the Collateral or the condition (financial or

                                      -46-
<PAGE>

otherwise), business operations or prospects of (a) the Borrower 
Consolidation taken as a whole, or (b) the ability of Borrowers to perform 
their respective Obligations under the Loan Documents, or (c) the ability of 
any of the Lenders to enforce any of their material rights or remedies under 
any of the Loan Documents, or (ii) any events or changes, which, other than 
with respect to the Representations and Warranties set forth in Article IV of 
the Credit Agreement which shall be construed to be applicable to events and 
changes existing both as of the Closing Date (or such earlier date as may be 
referenced in each particular provision) and subsequent to the Closing Date, 
are not in existence as of the Closing Date or which have or result in a 
material adverse effect upon (a) the value of the Hotel/Casino Facilities or 
the priority of the security interests granted to Agent Bank (other than as a 
result of any action or inaction by Agent Bank or any Lender), (b) the 
validity of any of the Loan Documents, or (c) the use, occupancy or operation 
of the Hotel/Casino Facilities.

          "Maturity Date" shall mean the fifth (5th) annual anniversary of 
the Initial Disbursement Date.

          "Maximum Availability" shall mean the Maximum Permitted Balance 
less the Aggregate Outstandings.

          "Maximum Permitted Balance" shall mean the maximum amount of 
principal which may be outstanding on the Bank Facilities from time to time, 
which shall be the lesser of: (a) the Maximum Scheduled Balance, or (b) the 
amount to which the Maximum Scheduled Balance is permanently voluntarily 
reduced by Borrower pursuant to Section 2.01(c) or is otherwise reduced or 
limited pursuant to Sections 5.01, 6.10(c) or 8.02 or by Scheduled Reductions.

          "Maximum Scheduled Balance" shall mean the amount of the Aggregate 
Commitment, as reduced on each Reduction Date by the Scheduled Reductions.

          "Merger" shall mean the occurrence and effectiveness of the merger 
of HAC with and into HCR, with HCR remaining as the surviving entity, and the 
cessation of HAC as a separate entity, on the terms and conditions set forth 
in the Merger Agreement.

          "Merger Agreement" shall have the meaning ascribed to such term in 
Recital Paragraph B of this Credit Agreement.

                                      -47-
<PAGE>

          "Merger Consideration" shall have the meaning ascribed to such term 
in the Merger Agreement.

          "Merger Effective Date" shall mean the date upon which the Merger 
has occurred.

          "Merger Effective Time" shall mean the time on the Merger Effective 
Date at which the Merger becomes effective as provided in the Merger 
Agreement.

          "Minimum Cap Ex Requirement" shall have the meaning ascribed to 
such term in Section 6.06 of the Credit Agreement, which, for purposes of the 
definition of "Adjusted Fixed Charge Coverage Ratio" shall be deemed to be 
equal to two percent (2%) of gross revenues derived from the Hotel/Casino 
Facilities by the Borrower Consolidation during each applicable Fiscal 
Quarter or other applicable fiscal period.

          "Mortgages" shall mean collective reference to the Deeds of Trust, 
Iowa Mortgage and Iowa Ship Mortgage.

          "Net Income" shall mean with respect to any Person for any fiscal 
period, the net income of such Person during such fiscal period determined in 
accordance with GAAP, consistently applied.

          "Net Proceeds" shall mean the aggregate cash proceeds received by 
the Borrower Consolidation in respect of any sale, transfer, conveyance or 
disposition of FF&E, net of the direct costs relating to such sale, transfer, 
conveyance or disposition of FF&E, amounts required to be applied to the 
repayment of Indebtedness secured by a Lien on the asset or assets that were 
the subject of such sale, transfer, conveyance or disposition of FF&E, any 
reserve for adjustment in respect of the sale price of such FF&E or 
liabilities associated with such sale, transfer, conveyance or disposition of 
FF&E and retained by the Borrower Consolidation and all Indebtedness assumed 
by the purchaser in connection with such sale, transfer, conveyance or 
disposition of FF&E and all taxes paid or payable as a result of such sale, 
transfer, conveyance or disposition.

          "Net Worth" shall mean Assets, less Total Liabilities.

          "Nevada Gaming Authority" shall mean, without limitation, the 
Nevada Gaming Commission and the State Gaming Control Board and any other 
applicable governmental or 

                                      -48-
<PAGE>

administrative state or local agency involved in the regulation of gaming and 
gaming activities conducted by the Borrower Consolidation in the State of 
Nevada.

          "New Venture" means a casino, hotel, casino/hotel, resort, 
casino/resort, riverboat casino, dock casino, golf course, horse racing 
business, entertainment center, shopping center or similar facility or any 
business mandated by a Gaming Authority in order to obtain or retain a Gaming 
Permit (or any site or proposed site for any of the foregoing or entity that 
provides management or other services or goods to any of the foregoing) owned 
or to be owned in whole or in part by any New Venture Subsidiary or owned or 
to be owned by a Person in which any member of the Borrower Consolidation or 
a New Venture Subsidiary is an owner or equity investor.

          "New Venture Investment" shall mean any Investment or Distributions 
made by any member of the Borrower Consolidation in or to any New Venture or 
New Venture Subsidiary after the Closing Date.

          "New Venture Investments" shall mean collective reference to each 
and every New Venture Investment.

          "New Venture Subsidiary" shall mean a Subsidiary of HCR or any of 
its Subsidiaries (other than HTMC, HCRSC, HCCMC or HIMC) that is the direct 
or indirect owner in whole or part of a New Venture.

          "Non Pro Rata Borrowing" means a Borrowing with respect to which 
fewer than all Lenders have funded their respective Pro Rata Shares of such 
Borrowing and the failure of the non-funding Lender or Lenders to fund its or 
their respective Pro Rata Shares of such Borrowing constitutes a breach of 
this Credit Agreement.

          "Notes" shall mean collective reference to the Revolving Credit 
Note and the Swingline Note.

          "Notice of Borrowing" shall have the meaning set forth in Section 
2.03.

          "Notice of Swingline Advance" shall have the meaning set forth in 
Section 2.08(b).

          "Obligations" means, from time to time, all Indebtedness of 
Borrowers owing to Agent Bank, any Lender or any Person entitled to 
indemnification pursuant to 

                                      -49-
<PAGE>

Section 5.14, or any of their respective successors, transferees or assigns, 
of every type and description, whether or not evidenced by any note, guaranty 
or other instrument, arising under or in connection with this Credit 
Agreement or any other Loan Document, whether or not for the payment of 
money, whether direct or indirect (including those acquired by assignment), 
absolute or contingent, due or to become due, now existing or hereafter 
arising and however acquired.  The term includes, without limitation, all 
interest, charges, expenses, fees, reasonable attorneys' fees and 
disbursements, reasonable fees and disbursements of expert witnesses and 
other consultants, and any other sum now or hereinafter chargeable to 
Borrowers under or in connection with Credit Agreement or any other Loan 
Document.  Notwithstanding the foregoing definition of "Obligations", 
Borrowers' obligations under any environmental indemnity agreement 
constituting a Loan Document, or any environmental representation, warranty, 
covenant, indemnity or similar provision in this Credit Agreement or any 
other Loan Document, shall be secured by the Collateral only to the extent, 
if any, specifically provided in the Security Documentation.

          "Operating Subsidiaries" shall mean collective reference to HTMC, 
HCRSC, HCCMC and HIMC.

          "Park Cattle Co." shall mean Park Cattle Co., a Nevada corporation.

          "Park Cattle Lease" shall mean that certain Lease dated July 9, 
1973, as amended on April 27, 1979, February 28, 1985 and June 1, 1997, 
wherein Park Cattle Co. is lessor and HCR (formerly Harvey's Wagon Wheel, 
Inc.) is lessee of the Park Cattle Property, the lessee's interest therein 
having been assigned by HCR to HTMC by Assignment of Leases dated June 1, 
1997, as such Lease may be further amended, restated, extended, renewed or 
otherwise modified from time to time.

          "Park Cattle Lease Estoppel Certificate" shall mean an estoppel 
certificate duly executed by Park Cattle Co. as lessor and HTMC as lessee 
under the Park Cattle Lease, pursuant to which Park Cattle Co. certifies and 
represents to Agent Bank on behalf of Lenders that: (a) the Park Cattle 
Lease, as defined herein, represents the entire agreement between the parties 
thereto with respect to the Park Cattle Property and supersedes all other 
previous documents and agreements between them, (b) that the Park Cattle 
Lease has not been modified, supplemented or amended except as described 
herein, (c) to the best knowledge of Park Cattle Co., there 

                                      -50-

<PAGE>

are no defaults presently existing or continuing under any of the provisions 
of the Park Cattle Lease, and (d) other provisions regarding notice to Agent 
Bank on behalf of Lenders in the event of default thereunder, Agent Bank's 
right to cure and the rights of Banks and their successors to continue in 
possession of the Park Cattle Lease premises.

          "Park Cattle Property" shall mean that real property which is 
particularly described as Parcel 3 on Exhibit Q attached hereto.

          "Paying Agent" shall mean the bank or trust company designated by 
HAC and HCR to act as paying agent in the Merger for the purpose of holding 
the Merger Consideration on and after the Merger Effective Time and paying 
the Merger Consideration to the holders of the Pre-Merger Common Stock as 
provided in Section 3.02 of the Merger Agreement.

          "Pension Plan" means any "employee pension benefit plan" that is 
subject to Title IV of ERISA and which is maintained for employees of 
Borrowers, or any of them, or any of their respective ERISA Affiliates.

          "Permitted Encumbrances" shall mean collective reference to the 
Tahoe Permitted Encumbrances, the Colorado Permitted Encumbrances, the Iowa 
Permitted Encumbrances and the Restricted Subsidiary Permitted Encumbrances.

          "Permitted Preferred Stock" shall mean preferred stock issued by 
HAC or HCR which (a) has no provision or requirement for the payment of 
dividends in Cash or Cash Equivalents prior to the Maturity Date, or (b) if 
providing for or requiring the payment of dividends in Cash or Cash 
Equivalents prior to the Maturity Date, such preferred stock (i) is not 
issued for or in the face amount in excess of Sixty-Five Million Dollars 
($65,000,000.00) in the aggregate (it being understood that the face amount 
of each preferred stock may exceed Sixty-Five Million Dollars 
($65,000,000.00) in the aggregate as a result, and only as a result, of the 
payment of dividends in additional preferred stock which meets the 
requirements of clauses (b)(ii) and (iii) immediately hereinbelow or 
cumulation of additional liquidation amounts in lieu of dividends), (ii) 
contains a dividend deferral option (allowing dividends to be paid in a 
manner other than Cash or Cash Equivalents or otherwise deferred) exercisable 
at the discretion of HCR for a period or multiple periods aggregating no less 
than five (5) years or otherwise does not require the payment of dividends in 
Cash or Cash Equivalents for a period 

                                      -51-
<PAGE>

or multiple periods aggregating no less than five (5) years, and (iii) does 
not require any redemptions (other than in connection with asset sales and 
changes of control the provision for which shall be no more restrictive on 
HCR or the Borrower Consolidation than the provisions concerning asset sales 
and changes of control contained in the Credit Agreement) prior to the 
Maturity Date.

          "Person" means an individual, firm, corporation, limited liability 
company, trust, association, partnership, joint venture, tribunal or other 
entity.

          "Policies of Insurance" shall mean the insurance to be obtained and 
maintained by Borrowers throughout the term of this Credit Agreement as 
provided by Schedule 5.09(a) herein.

          "Post Foreclosure Plan" shall have the meaning set forth in Section 
9.11(e).

          "Pre-Merger Commitment Fees" shall have the meaning ascribed to 
such term in Section 2.10(a) of this Credit Agreement.

          "Pre-Merger Common Stock" shall mean all shares of the common stock 
of HCR issued and outstanding prior to the occurrence of the Merger.

          "Pricing Certificate" shall have the meaning set forth in Section 
5.08(a)(ii).

          "Prime Rate" means at any time, and from time to time, the rate of 
interest most recently announced within WFB at its principal office in San 
Francisco, California, as its "Prime Rate", with the understanding that WFB's 
"Prime Rate" is one of its base rates and serves as the basis upon which 
effective rates of interest are calculated for those loans and extensions of 
credit making reference thereto, and is evidenced by the recording thereof 
after its announcement in such internal publication or publications as WFB 
may designate.  Each change in the Prime Rate shall be effective on the day 
the change is announced within WFB.

          "Principal Prepayments" shall have the meaning set forth in Section 
2.07(a) of this Credit Agreement.

          "Pro Rata" or "Pro Rata Share" shall mean with respect to any 
Lender, a percentage or proportion equal to such Lender's Syndication 
Interest in the Credit Facility as 

                                      -52-
<PAGE>

set forth on the Schedule of Lenders' Proportions in Credit Facility.

          "Protective Advance" means all sums expended as determined by Agent 
Bank to be necessary to: (a) protect the priority, validity and 
enforceability of the Security Documentation on, and security interests in, 
any Collateral and the instruments evidencing or securing the Obligations, or 
(b) prevent the value of any Collateral from being materially diminished 
(assuming the lack of such a payment within the necessary time frame could 
potentially cause such Collateral to lose value), or (c) protect any of the 
Collateral from being materially damaged, impaired, mismanaged or taken, 
including, without limitation, any amounts expended in accordance with 
Section 10.21 or post-foreclosure ownership, maintenance, operation or 
marketing of any Collateral.

          "Qualified Appraisal" shall mean reference to an appraisal or 
appraisals of the Hotel/Casino Facilities and Collateral, or any portion 
thereof, acceptable to Agent Bank, prepared at Borrowers' expense in 
compliance with FIRREA by an appraiser acceptable to Agent Bank, with 
sufficient copies delivered to Agent Bank for distribution to each of the 
Lenders.

          "RPI" shall mean Reno Projects, Inc., a Nevada corporation, which 
is a wholly owned Subsidiary of HCR.

          "Reaffirmation of Friendship Master Lease Estoppel Certificate" 
shall mean that certain Reaffirmation of Ground Lease Estoppel Certificate 
(Friendship Park Master Lease) duly executed by the Iowa Department of 
Natural Resources wherein it certifies and represents to Agent Bank, on 
behalf of Lenders, among other things, that:  (a) as of the date thereof, the 
representations set forth by the Existing Friendship Master Lease Estoppel 
Certificate are true and correct; (b) the provisions of the Existing 
Friendship Master Lease Estoppel Certificate, with regard to the Existing 
Iowa Mortgage, are applicable to the Iowa Mortgage; and (c) except as 
modified thereby, the Existing Friendship Master Lease Estoppel Certificate 
remains in full force and effect.

          "Reaffirmation of Friendship Sublease Estoppel Certificate" shall 
mean that certain Reaffirmation of Ground Lease Estoppel Certificate 
(Friendship Park Sublease) duly executed by the City of Council Bluffs, Iowa, 
as sublessor under the Friendship Sublease, wherein it certifies and 
represents to Agent Bank, on behalf of Lenders, among other 

                                      -53-
<PAGE>

things, that:  (a) as of the date thereof, the representations set forth by 
the Existing Friendship Sublease Estoppel Certificate are true and correct; 
(b) the provisions of the Existing Friendship Sublease Estoppel Certificate, 
with regard to the Existing Iowa Mortgage, are applicable to the Iowa 
Mortgage; and (c) except as modified thereby, the Existing Friendship 
Sublease Estoppel Certificate remains in full force and effect.

          "Reaffirmation of Hard Rock Subordination Agreement" shall mean 
that certain Reaffirmation of Subordination Agreement; Acknowledgement of 
Lease Agreements, Estoppel, Attornment and Non-Disturbance Agreement duly 
executed by HTMC, as lessor, Hard Rock, as lessee, and Agent Bank, pursuant 
to which, among other things:  (a) Hard Rock consents to the Tahoe Deed of 
Trust; (b) HTMC and Hard Rock agree that the provisions of the Existing Hard 
Rock Subordination Agreement, with regard to the Existing Tahoe Deed of 
Trust, are applicable to the Tahoe Deed of Trust; and (c) except as modified 
thereby, the Existing Hard Rock Subordination Agreement remains in full force 
and effect.

          "Reaffirmation of Westwood Subordination and Non-Disturbance 
Agreement" shall mean that certain Reaffirmation of Subordination, Attornment 
and Non-Disturbance Agreement duly executed by HIMC, as lessor, the City of 
Council Bluffs, Iowa, as lessee, and Agent Bank, pursuant to which, among 
other things:  (a) Hard Rock certifies that certain representations set forth 
by the Existing Westwood Subordination and Non-Disturbance Agreement are true 
and correct as of the date thereof; (b) the City of Council Bluffs consents 
to the Iowa Mortgage; and (c) except as modified thereby, the Existing 
Westwood Subordination and Non-Disturbance Agreement remains in full force 
and effect.

          "Real Properties" shall mean collective reference to the Tahoe Real 
Property, the California Greenbelt Property, the Colorado Real Property and 
the Iowa Real Property.

          "Reduction Date(s)" shall mean reference to each date or the dates, 
as the context may require upon which the Maximum Scheduled Balance is 
reduced by a Scheduled Reduction as set forth on the Aggregate Commitment 
Reduction Schedule.

          "Related Entities" shall mean collective reference to all 
stockholders, Affiliates and Subsidiaries of the Borrowers, or any of them, 
other than another Borrower.

                                      -54-
<PAGE>

          "Replacement Note(s)" shall have the meaning set forth in Section 
2.05(i) of this Credit Agreement.

          "Reportable Event" shall mean a reportable event as defined in 
Title IV of ERISA, except actions of general applicability by the Secretary 
of Labor under Section 110 of ERISA.

          "Requisite Lenders" means, as of any date of determination prior to 
the occurrence of an Event of Default, Lenders holding Syndication Interests 
equal to or in excess of sixty-six and two-thirds percent (66-2/3%) of the 
Credit Facility; and at all times during which an Event of Default has 
occurred and remains continuing, Lenders holding a percentage equal to or in 
excess of sixty-six and two-thirds percent (66-2/3%) of the Funded 
Outstandings; PROVIDED THAT, (i) in determining such percentage at any given 
time, all then existing Defaulting Lenders will be disregarded and excluded 
and the Pro Rata Shares of Lenders shall be redetermined, for voting purposes 
only, to exclude the Pro Rata Shares of such Defaulting Lenders, and (ii) 
notwithstanding the foregoing, at all times when three (3) or more Lenders 
are party to this Credit Agreement, the term Requisite Lenders shall in no 
event mean less than three (3) Lenders.

          "Restricted Subsidiary" shall mean a wholly owned Subsidiary of HCR 
which: (a) has not incurred any Indebtedness other than to the extent 
permitted under this Credit Agreement, (b) is not subject to any Liens except 
to the extent permitted under this Credit Agreement, (c) has executed and 
delivered to Agent Bank a Subsidiary Guaranty, (d) all of the stock or other 
evidence of ownership thereof has been pledged in favor of Agent Bank by a 
Stock Pledge, and (e) has been designated by HCR to be a Restricted 
Subsidiary by written notice thereof to Agent Bank, subject to HCR's right to 
redesignate any New Venture Subsidiary as an Unrestricted Subsidiary so long 
as: (i) no Default or Event of Default has occurred and remains continuing, 
and (ii) giving effect to such redesignation as of the end of the most 
recently ended Fiscal Quarter on a pro forma basis, no Default or Event of 
Default would exist under Article VI of the Credit Agreement.

          "Restricted Subsidiary Permitted Encumbrances" shall mean, at any 
particular time with respect to a Restricted Subsidiary, (i) liens for taxes, 
assessments or governmental charges not then due, payable and delinquent, 
(ii) statutory Liens for labor or materials or liens for taxes, assessments 
or governmental charges not then required to be paid pursuant 

                                      -55-
<PAGE>

to Section 5.10, (iii) liens in favor of Agent Bank or any Lender created or 
contemplated by the Security Documentation, (iv) liens in favor of Agent Bank 
for the benefit of the Lenders or consented to in writing by Agent Bank upon 
the approval of Requisite Lenders, (v) purchase money security interests for 
acquired FF&E up to the maximum amount permitted under Section 6.09(c), and 
only to the extent of the lesser of the purchase money loan or the fair 
market value of the acquired FF&E at the time of the acquisition thereof, 
(vi) liens of legally valid leases for FF&E, (vii) easements, licenses or 
rights-of-way, now existing or hereafter granted to any Governmental 
Authority or public utility providing services to the Restricted Subsidiary 
or Restricted Subsidiary Venture, (viii) judgment liens which do not 
constitute an Event of Default, (ix) statutory liens of landlords and liens 
of carriers, warehousemen, mechanics, customs and revenue authorities and 
materialmen and other similar liens imposed by law incurred in the ordinary 
course of business which could not reasonably be expected to cause a Material 
Adverse Change and which are discharged in accordance with Section 5.04, (x) 
liens incurred or deposits made in the ordinary course of business in 
connection with workers' compensation, unemployment insurance and other types 
of social security, or to secure the performance of tenders, statutory 
obligations, surety and appeal bonds, bids, leases, government contracts, 
trade contracts, performance and return-of-money bonds and other similar 
obligations; (xi) leases or subleases granted to others not interfering in 
any material respect with the ordinary conduct of the business of such 
Restricted Subsidiary; (xii) minor defects, encroachments or irregularities 
in title not interfering in any material respect with the ordinary conduct of 
the business of such Restricted Subsidiary; (xiii) Liens securing 
reimbursement obligations with respect to letters of credit and banker's 
acceptances which encumber only documents and other property relating to such 
letters of credit and banker's acceptances and products or proceeds thereof; 
(xiv) Liens arising out of consignment or similar arrangements for the sale 
of goods; (xv) any interest or title of a lessor subject to any capital lease 
obligation or operating lease; (xvi) Liens in existence on the Closing Date 
referenced on Schedule of Liens set forth as Schedule 6.09; (xvii) easements, 
rights of way, restriction, minor defects or irregularities in title and 
other similar liens, charges or encumbrances which do not interfere in any 
material respect with the business of the Borrowers; (xviii) Liens on 
property of a Person existing at the time such Person is merged into or 
consolidated with any Borrower or any Subsidiary of the Borrowers or becomes 
a 

                                      -56-
<PAGE>

Subsidiary of the Borrowers; provided that such Liens (other than replacement 
Liens) were not created in contemplation of such merger or consolidation and 
do not extend to any assets other than those of the Person merged into or 
consolidated with any Borrower or such Subsidiary or acquired by any Borrower 
or such Subsidiary; (xix) the replacement, extension, or renewal of any Lien 
permitted hereunder; (xx) Liens arising from filing Uniform Commercial Code 
financing statements regarding leases; (xxi) Liens in favor of customs and 
revenue authorities arising by operation of law to secure payment of customs 
duties in connection with the importation of goods; (xxii) licenses, leases 
or subleases granted to other Persons in the ordinary course of business; 
(xxiii) any interest or title of a lessor, sublessor, licensee or licensor 
under any personal or real property lease, sublease or license agreement; 
(xxiv) Liens in favor of a banking or other financial institution encumbering 
deposits (including the right of set-off) held by such banking or other 
financial institutions incurred in the ordinary course of business; and (xxv) 
Liens for property taxes on real property which is to be abandoned for which 
the sole recourse for such tax is to such property (or to a Subsidiary of the 
Borrower whose sole asset is such property).

          "Restricted Subsidiary Stock Pledges" shall mean collective 
reference to the Stock Pledge (Gaming) and the Stock Pledge (General).

          "Restricted Subsidiary Venture" shall mean a New Venture owned in 
whole or in part by a Borrower or a Restricted Subsidiary.

          "Revolving Credit Note" shall mean the Amended and Restated 
Revolving Credit Promissory Note, a copy of which is marked "Exhibit A", 
affixed hereto and by this reference incorporated herein and made a part 
hereof, to be executed by Borrowers on or before the Closing Date, payable to 
the order of Agent Bank on behalf of the Lenders, evidencing the Credit 
Facility as the same may be amended, modified, extended, renewed or restated 
from time to time, which shall constitute a full amendment and restatement of 
the Existing Harveys Bank Note, together with all prior amendments thereto.

          "Riverboat" shall mean the whole of the vessel named below and 
described as follows:

                   VESSEL NAME        USCG OFFICIAL NUMBER

                                      -57-
<PAGE>

                 Kanesville Queen           1037706

          "Schedule of Lenders' Proportions in Credit Facility" shall mean 
the Schedule of Lenders' Proportions in Credit Facility, a copy of which is 
marked "Schedule 2.01(a), affixed hereto and by this reference incorporated 
herein and made a part hereof, setting forth the respective Syndication 
Interest and maximum amount to be funded under the Credit Facility by each 
Lender as such schedule may be amended, modified or restated from time to 
time in connection with an Assignment and Assumption Agreement.

          "Schedule of Liens" shall mean the Schedule of Liens, a copy of 
which is set forth as Schedule 6.09, affixed hereto and by this reference 
incorporated herein and made a part hereof, setting forth certain Liens 
encumbering the Collateral as of the Closing Date.

          "Schedule of Outstanding Letters of Credit" shall mean the Schedule 
of Outstanding Letters of Credit, a copy of which is set forth as Schedule 
2.09(e), affixed hereto and by this reference incorporated herein and made a 
part hereof, setting forth each Letter of Credit issued and outstanding under 
the Existing Harveys Credit Agreement that will be deemed issued hereunder as 
of the Closing Date.

          "Schedule of Significant Litigation" shall mean the Schedule of 
Significant Litigation, a copy of which is set forth as Schedule 3.20, 
affixed hereto and by this reference incorporated herein and made a part 
hereof, setting forth the information described in Section 3.20 with respect 
to each Significant Litigation.

          "Schedule of Subsidiaries" shall mean the Schedule of Subsidiaries, 
a copy of which is marked "Schedule 4.22", affixed hereto and by this 
reference incorporated herein and made a part hereof, setting forth the name 
of each Subsidiary of HCR as of the Closing Date, stating whether each such 
Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary and if 
the Subsidiary is a New Venture Subsidiary setting forth a description of the 
applicable New Venture.

          "Scheduled Reductions" shall mean the amount by which the Aggregate 
Commitment is reduced on each Reduction Date as set forth on the Aggregate 
Commitment Reduction Schedule.

                                      -58-
<PAGE>

          "Secured Interest Rate Hedge(s)" shall mean any Interest Rate Hedge 
entered into between any Borrower and any Lender, or Affiliate of any Lender, 
which is secured by the Security Documentation.

          "Security Documentation" shall mean a collective reference to the 
Tahoe Security Documents, Colorado Security Documents, the Iowa Security 
Documents, HCR Security Agreement, HCR Financing Statements and HCR Stock 
Pledges, Subsidiary Guaranties, the Trademark Security Agreement and all 
other instruments and agreements to be executed by or on behalf of members of 
the Borrower Consolidation or other applicable Persons, in favor of Agent 
Bank on behalf of the Lenders securing repayment of the Bank Facilities.

          "Senior Debt" shall mean with reference to the Borrower 
Consolidation for any period the Total Funded Debt of the Borrower 
Consolidation, less the daily average of the aggregate Subordinated Debt for 
such period.

          "Senior Leverage Ratio" as of the end of any Fiscal Quarter shall 
mean the ratio resulting by dividing (a) Senior Debt for the Fiscal Quarter 
under review by (b) the sum of EBITDA for the Fiscal Quarter under review 
plus EBITDA for each of the most recently ended three (3) preceding Fiscal 
Quarters.

          "Senior Subordinated Notes" shall mean reference to the 10-5/8% 
Senior Subordinated Notes due 2006 in the original aggregate amount of One 
Hundred Fifty Million Dollars ($150,000,000.00) issued by HCR pursuant to the 
Indenture.

          "Significant Litigation" shall mean each action, suit, proceeding, 
litigation and controversy involving Borrowers, or any of them, not fully 
covered by insurance or that is subject to a reservation of rights and 
involving claims in excess of Three Million Dollars ($3,000,000.00) or which 
is reasonably expected to result in a Material Adverse Change.

          "Significant Repair Funds" shall have the meaning set forth in 
Section 8.02.

          "Spaceleases" shall mean collective reference to the Tahoe 
Spaceleases, Colorado Spaceleases and Iowa Spaceleases.

          "Standby Letter(s) of Credit" shall mean a letter or letters of 
credit issued by L/C Issuer pursuant to 

                                      -59-
<PAGE>

Section 2.09 of the Credit Agreement for the purpose of securing payment or 
performance of a financial obligation of Borrowers, or any of them.

          "Stated Amount" shall mean the maximum amount which L/C Issuer may 
be required to disburse to the beneficiary(ies) of a Letter(s) of Credit 
under the terms thereof.

          "Stated Expiry Date(s)" shall mean the date set forth on the face 
of a Letter(s) of Credit as the date when all obligations of L/C Issuer to 
advance funds thereunder will terminate, as the same may be extended from 
time to time.

          "Stock Pledge (Gaming)" shall mean the Security Agreement and Stock 
Pledge, the form of which is marked "Exhibit N", affixed hereto and by this 
reference incorporated herein and made a part hereof, pursuant to which the 
stock of each Restricted Subsidiary which is a gaming licensee in any 
jurisdiction within the United States of America is pledged by HCR to Agent 
Bank on behalf of Lender as security for the Bank Facilities and all other 
sums which may be owing by Borrowers to the Banks from time to time under the 
terms of the Credit Agreement.

          "Stock Pledge (General)" shall mean the Security Agreement and 
Stock Pledge, the form of which is marked "Exhibit O", affixed hereto and by 
this reference incorporated herein and made a part hereof, to be executed by 
HCR from time to time for the purpose of pledging the stock of each 
Restricted Subsidiary which is not a gaming licensee as security for the Bank 
Facilities and all other sums which may be owing by Borrowers to the Banks 
from time to time under the terms of the Credit Agreement.

          "Subordinated Debt" shall mean: (i) the Indebtedness evidenced by 
the Indenture and Senior Subordinated Notes, and (ii) all other unsecured 
Indebtedness of the Borrower Consolidation which is contractually 
subordinated to the Bank Facilities and for which (a) there is no principal 
or sinking fund payment requirement maturing or otherwise coming due prior to 
ninety (90) days after the Maturity Date (other than in connection with 
changes of control and asset sales); (b) the maturity date of the 
Subordinated Debt shall not be earlier than ninety (90) days subsequent to 
the Maturity Date; (c) all covenants of the Subordinated Debt shall be no 
more restrictive on HCR and the Borrower Consolidation than the Financial 
Covenants (to the extent such covenants of the Subordinated Debt address the 
matters covered by the Financial 

                                      -60-

<PAGE>

Covenants) applicable under this Credit Agreement; and (d) the events of 
default and subordination provisions of the Subordinated Debt shall be 
acceptable (from the perspective of a senior lender) to Agent Bank, which 
acceptance shall not be unreasonably withheld or delayed (in this regard 
Banks agree that if the events of default and subordination provisions of the 
Subordinated Debt are substantially similar in all material respects as the 
events of default and subordination provisions contained in the Indenture, 
such events of default and subordination provisions shall be deemed 
acceptable by Agent Bank).

          "Subsidiary" shall mean, on the date in question, any Person of 
which an aggregate of more than 50% of the stock of any class or classes (or 
equivalent interests) is owned of record or beneficially, directly or 
indirectly, by another Person and/or any of its Subsidiaries, if the holders 
of the stock of such class or classes (or equivalent interests) (a) are 
ordinarily, in the absence of contingencies, entitled to vote for the 
election of a majority of the directors (or individuals performing similar 
functions) of such Person, even though the right so to vote has been 
suspended by the happening of such a contingency, or (b) are entitled, as 
such holders, to vote for the election of a majority of the directors (or 
individuals performing similar functions) of such Person, whether or not the 
right so to vote exists by reason of the happening of a contingency.

          "Subsidiary Guarantor" shall mean each Restricted Subsidiary which 
has executed the Subsidiary Guaranty.

          "Subsidiary Guaranty" shall mean the General Continuing Subsidiary 
Guaranty to be executed by each Restricted Subsidiary in favor of the Agent 
Bank on behalf of Banks substantially in the form of the General Continuing 
Subsidiary Guaranty marked "Exhibit P", affixed hereto and by this reference 
incorporated herein and made a part hereof, under the terms of which each 
Restricted Subsidiary irrevocably and unconditionally guaranties to Agent 
Bank on behalf of the Banks the full and prompt payment and performance of 
all Obligations of Borrowers under the Credit Agreement, Notes and other Loan 
Documents.

          "Swingline Advance" shall mean each advance made by Swingline 
Lender to Borrowers under the Swingline Facility.

          "Swingline Facility" shall mean the agreement of Swingline Lender to
make Swingline Advances to Borrowers 

                                      -61-
<PAGE>

subsequent to the Closing Date, subject to the terms and conditions and up to 
the maximum amounts and for the duration as set forth in Section 2.08 of this 
Credit Agreement.

          "Swingline Lender" shall have the meaning set forth in the Preamble of
this Credit Agreement.

          "Swingline Note" shall mean the Swingline Note, a copy of which is 
marked "Exhibit B", affixed hereto and by this reference incorporated herein 
and made a part hereof, to be executed by Borrowers on or before the Closing 
Date, payable to the order of Swingline Lender, effective as of the Merger 
Effective Time, evidencing the Swingline Facility.

          "Swingline Outstandings" shall mean the aggregate amount of all 
outstanding and unpaid Swingline Advances as of each date of determination.

          "Syndication Interest" shall mean the proportionate interest of 
each Lender in the Credit Facility as set forth on the Schedule of Lenders' 
Proportions in Credit Facility, a copy of which is marked Schedule 2.01(a), 
affixed hereto and by this reference incorporated herein and made a part 
hereof, as the same may be amended or restated from time to time.

          "Tahoe Assignment of Permits, Licenses and Contracts" shall mean 
the Amended and Restated Assignment of Permits, Licenses and Contracts 
(Tahoe) to be executed by HTMC and Agent Bank on or before the Closing Date, 
whereby HTMC assigns to Agent Bank all of its right, title and interest in 
and to all permits, licenses and contracts relating to the Tahoe Hotel/Casino 
Facility, except those Gaming Permits and other licenses or permits which are 
unassignable, which shall constitute a full amendment and restatement of the 
Assignment of Permits, Licenses and Contracts (Tahoe) recorded August 16, 
1995, in the Official Records of Douglas County, Nevada, in Book 895, at Page 
2585, as Instrument No. 368426, together with all prior amendments thereto, 
as such Amended and Restated Assignment of Permits, Licenses and Contracts 
(Tahoe) may be amended, restated or otherwise modified from time to time.

          "Tahoe Assignment of Spaceleases, Contracts, Rents and Revenues" shall
mean the Amended and Restated Assignment of Spaceleases, Contracts, Rents and
Revenues (Tahoe) to be executed by HTMC and Agent Bank on or before the Closing
Date pursuant to which HTMC assigns to Agent Bank: (a) all of its right, title
and interest under the Tahoe Equipment Leases and 

                                      -62-
<PAGE>

Contracts, and under the Tahoe Spaceleases relating to the Tahoe Hotel/Casino 
Facility, and (b) all rents, issues, profits, revenues and income from the 
Tahoe Hotel/Casino Facility and any other business activity conducted on the 
Tahoe Real Property, together with any future expansions thereof, related 
thereto or used in connection therewith, which shall constitute a full 
amendment and restatement of the Assignment of Spacelease, Contracts, Rents 
and Revenues (Tahoe) recorded August 16, 1995, in the Official Records of 
Douglas County, Nevada, in Book 895, at Page 2571, as Instrument No. 368425, 
together with all prior amendments thereto, as such Amended and Restated 
Assignment of Spaceleases, Contracts, Rents and Revenues (Tahoe) may be 
amended, restated or otherwise modified from time to time.

          "Tahoe Assignments" shall mean collective reference to the Tahoe 
Assignment of Permits, Licenses and Contracts, Tahoe Assignment of 
Spaceleases, Contracts, Rents and Revenues, the Assignment of California 
Greenbelt Lease, Assignment of Tahoe Greenbelt Lease and Assignment of Park 
Cattle Lease.

          "Tahoe Closing Instructions" shall mean the Closing Instructions to 
be given by Agent Bank to Tahoe Title Company on or before the Closing Date 
setting forth the requirements of Lenders for the issuance of the Tahoe Title 
Endorsements and other conditions for the funding of the Initial Disbursement 
to the reasonable satisfaction of Agent Bank, Lenders and the Borrowers.

          "Tahoe Collateral" shall mean collective reference to:  (i) all of 
the Tahoe Real Property, the California Greenbelt Property and the personal 
property, furniture, fixtures and equipment, contract rights, leases, 
intangibles and other interests of HTMC, which are subject to the liens and 
security interests of the Tahoe Security Documents; (ii) all rights of HTMC 
assigned as additional security pursuant to the terms of the Tahoe Security 
Documents; and (iii) any and all other property and/or intangible rights, 
interest or benefits inuring to or in favor of HTMC, which are in any manner 
assigned, pledged, encumbered or otherwise hypothecated in favor of Agent 
Bank on behalf of Lenders to secure payment of the Bank Facilities.

          "Tahoe Deed of Trust" shall mean the Amended and Restated Leasehold 
and Fee Deed of Trust, Fixture Filing and Security Agreement with Assignment 
of Rents and Notice of Additional Commitment (Tahoe) to be executed on or 
before the 

                                      -63-
<PAGE>

Closing Date, by HTMC, as trustor and debtor, and by Agent Bank, as 
beneficiary and Secured Party, to Tahoe Title Insurance Company, as trustee, 
in favor of Agent Bank on behalf of Lenders, as beneficiary, for the purposes 
of providing security for the Bank Facilities encumbering the Tahoe 
Collateral more particularly therein described as first mortgage lien subject 
only to the Tahoe Permitted Encumbrances, which shall constitute a full 
amendment and restatement of the Leasehold and Fee Deed of Trust, Fixture 
Filing and Security Agreement with Assignment of Rents (Tahoe), recorded 
August 16, 1995, in the Official Records of Douglas County, Nevada, in Book 
895, at Page 2526, as Document No. 368422, together with all prior amendments 
thereto, as such Amended and Restated Leasehold and Fee Deed of Trust, 
Fixture Filing and Security Agreement with Assignment of Rents (Tahoe) may be 
amended, restated or otherwise modified from time to time.

          "Tahoe Equipment Leases and Contracts" shall mean the executed 
leases and purchase contracts pertaining to the Tahoe FF&E wherein HTMC is 
the lessee or vendee, as the case may be, as set forth on that certain 
schedule marked "Schedule 4.16(A)", affixed hereto and by this reference 
incorporated herein and made a part hereof.

          "Tahoe FF&E" shall mean the furniture, fixtures and equipment and 
all gaming equipment and devices which have been installed or are to be 
installed and used or owned by HTMC in connection with the operation of the 
Tahoe Hotel/Casino Facility.

          "Tahoe Financing Statements" shall mean the Uniform Commercial Code 
Financing Statements to be executed by HTMC on or before the Closing Date in 
favor of Agent Bank on behalf of Lenders, to be filed with the Secretary of 
State of the State of Nevada and the County Recorder of Douglas County, 
Nevada, in order to effect and perfect the security interest granted to Agent 
Bank on behalf of Lenders under the Tahoe Deed of Trust in accordance with 
the requirements of Nevada Uniform Commercial Code, as they may be extended, 
renewed, amended, restated or otherwise modified from time to time.

          "Tahoe Greenbelt Lease" shall mean that certain Net Lease Agreement 
dated as of February 28, 1985, as amended on June 1, 1997, between Park 
Cattle Co., as lessor, and HCR as lessee, under the terms of which HCR leases 
the Tahoe Greenbelt Property from Park Cattle Co., the lessee's interest 
therein having been assigned by HCR to HTMC by Assignment of 

                                      -64-
<PAGE>

Leases dated June 1, 1997, as such Net Lease Agreement may be further 
amended, extended, renewed, or otherwise modified from time to time.

          "Tahoe Greenbelt Lease Estoppel Certificate" shall mean an estoppel 
certificate duly executed by Park Cattle Co. as lessor and HTMC as lessee 
under the Tahoe Greenbelt Lease, pursuant to which Park Cattle Co. certifies 
and represents to Agent Bank on behalf of Lenders that: (a) the Tahoe 
Greenbelt Lease, as defined herein, represents the entire agreement between 
the parties hereto and supersedes all other previous documents and agreements 
between them, (b) that the Tahoe Greenbelt Lease has not been modified, 
supplemented or amended except as described herein, (c) to the best knowledge 
of Park Cattle Co., there are no defaults presently existing or continuing 
under any of the provisions of the Tahoe Greenbelt Lease, and (d) other 
provisions regarding notice to Agent Bank on behalf of Lenders in the event 
of default thereunder, Agent Bank's right to cure any such default and the 
rights of Banks and their successors to continue in possession of the leased 
premises.

          "Tahoe Greenbelt Property" shall mean that property which is 
particularly described as Parcel 4 on Exhibit Q attached hereto.

          "Tahoe Hotel/Casino Facility" shall mean the hotel and casino business
and related activities conducted by HTMC in and on the Tahoe Real Property and
all improvements now or hereafter situate thereon, presently conducted under the
style and name of Harveys Resort Hotel/Casino.

          "Tahoe Permitted Encumbrances" shall mean, at any particular time, 
(i) liens for taxes, assessments or governmental charges not then due and 
payable or not then delinquent, (ii) statutory liens for labor and/or 
materials and liens for taxes, assessments or governmental charges not then 
required to be paid pursuant to Sections 5.04 and 5.10 hereof, respectively, 
provided that, Borrowers shall have maintained adequate reserves in 
accordance with GAAP for payment of same, (iii) liens incurred or deposits 
made in the ordinary course of business in connection with workers' 
compensation, unemployment insurance and other types of social security, or 
to secure the performance of tenders, statutory obligations, surety and 
appeal bonds, bids, leases, government contracts, trade contracts, 
performance and return-of-money bonds and other similar obligations 
(exclusive of obligations for the payment of borrowed money); (iv) leases or 
subleases 

                                      -65-
<PAGE>

granted to others (including, without limitation, any Subsidiary) not 
interfering in any material respect with the ordinary conduct of the business 
of the Tahoe Hotel/Casino Facility; (v) liens created or contemplated by the 
Tahoe Security Documents, (vi) the liens, encumbrances and restrictions on 
the Tahoe Real Property, Tahoe FF&E and existing improvements which are shown 
as exceptions on Schedule B of the Tahoe Title Insurance Policy and Tahoe 
Title Endorsements to be issued by the Tahoe Title Company as of the Closing 
Date, (vii) liens consented to in writing by Agent Bank upon the approval of 
Requisite Lenders, (viii) liens of legally valid capital leases and purchase 
money security interests for Tahoe FF&E and other goods to the extent 
permitted by Section 6.09(c), (ix) each and every easement, license, 
restriction or right-of-way that (A) is hereafter granted to any Governmental 
Authority or public utility and (B) does not interfere in any material 
respect with the Tahoe Hotel/Casino Facility; (x) judgment liens, writs, 
warrants, levies, distraints, attachments and other similar process which do 
not constitute an Event of Default, (xi) Liens securing reimbursement 
obligations with respect to letters of credit and banker's acceptances which 
encumber only documents and other property relating to such letters of credit 
and banker's acceptances and products or proceeds thereof; (xii) Liens 
arising out of consignment or similar arrangements for the sale of goods; 
(xiii) any interest or title of a lessor subject to any capital lease 
obligation or operating lease; (xiv) Liens in existence on the Closing Date 
and referenced on Schedule of Liens set forth as Schedule 6.09; (xv) 
easements, rights of way, restrictions, minor defects or irregularities in 
title and other similar liens, charges or encumbrances which do not interfere 
in any material respect with the business of the Borrowers; (xvi) Liens on 
property of a Person existing at the time such Person is merged into or 
consolidated with any Borrower or any Subsidiary of the Borrowers or becomes 
a Subsidiary of the Borrowers; provided that such Liens (other than 
replacement Liens) were not created in contemplation of such merger or 
consolidation and do not extend to any assets other than those of the Person 
merged into or consolidated with any Borrower or such Subsidiary or acquired 
by any Borrower or such Subsidiary; (xvii) the replacement, extension, or 
renewal of any Lien permitted hereunder; (xviii) Liens arising from filing 
Uniform Commercial Code financing statements regarding leases; (xix) Liens in 
favor of customs and revenue authorities arising by operation of law to 
secure payment of customs duties in connection with the importation of goods; 
(xx) licenses, leases or subleases granted to other Persons in 

                                      -66-
<PAGE>

the ordinary course of business; (xxi) any interest or title of a lessor, 
sublessor, licensee or licensor under any personal or real property lease, 
sublease or license agreement; (xxii) Liens in favor of a banking or other 
financial institution encumbering deposits (including the right of set-off) 
held by such banking or other financial institutions incurred in the ordinary 
course of business; and (xxiii) Liens for property taxes on real property 
which is to be abandoned for which the sole recourse for such tax is to such 
property (or to a Subsidiary of any Borrower whose sole asset is such 
property).

          "Tahoe Real Property" shall mean that real property which is 
particularly described as Parcels 1 through 4 on "Exhibit Q" attached hereto 
and incorporated by reference herein.

          "Tahoe Security Documents" shall mean collective reference to the 
Tahoe Assignment of Permits, Licenses and Contracts, the Tahoe Assignment of 
Spaceleases, Contracts, Rents and Revenues, the Tahoe Deed of Trust, the 
California Deed of Trust, the Tahoe Financing Statements, the Assignment of 
California Greenbelt Lease, Assignment of Tahoe Greenbelt Lease, Assignment 
of Park Cattle Lease and any other document or instrument which is executed 
or delivered by HTMC and accepted by Agent Bank, on behalf of Lenders, as 
security for payment under the Bank Facilities relating to the Tahoe 
Hotel/Casino Facility.

          "Tahoe Spaceleases" shall mean the executed leases and concession 
agreements pertaining to the Tahoe Hotel/Casino Facility, or any portion 
thereof, wherein HTMC is the lessor as set forth on the certain schedule 
marked "Schedule 4.15(A)", affixed hereto and by this reference incorporated 
herein and made a part hereof.

          "Tahoe Title Company" shall mean Chicago Title Insurance Company 
and its issuing agent, Western Title Company, 225 So. Arlington Avenue, Reno, 
Nevada 89501, together with such reinsurers with direct access as are 
requested by Agent Bank or other title insurance company or companies as may 
be reasonably acceptable to Agent Bank.

          "Tahoe Title Endorsements" shall mean a collective reference to a 
CLTA 110.5 Form Endorsement to the Existing Tahoe Title Policy and to such 
other endorsements to the Existing Tahoe Title Policy as are requested by 
Agent Bank, in order to cause the Existing Tahoe Title Policy to insure the 

                                      -67-
<PAGE>

lien and priority of the Tahoe Deed of Trust and the lien and priority of the 
California Deed of Trust, subject only to such exceptions and conditions of 
title as are acceptable to Agent Bank, all of which endorsements shall be 
issued by the Tahoe Title Company and shall be in a form and substance 
acceptable to Agent Bank.

          "Tahoe Title Insurance Policy" shall mean a collective reference to 
the Existing Tahoe Title Policy and the Tahoe Title Endorsements.

          "Taxes" shall have the meaning set forth in Section 2.12.

          "Title Company" shall mean individual reference and "Title 
Companies" shall mean collective reference to the Tahoe Title Company, 
Colorado Title Company and Iowa Title Company, as the context may require.

          "Title Endorsement" shall mean individual reference and "Title 
Endorsements" shall mean collective reference to the Colorado Title 
Endorsements, the Iowa Title Endorsements and the Tahoe Title Endorsements.

          "Title Insurance Policy" shall mean individual reference and "Title 
Insurance Policies" shall mean collective reference to the Tahoe Title 
Insurance Policy, Iowa Title Insurance Policy and the Colorado Title 
Insurance Policy, as the context may require.

          "Total Funded Debt" shall mean with reference to the Borrower 
Consolidation for any period the daily average of the Aggregate Outstandings 
for such period, plus the total as of the last day of such period of both the 
long-term and current portions (without duplication) of all other 
Indebtedness.

          "Total Liabilities" shall mean the total liabilities of the 
Borrower Consolidation determined in accordance with GAAP.

          "Trademark Security Agreement" shall mean the Amended and Restated 
Trademark Security Agreement to be executed by Borrowers and Agent Bank as of 
the Closing Date for the purpose of granting a security interest in favor of 
Agent Bank on behalf of Lenders, in all trademarks, tradenames, copyrights 
and servicemarks used in connection with the Hotel/Casino Facilities, 
including, without limitation each registration and application set forth on 

                                      -68-
<PAGE>

Schedule 4.27 or otherwise described on Schedule A to the Trademark Security 
Agreement, which shall constitute a full amendment and restatement of the 
Trademark Security Agreement filed with the U.S. Patent and Trademark Office, 
and with the U.S. Copyright Office, on August 18, 1995, as such Amended and 
Restated Trademark Security Agreement may be amended, restated or otherwise 
modified from time to time.

          "USCG" shall mean the United States Coast Guard.

          "Unrestricted Subsidiary" shall mean RPI, HLVMC and each Subsidiary 
which is not a Restricted Subsidiary.

          "Unsuitable Lender" shall have the meaning set forth in Section 
10.10(d).

          "Voluntary Permanent Reduction" shall have the meaning set forth in 
Section 2.01(c).

          "WFB" shall mean Wells Fargo Bank, National Association.

          "Westwood Golf Course Property" shall mean that property which is 
particularly described as Parcel B on "Exhibit S" attached hereto and 
incorporated by reference herein.

          "Westwood Lease" shall mean that certain Lease Agreement under date 
of March 1, 1995 pursuant to which the Westwood Golf Course Property is 
leased by HIMC to the City of Council Bluffs, subject to the terms and 
conditions set forth therein, as such Lease Agreement may be amended and 
restated, extended, renewed or otherwise modified from time to time.

          "Westwood Subordination and Non-Disturbance Agreement" shall mean 
the Existing Westwood Subordination and Non-Disturbance Agreement as 
reaffirmed by the Reaffirmation of Westwood Subordination and Non-Disturbance 
Agreement.

          Section 1.02.  INTERPRETATION AND CONSTRUCTION.  In this Credit 
Agreement, unless the context otherwise requires:

                 (a)     Articles and Sections mentioned by number only are 
the respective Articles and Sections of this Credit Agreement as so numbered;

                 (b)     Words importing a particular gender mean and include
every other gender, and words importing the 

                                      -69-
<PAGE>

singular number mean and include the plural number and VICE VERSA;

                 (c)     All times specified herein, unless otherwise 
specifically referred, shall be the time in San Francisco, California;

                 (d)     Any headings preceding the texts of the several 
Articles and Sections of this Credit Agreement, and any table of contents or 
marginal notes appended to copies hereof, shall be solely for convenience of 
reference and shall not constitute a part of this Credit Agreement, nor shall 
they affect its meaning, construction or effect;

                 (e)     If any clause, provision or Section of this Credit 
Agreement shall be ruled invalid or unenforceable by any court of competent 
jurisdiction, such holding shall not invalidate or render unenforceable any 
of the remaining provisions hereof;

                 (f)     The terms "herein", "hereunder", "hereby", "hereto", 
"hereof" and any similar terms as used in the Credit Agreement refer to this 
Credit Agreement; the term "heretofore" means before the date of the 
execution of this Credit Agreement; and the term "hereafter" means after the 
date of the execution of this Credit Agreement;

                 (g)     The parties hereto agree that each has contributed 
to the drafting of this Credit Agreement and each of the Loan Documents and 
that the provisions herein contained shall not be construed against Borrowers 
or Banks as having been the person or persons responsible for the preparation 
thereof;

                 (h)     All accounting terms used herein which are not 
otherwise specifically defined shall be used in accordance with GAAP;

                 (i)     Each reference to a Loan Document or the  Security 
Documentation, or any of them, as used in this Credit Agreement shall be 
deemed a reference to such Loan Document or the Security Documentation as the 
same may be amended, modified, supplemented, replaced or restated from time 
to time;

                 (j)     All contracts, documents, indentures, leases or other
agreements referred to herein shall, unless expressly indicated to the contrary,
refer to such contract, 

                                      -70-
<PAGE>

document, indenture or other agreement as the same may be amended, restated, 
supplemented or otherwise modified from time to time; and

                 (k)     Every affirmative duty, covenant and obligation of 
Borrowers hereunder shall be equally applicable to each of the Borrowers 
individually and where the context would result in the best interests or 
rights of Banks shall be construed to mean "Borrowers or any of them" or 
"Borrowers and each of them", as applicable.

          Section 1.03.  USE OF DEFINED TERMS.  Unless otherwise defined or 
the context otherwise requires, terms for which meanings are provided in this 
Credit Agreement shall have such meanings when used in the Notes and in each 
Loan Document and other communication delivered from time to time in 
connection with this Credit Agreement or any other Loan Document.

          Section 1.04.  CROSS-REFERENCES.  Unless otherwise specified, 
references in this Credit Agreement and in each other Loan Document to any 
Article or Section are references to such Article or Section of this Credit 
Agreement or such other Loan Document, as the case may be, and, unless 
otherwise specified, references in any Article, Section or definition to any 
clause are references to such clause of such Article, Section or definition.

          Section 1.05.  EXHIBITS AND SCHEDULES.  All Exhibits and Schedules 
to this Credit Agreement, either as originally existing or as the same may 
from time to time be supplemented, modified or amended, are incorporated 
herein by this reference.

                                      ARTICLE II

                     AMOUNT, TERMS AND SECURITY OF THE FACILITIES

          Section 2.01.  THE CREDIT FACILITY.

                 a.      Subject to the conditions and upon the terms 
hereinafter set forth and in accordance with the terms and provisions of the 
Revolving Credit Note, each Lender severally agrees in the proportions set 
forth on the Schedule of Lenders' Proportions in Credit Facility, marked 
Schedule 2.01(a) attached hereto and by this reference incorporated herein 
and made a part hereof, to fund the Initial Disbursement and continue the 
outstanding balance of 

                                      -71-
<PAGE>

principal and accrued interest under the Existing Harveys Credit Facility as 
Funded Outstandings hereunder and to lend and advance Borrowings to 
Borrowers, on and after the Closing Date, in the aggregate up to the Maximum 
Permitted Balance, such amounts as Borrowers may request by Notice of 
Borrowing duly executed by an Authorized Officer and delivered to Agent Bank 
from time to time as provided in Section 2.03.

                 b.      Subject to the uses and purposes set forth in 
Section 2.02, on and after the Closing Date, Borrowers may borrow, repay and 
reborrow Borrowings up to the Available Borrowings from time to time; 
provided, however, amounts of Funded Outstandings bearing interest with 
reference to a LIBO Rate shall be subject to Breakage Charges incident to 
prepayment to the extent repaid other than on the last day of the Interest 
Period applicable to such Funded Outstandings.  The Credit Facility shall be 
for a term commencing as of the Closing Date and terminating on the Maturity 
Date, on which date the entire outstanding balance of the Credit Facility 
shall be fully paid and Bank Facility Termination shall occur.  In no event 
shall any Lender be liable to fund any amounts under the Credit Facility in 
excess of its respective Syndication Interest in any Borrowing.  In the event 
the Aggregate Outstandings exceed the Maximum Permitted Balance at any time, 
Borrowers shall immediately cause the Aggregate Outstandings to be reduced by 
such amount as may be necessary to cause the Aggregate Outstandings to be 
equal to or less than the Maximum Permitted Balance.

                 c.      Borrowers may voluntarily reduce the Maximum 
Permitted Balance from time to time (a "Voluntary Permanent Reduction") on 
the following conditions:

                         (i)   that each such Voluntary Permanent Reduction be
          in the minimum amount of Two Million Five Hundred Thousand Dollars
          ($2,500,000.00) and made in writing by an Authorized Officer,
          effective on the third (3rd) Banking Business Day following receipt by
          Agent Bank;

                         (ii)  that each such Voluntary Permanent Reduction
          shall be irrevocable and a permanent reduction to the Maximum
          Permitted Balance;

                         (iii) In the event any Voluntary Permanent Reduction
          reduces the Maximum Permitted Balance to less than the sum of the
          Aggregate Outstandings, the Borrowers shall immediately cause 

                                      -72-
<PAGE>

          the Aggregate Outstandings to be reduced by such amount as may be
          necessary to cause the Aggregate Outstandings to be equal to or less
          than the Maximum Permitted Balance.

          Section 2.02.  USE OF PROCEEDS OF THE CREDIT FACILITY.  Available
Borrowings shall be used for the following purposes:

                 a.      On the Closing Date for the purposes of (the "Initial
Disbursement"):

                 (i)     continuing the outstanding principal balance under the
          Existing Harveys Credit Facility as Funded Outstandings under the
          Credit Facility, if any;

                 (ii)    paying in full all amounts owing under the HAC Loan,
          HAC Loan Agreement and HAC Demand Note as of the Closing Date;

                 (iii)   paying in full the fees due Agent Bank as set forth in
          the Fee Side Letter, the costs, fees and expenses of Title Company
          incurred in connection with the issuance of the Title Endorsements,
          the costs, fees and expenses of Henderson & Morgan, LLC, attorneys for
          Agent Bank, and associate counsel and insurance consultants retained
          by them incurred to the Closing Date; and

                 (iv)    paying other costs, fees, charges and expenses incurred
          by Borrowers (including, without limitation, legal and investment
          banking fees and expenses) incurred in connection with the Merger, the
          Bank Facilities, the issuance of preferred stock by HAC or HCR, the
          offer to purchase to the holders of the Senior Subordinated Notes made
          following the Merger, consent fees paid to the holders of the Senior
          Subordinated Notes and the transactions contemplated thereby and
          hereby.

                 b.      Subsequent to the Closing Date for the purposes of 
providing financing for general corporate purposes, including financing 
Capital Expenditures, working capital requirements and New Venture 
Investments of the Borrower Consolidation subject to the terms, covenants and 
limitations hereinafter set forth.

                                      -73-
<PAGE>

          Section 2.03.  NOTICE OF BORROWINGS.

                 a.      An Authorized Officer shall give Agent Bank, no 
later than 9:00 a.m. on a Banking Business Day at Agent Bank's office 
specified in Section 2.07, at least three (3) full Banking Business Days 
prior written notice in the form of the Notice of Borrowing ("Notice of 
Borrowing"), a copy of which is marked "Exhibit C", affixed hereto and by 
this reference incorporated herein and made a part hereof, for each proposed 
Borrowing to be made with reference to a LIBO Rate and at least one (1) full 
Banking Business Day prior written notice for all other Borrowings, 
specifying the date and amount of each proposed Borrowing.  Agent Bank shall 
give prompt notice of each Notice of Borrowing to Lenders of the amount to be 
funded and specifying the Funding Date.  Not later than 11:00 a.m. on the 
Funding Date specified, each Lender shall disburse to Agent Bank the Pro Rata 
Share of the amount to be advanced by each such Lender in lawful money of the 
United States of America and in immediately available funds.  Agent Bank 
shall make the proceeds of such fundings received by it on or before 11:00 
a.m. from the Lenders available to Borrowers by depositing, prior to 1:00 
p.m. on the day so received (but not prior to the Funding Date), in the 
Designated Deposit Account maintained with Agent Bank the amounts received 
from the Lenders.  No Borrowing may exceed the Available Borrowings.  Each 
Borrowing to be made with reference to the Base Rate shall be in a minimum 
amount of One Million Dollars ($1,000,000.00) and in increments of One 
Hundred Thousand Dollars ($100,000.00).  Borrowers shall be entitled to no 
more than five (5) Borrowings during each calendar month, exclusive of 
Borrowings made for the sole purpose of funding repayment of a Swingline 
Advance or L/C Reimbursement Obligation.

                 b.      The failure of any Lender to fund its Pro Rata Share 
of any Borrowing on any Funding Date shall neither relieve any other Lender 
of any obligation hereunder to fund its Pro Rata Share of such Borrowing on 
such Funding Date nor relieve the Lender which has failed to fund of its 
obligations to Borrowers hereunder.  No Lender shall be responsible for the 
failure of any other Lender to fund its Pro Rata Share of such Borrowing on 
any Funding Date nor shall any Lender be responsible for the failure of any 
other Lender to perform its respective obligations hereunder.  The provisions 
set forth in Section 10.10(d) shall be applicable to a Defaulting Lender to 
the same extent as if such Defaulting Lender was found to be an Unsuitable 
Lender.

                                      -74-
<PAGE>

          Section 2.04.  CONDITIONS OF BORROWINGS. Borrowings, other than the 
Initial Disbursement and Borrowings made at the request of Agent Bank for the 
purpose of funding repayment of Swingline Outstandings and/or L/C 
Reimbursement Obligations as hereinafter provided, will only be made so long 
as Borrowers are in full compliance with each of the requirements and 
conditions precedent set forth in Article III B of this Credit Agreement.  
Provided, however, upon the consent of the Requisite Lenders, Lenders shall 
advance Borrowings notwithstanding the existence of less than full compliance 
with the requirements of Article III B and Borrowings so made shall be deemed 
to have been made pursuant to this Credit Agreement.

          Section 2.05.  THE REVOLVING CREDIT NOTE AND EXERCISE OF INTEREST 
RATE OPTIONS.

                 a.      The Credit Facility shall be further evidenced by 
the Revolving Credit Note payable to the order of Agent Bank on behalf of the 
Lenders.  Agent Bank shall record manually or electronically the date and 
amount of each Borrowing advanced by the Lenders together with the applicable 
Interest Period in the case of portions of the unpaid principal under the 
Credit Facility bearing interest with reference to a LIBO Rate, and the 
amount of each repayment of principal made thereunder by Borrowers and the 
entry of such records shall be prima facie evidence as to such matters; 
provided, however, the failure to make such a record or notation with respect 
to any Borrowing or repayment thereof, or an error in making such a record or 
notation, shall not limit or otherwise affect the obligations of Borrowers 
hereunder or under the Revolving Credit Note.

                 b.      Interest shall accrue on the entire outstanding 
principal balance at a rate per annum equal to the Base Rate plus the 
Applicable Margin, unless Borrowers request a LIBOR Loan pursuant to Section 
2.03 or elect pursuant to Section 2.05(c) hereinbelow to have interest accrue 
on a portion or portions of the outstanding principal balance at a LIBO Rate 
("Interest Rate Option"), in which case interest on such portion or portions 
shall accrue at a rate per annum equal to such LIBO Rate plus the Applicable 
Margin; provided that: (i) each such LIBOR Loan is in a minimum amount of 
Five Million Dollars ($5,000,000.00) and in minimum increments of One Million 
Dollars ($1,000,000.00), and (ii) no more than eight (8) LIBOR Loans may be 
outstanding at any one time.  As of the Closing Date, the Applicable Margin 
for the Base Rate Loan shall be one and three-quarters percent (1.75%) and 
for 

                                      -75-
<PAGE>

each LIBOR Loan shall be three percent (3.0%).  Interest accrued on each Base 
Rate Loan shall be due and payable in arrears on the first day of each Fiscal 
Quarter following the Closing Date, on the first day of each successive 
Fiscal Quarter thereafter, and on the Maturity Date.  For each LIBOR Loan, 
interest shall be due and payable in arrears at the end of each Interest 
Period applicable thereto, but in any event no less frequently than at the 
end of each three (3) month period during the term of such LIBOR Loan.  Agent 
Bank shall notify HCR in writing five (5) Banking Business Days prior to each 
payment of interest due herewith, detailing the amount owed and the 
calculation thereof.  Except as qualified above, the outstanding principal 
balance of the Credit Facility may be a Base Rate Loan or one or more LIBOR 
Loans, or any combination thereof, as Borrowers shall specify.

                 c.      So long as no Default or Event of Default shall have 
occurred and remains continuing, Borrowers may Convert from one Interest Rate 
Option to another Interest Rate Option or continue an Interest Rate Option 
for another Interest Period by giving irrevocable notice to Agent Bank of 
such Conversion or Continuation by 9:00 a.m., on a day which is at least 
three (3) Banking Business Days prior to the proposed date of such Conversion 
to or Continuation of each LIBOR Loan or at least one (1) Banking Business 
Day prior to the proposed date of such Conversion to each Base Rate Loan.  
Each such notice shall be made by an Authorized Officer by telephone or telex 
and thereafter immediately confirmed in writing by delivery to Agent Bank of 
a Continuation/Conversion Notice specifying the date of such Conversion or 
Continuation, the amounts to be so Converted or Continued and the Interest 
Period if the Conversion or Continuation is being made with reference to a 
LIBOR Loan.  Upon receipt of such Continuation/Conversion Notice, Agent Bank 
shall promptly in accordance with such Continuation/Conversion Notice set the 
applicable interest rate (which in the case of a LIBOR Loan shall be the LIBO 
Rate plus the Applicable Margin as of the second Banking Business Day prior 
to the first day of the applicable Interest Period) and the applicable 
Interest Period if the Conversion or Continuation is being made with 
reference to a LIBOR Loan and shall confirm the same in writing to Borrowers 
and Lenders.  Each Conversion or Continuation shall be on a Banking Business 
Day.  No LIBOR Loan shall be converted to a Base Rate Loan or renewed on any 
day other than the last day of the current Interest Period relating to such 
amounts outstanding unless Borrowers pay any applicable Breakage Charges.  
All Borrowings advanced at the request of Agent Bank under Sections 2.08 or 
2.09 of the Credit Agreement 

                                      -76-
<PAGE>

shall bear interest with reference to the Base Rate plus the Applicable 
Margin, subject to Borrowers' right to Convert such Borrowing to a LIBOR Loan 
or LIBOR Loans as provided herein.  If Borrowers fail to give a 
Continuation/Conversion Notice for the continuation of a LIBOR Loan as a 
LIBOR Loan for a new Interest Period in accordance with this Section 2.05(c), 
such LIBOR Loan shall automatically become a Base Rate Loan at the end of its 
then current Interest Period.

                 d.      Each interest period (each individually an "Interest 
Period" and collectively the "Interest Periods") for a LIBOR Loan shall 
commence on the date such LIBOR Loan is made or the date of Conversion or 
Continuation of any amount or amounts of the outstanding Borrowings hereunder 
as a LIBOR Loan, as the case may be, and shall end on the date which is one 
(1), two (2), three (3) or six (6) months thereafter.  However, no Interest 
Period may extend beyond the Maturity Date.  Each Interest Period for a LIBOR 
Loan shall commence and end on a Banking Business Day.  If any Interest 
Period commences on a date for which there is no corresponding date in the 
month in which it is scheduled to end, such Interest Period shall end on the 
last Banking Business Day of such month. If any Interest Period would 
otherwise expire on a day which is not a Banking Business Day, the Interest 
Period shall be extended to expire on the next succeeding Banking Business 
Day, unless the result of such extension would be to carry such Interest 
Period into another calendar month, in which event such Interest Period shall 
end on the immediately preceding Banking Business Day.

                 e.      The applicable LIBO Rate and Base Rate shall be 
determined by the Agent Bank, and notice thereof shall be given promptly to 
Borrowers and Lenders.  Each determination of the applicable Base Rate and 
LIBO Rate shall be conclusive and binding upon the Borrowers, in the absence 
of manifest or demonstrable error.  The Agent Bank shall, upon written 
request of Borrowers or any Lender, deliver to Borrowers or such Lender, as 
the case may be, a statement showing the computations used by the Agent Bank 
in determining any rate hereunder.

                 f.      Computation of interest on LIBOR Loans shall be 
calculated on the basis of a year of three hundred sixty (360) days and the 
actual number of days elapsed.  Computation of interest on Base Rate Loans 
shall be calculated on the basis of a year of three hundred sixty-five (365) 
or three hundred sixty-six (366) days, as the case may be, and the actual 
number of days elapsed.  The applicable Base Rate 

                                      -77-
<PAGE>

shall be effective the same day as a change in the Base Rate is announced by 
WFB as being effective.

                 g.      If with respect to any Interest Period, (a) the 
Agent Bank reasonably determines (which determination shall be binding and 
conclusive on Borrowers) that by reason of circumstances affecting the 
inter-bank eurodollar market adequate and reasonable means do not exist for 
ascertaining the applicable LIBO Rate, or (b) Requisite Lenders advise Agent 
Bank that the LIBO Rate as determined by Agent Bank will not adequately and 
fairly reflect the cost to such Lenders of maintaining or funding, for such 
Interest Period, a LIBOR Loan under the Credit Facility, then so long as such 
circumstances shall continue:  (i) Agent Bank shall promptly notify Borrowers 
thereof, (ii) the Agent Bank shall not be under any obligation to make a 
LIBOR Loan or Convert a Base Rate Loan into a LIBOR Loan for which such 
circumstances exist, and (iii) on the last day of the then current Interest 
Period, the LIBOR Loan for which such circumstances exist shall, unless then 
repaid in full, automatically Convert to a Base Rate Loan.

                 h.      Notwithstanding any other provisions of the Credit 
Agreement, if, after the Closing Date, any law, rule, regulation, treaty, 
interpretation or directive (whether having the force of law or not) or any 
change therein shall make it unlawful for any Lender to make or maintain 
LIBOR Loans, (i) the commitment and agreement to maintain LIBOR Loans as to 
such Lender shall immediately be suspended, and (ii) unless required to be 
terminated earlier, LIBOR Loans as to such Lender, if any, shall be Converted 
on the last day of the then current Interest Period applicable thereto to 
Base Rate Loans. If it shall become lawful for such Lender to again maintain 
LIBOR Loans, then Borrowers may once again as to such Lender request 
Conversions to the LIBO Rate or LIBOR Loans.  During any period of such 
suspension, such Lender shall make Base Rate Loans.

                 i.      The Borrowers agree that upon written notice by: (y) 
Agent Bank or (z) any Lender to the Borrowers (with a copy of such notice 
concurrently delivered to Agent Bank) to the effect that a promissory note or 
other evidence of indebtedness is required for such Lender by a Governmental 
Authority, banking regulatory agency or regulatory audit in order for such 
Lender to evidence (whether for the purposes of pledge, enforcement or 
otherwise) the Borrowings owing to, or to be made by, such Lender:

                                      -78-
<PAGE>

                         (i)   The Borrowers shall promptly execute and deliver
          to each Lender a promissory note payable to the order of each such
          Lender (each individually a "Replacement Note" and collectively the
          "Replacement Notes") in the form of the Revolving Credit Note in the
          amount of each Lender's respective Syndication Interest in the Credit
          Facility subject to Scheduled Reductions to be allocated amongst
          Lenders in accordance with their respective Syndication Interests;

                         (ii)  The Replacement Notes shall, in the aggregate,
          fully replace the Revolving Credit Note and each reference to the
          Revolving Credit Note in this Credit Agreement and each of the Loan
          Documents shall be deemed to be a collective reference to the
          Replacement Notes;

                         (iii) Borrowings, Interest Rate Options,
          Continuation/Conversion Notices and all other provisions for the
          disbursement of funds, setting of interest rates and collection of
          repayments of interest and principal shall continue to be made by
          Agent Bank as the administrative and collateral agent for the Lenders
          in the same manner and to the same extent as provided in the Revolving
          Credit Note and this Credit Agreement as fully applicable to each of
          the Replacement Notes;

                         (iv)  the Agent Bank, upon the consent of Requisite
          Lenders, shall cause the Title Insurance Company to issue, at the
          expense of Borrowers, such endorsements to the Title Insurance
          Policies as may be reasonably necessary to assure the aggregate
          obligation evidenced by the Replacement Notes is secured by the Deed
          of Trust with the same coverage and priority as the obligation
          evidenced by the Revolving Credit Note; and

                         (v)   Concurrently with the delivery of the Replacement
          Notes, Agent Bank shall return the original Revolving Credit Note to
          Borrower marked as superseded and replaced by the Replacement Notes.

          Section 2.06.  SECURITY FOR THE CREDIT FACILITY.  As security for 
the due and punctual payment and performance of the terms and provisions of 
this Credit Agreement, the 

                                      -79-
<PAGE>

Notes and all of the other Loan Documents, the Security Documentation shall 
be executed on or before the Closing Date by the respective parties to each 
of the Security Documentation and recorded and/or filed in each applicable 
jurisdiction as required by the Closing Instructions.

          Section 2.07.  PLACE AND MANNER OF PAYMENT.

                 a.      All amounts payable by Borrowers to the Lenders 
shall be made to Agent Bank on behalf of Lenders pursuant to the terms of 
this Credit Agreement and the Notes and shall be made on a Banking Business 
Day in lawful money of the United States of America and in immediately 
available funds.  Other than in connection with: (i) the Scheduled Reductions 
of principal, or (ii) principal payments which may be required to decrease 
the Aggregate Outstandings to an amount equal to or less than the Maximum 
Permitted Balance, Borrowers shall not make repayments ("Principal 
Prepayments") of the outstanding balance of principal owing under the 
Revolving Credit Note more frequently than five (5) such Principal 
Prepayments during each calendar month.  Each such Principal Prepayment of a 
Base Rate Loan shall be in a minimum amount of One Million Dollars 
($1,000,000.00) (or, if less, the outstanding principal amount of Base Rate 
Loans) and in increments of One Hundred Thousand Dollars ($100,000.00) in 
excess thereof.  Each such Principal Prepayment of a LIBOR Loan shall be in a 
minimum amount of Five Million Dollars ($5,000,000.00) (or, if less, the 
outstanding principal amount of such LIBOR Loan) and in increments of One 
Million Dollars ($1,000,000.00) in excess thereof.

                 b.      All such amounts payable by Borrowers shall be made 
to Agent Bank at its office located at Wells Fargo Bank, Syndications 
Division, 201 Third Street, Eighth Floor, San Francisco, California 94103, or 
at such other address as may be directed in writing by Agent Bank from time 
to time.  If such payment is received by Agent Bank prior to 11:00 a.m., 
Agent Bank shall credit Borrowers with such payment on the day so received 
and shall disburse to the appropriate Lenders on the same day the Pro Rata 
Share of payments relating to the Credit Facility, in immediately available 
funds.  If such payment is received by Agent Bank after 11:00 a.m., Agent 
Bank shall credit Borrowers with such payment as of the next Banking Business 
Day and disburse to the appropriate Lenders on the next Banking Business Day 
such Pro Rata Share of such payment relating to the Credit Facility, in 
immediately available funds.  Any payment on the Credit Facility made by 
Borrowers to Agent Bank pursuant to 

                                      -80-
<PAGE>

the terms of this Credit Agreement or the Revolving Credit Note for the 
account of Lenders shall constitute payment to the appropriate Lenders.  If 
the Revolving Credit Note or any payment required to be made thereon or 
hereunder, is or becomes due and payable on a day other than a Banking 
Business Day, the due date thereof shall be extended to the next succeeding 
Banking Business Day and interest thereon shall be payable at the then 
applicable rate during such extension.

                 c.      Subject to Section 2.07(a), the outstanding 
principal owing under the Credit Facility and the Revolving Credit Note may 
be prepaid at any time in whole or in part without penalty; provided, 
however, that any portion or portions of the unpaid principal balance which 
is accruing interest at a LIBO Rate may only be prepaid or repaid on the last 
day of the applicable Interest Period unless Borrowers give three (3) days 
prior written notice to Agent Bank and additionally pay concurrently (or if 
notice of the amount of such Breakage Charges has not been given as of such 
prepayment, promptly following reasonable demand therefor) with such 
prepayment such additional amount or amounts as will compensate Lenders for 
any losses, costs or expenses which they may incur as a result of such 
payment, including, without limitation, any loss (including loss of 
anticipated profits), cost or expense incurred by the liquidation or 
reemployment of deposits or other funds acquired by such Lender to fund or 
maintain such LIBOR Loan ("Breakage Charges").  A certificate of a Lender as 
to amounts payable hereunder shall be conclusive and binding on Borrowers for 
all purposes, absent manifest or demonstrable error.  Any calculation 
hereunder shall be made on the assumption that each Lender has funded or will 
fund each LIBOR Loan in the London interbank market; PROVIDED that no Lender 
shall have any obligation to actually fund any LIBOR Loan in such manner.

                  d.      Unless the Agent Bank receives notice from an
Authorized Officer prior to the date on which any payment is due to the Lenders
that the Borrowers will not make such payment in full as and when required, the
Agent Bank may assume that the Borrowers have made such payment in full to the
Agent Bank on such date in immediately available funds and the Agent Bank may
(but shall not be so required), in reliance upon such assumption, distribute to
each Lender on such due date an amount equal to the amount then due such Lender.
If and to the extent the Borrowers have not made such payment in full to the
Agent Bank, each Lender shall repay to the Agent Bank on demand such amount
distributed to such Lender, together with interest thereon at the Federal Funds
Rate for 

                                      -81-
<PAGE>

each day from the date such amount is distributed to such Lender until the 
date repaid.

                 e.      If, other than as expressly provided elsewhere 
herein, any Lender shall obtain any payment with respect to the Bank 
Facilities (whether voluntary, involuntary, through the exercise of any right 
of set-off, or otherwise) in excess of its Syndication Interest, such Lender 
shall immediately (i) notify the Agent Bank of such fact, and (ii) purchase 
from the other Lenders such participations in the Credit Facility as shall be 
necessary to cause such purchasing Lender to share the excess payment with 
each of them in proportion to their respective Syndication Interests; 
PROVIDED, however, that if all or any portion of such excess payment is 
thereafter recovered from the purchasing Lender, such purchase shall to that 
extent be rescinded and each other Lender shall repay to the purchasing 
Lender the purchase price paid therefor, together with an amount equal to 
such paying Lender's ratable share (according to the proportion of (x) the 
amount of such paying Lender's required repayment to (y) the total amount so 
recovered from the purchasing Lender) of any interest or other amount paid or 
payable by the purchasing Lender in respect of the total amount so recovered. 
The Borrowers agree that any Lender so purchasing a participation from 
another Lender may, to the fullest extent permitted by law, exercise all its 
rights of payment with respect to such participation as fully as if such 
Lender were the direct creditor of the Borrowers in the amount of such 
participation.  The Agent Bank will keep records (which shall be conclusive 
and binding in the absence of manifest error) of each participation purchased 
under this section and will in each case notify the Lenders following any 
such purchases or repayments.

          Section 2.08.  THE SWINGLINE FACILITY.

                 a.      Subject to the conditions and upon the terms 
hereinafter set forth and in accordance with the terms and provisions of the 
Swingline Note, Exhibit B affixed hereto, on and after the Closing Date, 
Swingline Lender agrees to lend and advance Swingline Advances to Borrowers 
in the amounts and at the times provided below.  Notwithstanding anything 
herein contained to the contrary, however, Borrower shall not be entitled to 
any Swingline Advances on and after the date which is ten (10) calendar days 
prior to the Maturity Date.

                                      -82-
<PAGE>

                 b.      With respect to each proposed Swingline Advance, an 
Authorized Officer shall give Swingline Lender written notice in the form of 
the Notice of Swingline Advance ("Notice of Swingline Advance"), a copy of 
which is marked "Exhibit E", affixed hereto and by this reference 
incorporated herein and made a part hereof, to be received by Swingline 
Lender no later than 12:00 noon on the date for each proposed Swingline 
Advance specifying the requested amount to be funded or oral notice to be 
received by Swingline Lender no later than 12:00 noon on such date, to be 
followed by a duly completed and executed Notice of Swingline Advance no 
later than 3:00 p.m. on the same date.  Swingline Lender shall, on the date 
for each proposed Swingline Advance, deposit into the Designated Deposit 
Account in lawful money of the United States of America in immediately 
available funds such amounts as Borrowers may request; provided, that: (i) 
after giving effect to such Swingline Advance, the Swingline Outstandings 
shall not exceed Five Million Dollars ($5,000,000.00), (ii) the amount 
requested does not exceed the Available Borrowings, (iii) no Default or Event 
of Default has occurred and is continuing, and (iv) the conditions precedent 
set forth in Sections 3.29 and 3.30 shall have been satisfied.  Within the 
foregoing limitations, Borrowers may borrow, repay and reborrow under the 
Swingline Facility.  Each Swingline Advance shall be in an integral multiple 
of One Hundred Thousand Dollars ($100,000.00).  Promptly after receipt of 
each request for a Swingline Advance, Swingline Lender shall obtain 
telephonic verification from Agent Bank that, giving effect to such request, 
the amount of such request does not exceed the then Available Borrowings 
(such verification to be promptly confirmed in writing).  Unless notified to 
the contrary by the Swingline Lender, each repayment of a Swingline Advance 
shall be in an amount which is an integral multiple of One Hundred Thousand 
Dollars ($100,000.00), together with the accrued interest thereon.  The 
Swingline Lender shall promptly notify the Agent Bank of the Swingline 
Outstandings each time there is a change therein.

                 c.      Each Swingline Advance shall bear interest at the Base
Rate plus the Applicable Margin and shall be payable at the times and in the
manner set forth below and, in any event, on or before ten (10) days prior to
the Maturity Date.  Unless otherwise paid, interest accrued on the unpaid
balance of Swingline Outstandings shall be paid monthly in arrears on or before
the fifth (5th) day following receipt by Borrowers of an invoice from Swingline
Lender setting forth the amount of such accrued interest.  In the event any
Swingline Advance is outstanding for thirty (30) consecutive 

                                      -83-
<PAGE>

Banking Business Days or as of the tenth (10th) day prior to the Maturity 
Date, then on the next Banking Business Day (unless Borrowers have made other 
arrangements acceptable to the Swingline Lender to pay the Swingline 
Outstanding in full or to continue such Swingline Outstanding), Borrowers 
shall request a Borrowing under the Credit Facility in an amount sufficient 
to pay the applicable Swingline Advance in full, together with all interest 
accrued thereon.  Upon receipt of the amount of the Borrowing from the 
Lenders, the Agent Bank shall provide such amount to the Swingline Lender for 
repayment of the applicable Swingline Advance and the balance of the 
Borrowing, if any, shall be deposited in immediately available funds to the 
Designated Deposit Account.  In the event Borrowers fail to request a 
Borrowing within the period specified above, Agent Bank shall, without notice 
to the Borrowers and without regard to any other conditions precedent for the 
making of Borrowings under the Credit Facility, including, without limitation 
the remedies set forth in Section 7.02, promptly (but subject to the notice 
periods for Borrowings set forth in Section 2.03) cause a Borrowing to be 
made and funded by the Lenders under the Credit Facility in the amount 
necessary to pay the applicable Swingline Advance in full, together with all 
interest accrued thereon, to the extent of Available Borrowings, and the 
Borrowers shall be deemed to have requested such Borrowing and consented to 
its being made as provided for herein.

                 d.      Each Lender's obligation to advance Borrowings in 
the proportionate amount of its Syndication Interest in the Credit Facility 
of any unreimbursed Swingline Outstandings pursuant hereto is several, and 
not joint or joint and several.  The failure of any Lender to perform its 
obligation to advance a Borrowing in a proportionate amount of such Lender's 
Syndication Interest of any unreimbursed Swingline Outstandings shall neither 
relieve any other Lender of its obligation hereunder to advance such 
Borrowing in the amount of such other Lender's proportionate Syndication 
Interest of such amount, nor relieve the Lender which has failed to fund of 
its obligations to Borrowers hereunder.  The Borrowers agree to accept the 
Borrowings for payment of Swingline Outstandings as provided hereinabove, 
whether or not such Borrowings could have been made pursuant to the terms of 
Article III B or any other section of this Credit Agreement.

                                      -84-
<PAGE>

          Section 2.09.  ISSUANCE OF LETTERS OF CREDIT.

                 a.      Any Authorized Officer of Borrowers may from time to 
time following the Closing Date request that a Letter of Credit be issued by 
delivering to L/C Issuer (with a facsimile copy to the Agent Bank) on a 
Banking Business Day, at least three (3) Banking Business Days prior to the 
date of such proposed issuance, an L/C Agreement in L/C Issuer's then 
standard form (consistent with the terms of the Credit Agreement), completed 
to the satisfaction of L/C Issuer and such other certificates as the L/C 
Issuer may reasonably request; provided, however, that no Letter of Credit 
shall be issued (a) if any Default or Event of Default has occurred and 
remains continuing, or (b) if after giving effect to the issuance thereof, 
the aggregate Stated Amount of outstanding Letters of Credit would exceed 
Five Million Dollars ($5,000,000.00), or (c) the Stated Amount of the 
requested Letter of Credit exceeds the Maximum Availability.  Each Letter of 
Credit shall be issued by the L/C Issuer on the Banking Business Day 
specified in the Borrowers' application therefor.  Each request for a Letter 
of Credit and each Letter of Credit shall be subject to the Uniform Customs 
and Practice for Documentary Credits, International Chamber of Commerce 
Publication New 1994 Revision No. 500, or any successor publication then in 
effect.  Each Letter of Credit will be issued for a term not greater than one 
(1) year (and may include any provision for automatic renewal, subject to the 
payment of any applicable L/C Fee for such renewal period); provided, 
however, in no event shall any Letter of Credit have a Stated Expiry Date 
later than thirty (30) days prior to the Maturity Date. Promptly after 
receipt of each request for the issuance of a Letter of Credit and 
immediately prior to the issuance thereof, L/C Issuer shall obtain telephonic 
verification from Agent Bank that the amount of such request does not exceed 
the then Available Borrowings.  The L/C Issuer shall promptly notify the 
Agent Bank of the aggregate L/C Exposure of outstanding Letters of Credit 
each time there is a change therein.

                 b.      Upon presentation of a draft drawn under any Letter 
of Credit, L/C Issuer shall promptly notify the Agent Bank and Borrowers of 
the amount under such draft and the date upon which such draft is to be 
funded.  On or before two (2) Banking Business Days following such notice 
(unless Borrowers have made other arrangements acceptable to the L/C Issuer 
to pay the amount of such draft in full), Borrowers shall request a Borrowing 
under the Credit Facility in an amount sufficient to pay the amount of such 
draft in full.  

                                      -85-
<PAGE>

The Agent Bank, upon receipt of such funds from the Lenders, shall 
automatically provide such amount to the L/C Issuer for payment of the amount 
of such draft and the balance of the Borrowing shall be deposited in 
immediately available funds to the Designated Deposit Account.  In the event 
Borrowers fail to advance to L/C Issuer the amount of such draft from 
Borrowers' available funds or request a Borrowing within two (2) Banking 
Business Days from receipt of the notice as specified above, on the third 
(3rd) Banking Business Day following Agent Bank's receipt of such notice, 
Agent Bank shall, without notice to or consent of the Borrowers and without 
regard to any other conditions precedent for the making of Borrowings under 
the Credit Facility, including, without limitation the remedies set forth in 
Section 7.02, cause (subject to the notice periods for Borrowings set forth 
in Section 2.03) a Borrowing to be made and funded by the Lenders under the 
Credit Facility in the amount necessary to pay the amount of such draft in 
full.  Upon the occurrence and continuance of any Event of Default, L/C 
Issuer shall, without prior notice or further authorization or consent of 
Borrowers whatsoever, be authorized to immediately cause the Cash Collateral 
Account to be established and funded by Lenders with a Borrowing advanced to 
Agent Bank equal to the aggregate amount of the L/C Exposure then 
outstanding.  All amounts held by L/C Issuer in the Cash Collateral Account 
shall be held as security for the repayment of any L/C Reimbursement 
Obligation thereafter arising pursuant to the terms of the L/C Agreement(s) 
and the Cash Collateral Pledge Agreement.  Borrowings advanced by Lenders to 
pay drafts drawn upon or to secure repayment of the L/C Exposure under 
Letters of Credit pursuant to this subsection shall: (i) constitute 
Borrowings under the Credit Facility, (ii) initially be Base Rate Loans and 
(iii) be subject to all of the provisions of this Credit Agreement concerning 
Borrowings under the Credit Facility, except that such Borrowings shall be 
made upon demand of the Agent Bank as set forth above rather than upon Notice 
of Borrowing by Borrowers and shall be made, notwithstanding anything in this 
Credit Agreement to the contrary, without regard to any other conditions 
precedent to the making of Borrowings under the Credit Facility and 
notwithstanding any Default or Event of Default thereunder.  All amounts paid 
by L/C Issuer on a draft drawn under any Letter of Credit which has not been 
funded or concurrently reimbursed by Borrowers or through a Borrowing as 
provided hereinabove, shall bear interest at the Base Rate plus the 
Applicable Margin per annum until repaid or reimbursed to L/C Issuer.

                                      -86-
<PAGE>

                 c.      Each Lender's obligation to advance Borrowings in 
the proportionate amount of its Syndication Interest in the Credit Facility 
of any unreimbursed amounts outstanding under any Letter of Credit pursuant 
hereto is several, and not joint or joint and several.  The failure of any 
Lender to perform its obligation to advance a Borrowing in a proportionate 
amount of such Lender's Syndication Interest of any unreimbursed amounts 
outstanding under a Letter of Credit will not relieve any other Lender of its 
obligation hereunder to advance such Borrowing in the amount of such other 
Lender's proportionate Syndication Interest of such amount, nor relieve the 
Lender which has failed to fund of its obligations to Borrowers hereunder.  
The Borrowers agree to accept the Borrowings for payment of Letters of Credit 
as provided hereinabove, whether or not such Borrowings could have been made 
pursuant to the terms of Article III B or any other section of this Credit 
Agreement.

                 d.      Letters of Credit shall be used and issued for the 
benefit of Borrowers for the general corporate purposes of Borrowers, or any 
of them, relating to the Hotel/Casino Facilities or any New Venture.

                 e.      On the Closing Date, each Letter of Credit issued 
and outstanding under the Existing Harveys Credit Agreement in accordance 
with its terms shall be deemed for all purposes to be issued and outstanding 
hereunder, and each Lender shall be deemed to have a risk participation 
therein pursuant to the terms of this Section 2.09.  Each such issued and 
outstanding Letter of Credit is detailed on the Schedule of Outstanding 
Letters of Credit attached hereto as Schedule 2.09(e).

          Section 2.10.  FEES.

                 a.      On the Merger Effective Date, Borrowers shall pay to 
Agent Bank for Pro Rata distributions to the Lenders a non-refundable fee 
(the "Pre-Merger Commitment Fees") in the amount of three-eights of one 
percent (0.375%) per annum of each respective Lender's Pro Rata Share of the 
Aggregate Commitment, calculated as of the Merger Effective Date on the basis 
of a three hundred sixty (360) day year for the number of actual days elapsed 
during the period commencing on August 31, 1998 and ending on the Merger 
Effective Date.

                 b.      On the Merger Effective Date and on each other 
applicable date, Borrowers shall pay the fees as required in the Fee Side 
Letter, the obligation for which 

                                      -87-
<PAGE>

shall be and is hereby assumed by Borrowers, each of such fees to be retained 
by Agent Bank or distributed to Lenders as agreed between Agent Bank and each 
Lender.

                 c.      Borrowers shall pay a quarterly nonusage fee (the 
"Commitment Fee") to the Agent Bank for the account of Lenders based on the 
Leverage Ratio, calculated as of each Fiscal Quarter end following the 
Closing Date with reference to the Borrower Consolidation, to determine the 
applicable Commitment Percentage determined as set forth in Table Two of the 
definition of Applicable Margin.  As of the Closing Date, the Commitment 
Percentage shall be one-half of one percent (0.50%).

The Commitment Fee shall commence to accrue on the Merger Effective Date and 
shall be calculated as the product of (i) the applicable Commitment 
Percentage multiplied by (ii) the daily average of the Maximum Permitted 
Balance less the daily average of the Funded Outstandings computed on the 
basis of a three hundred sixty (360) day year based on the number of actual 
days elapsed.  Each Commitment Fee shall be payable in arrears on a quarterly 
basis on or before the first (1st) day of the third (3rd) month following 
each applicable Fiscal Quarter end and upon Bank Facility Termination.  Each 
Commitment Fee shall be promptly distributed by Agent Bank to Lenders in 
proportion to their respective Syndication Interests in the Credit Facility.

                 d.      Concurrently with the issuance of each Letter of 
Credit (other than the Letters of Credit set forth in Schedule 2.09(e)), 
Borrowers shall pay a letter of credit issuance fee to the L/C Issuer ("L/C 
Fee") in an amount equal to the Stated Amount of each such Letter of Credit 
multiplied by one and one-half percent (1.5%), calculated on a per annum 
basis for the number of days elapsing from the issuance date to the Stated 
Expiry Date of each such Letter of Credit.  From each L/C Fee, one-half of 
one percent (.50%) of the Stated Amount of each such Letter of Credit, 
calculated on a per annum basis as provided hereinabove, shall be retained by 
L/C Issuer for its own account and the balance of each L/C Fee shall be 
promptly distributed by Agent Bank to Lenders in proportion to their 
respective Syndication Interests in the Credit Facility.  All L/C Fees paid 
by Borrowers are nonrefundable and shall be deemed fully earned upon issuance 
of the applicable Letter of Credit.

                                      -88-
<PAGE>

          Section 2.11.  INTEREST ON OVERDUE AMOUNTS AND DEFAULT RATE.

                 a.      If any payment due under the Revolving Credit Note 
is not paid within one (1) Banking Business Day after receipt by Borrowers of 
written notice of such nonpayment from Agent Bank, Borrowers promise to pay a 
late charge in the amount of three percent (3%) of the amount of such 
delinquent payment and Agent Bank need not accept any late payment made 
unless it is accompanied by such three percent (3%) late payment charge.  Any 
late charge shall be paid to Lenders in proportion to their respective 
Syndication Interests.

                 b.      In the event of the existence of an Event of 
Default, commencing on the first (1st) Banking Business Day following the 
receipt by Borrowers of written notice of the occurrence of such Event of 
Default from Agent Bank, the total of the unpaid balance of the principal and 
the then accrued and unpaid interest owing under the Notes shall collectively 
commence accruing interest at a rate equal to two percent (2.0%) over the 
Base Rate (the "Default Rate") until such time as all payments and additional 
interest are paid, together with the curing of any Events of Default which 
may exist, at which time the interest rate shall revert to that rate of 
interest otherwise accruing pursuant to the terms of the Notes.

                 c.      In the event of the occurrence and continuance of an 
Event of Default, Borrowers agree to pay all reasonable costs of collection, 
including a reasonable attorneys' fee and costs, at the time of the payment 
of such sum of money to the Agent Bank and/or the performance of such acts as 
may be required to cure such Event of Default.  In the event legal action is 
commenced for the collection of any sums owing hereunder or under the terms 
of the Revolving Credit Note the Borrowers agree that any judgment issued as 
a consequence of such action against Borrowers and/or any Subsidiary 
Guarantor shall bear interest at a rate equal to the Default Rate until fully 
paid.

          Section 2.12.  NET PAYMENTS.  All payments under this Credit 
Agreement, the Revolving Credit Note, the Swingline Note and/or a L/C 
Reimbursement Obligation shall be made without set-off, counterclaim, 
recoupment or defense of any kind and in such amounts as may be necessary in 
order that all such payments, after deduction or withholding for or on 
account of any future taxes, levies, imposts, duties or other 

                                      -89-
<PAGE>

charges of whatsoever nature imposed by the United States or any Governmental 
Authority, other than franchise taxes or any tax on or measured by the gross 
receipts or overall net income of any Lender pursuant to the income tax laws 
of the United States or any State, or the jurisdiction where each Lender's 
principal office is located (collectively "Taxes"), shall not be less than 
the amounts otherwise specified to be paid under this Credit Agreement and 
the Revolving Credit Note.  Each Lender that is a foreign Person (i.e., a 
Person other than a United States Person for Federal income tax purposes) 
shall deliver to Borrowers through Agent Bank, no later than the Closing Date 
(or if such Lender becomes a party to this Credit Agreement after the Closing 
Date, the date upon which a Lender becomes a party hereto), a complete and 
correct signed original Internal Revenue Service ("IRS") Form 4224 (or any 
successor thereto) or IRS Form 1001 (or any successor thereto) indicating 
that such Lender is on the date of delivery thereof entitled to receive all 
payments under this Credit Agreement free from withholding of United States 
Federal income tax and shall deliver updated or corrected Forms 4224 or 1001 
to Borrowers to the extent and in the manner required under the United States 
tax law.  Borrower shall not be required to pay any additional amounts under 
this Section 2.12 as a result of (i) a Lender's failure to comply with the 
requirements under this Section 2.12 or (ii) a Lender's failure to qualify 
for a full reduction or exemption from deduction or withholding of United 
States Federal income tax in respect of payments by Borrowers hereunder for 
any reason other than a change in the United States tax law, any applicable 
tax treaty or the official interpretation thereof, in each case, after the 
delivery of Form 4224 or 1001, as the case may be.

A certificate as to any additional amounts payable to the Lenders under this 
Section 2.12 submitted to the Borrowers by the Lenders shall certify that 
such payments were actually incurred by the applicable Lenders and shall show 
in reasonable detail an accounting of the amount payable and the calculations 
used to determine in good faith such amount and shall be conclusive absent 
manifest or demonstrable error.  Any amounts payable by the Borrowers under 
this Section 2.12 with respect to past payments shall be due within ten (10) 
days following receipt by the Borrowers of such certificate from the Lenders; 
any such amounts payable with respect to future payments shall be due within 
ten (10) days after demand with such future payments.  With respect to each 
deduction or withholding for or on account of any Taxes, the Borrowers shall 
promptly furnish to the Lenders such certificates, receipts and other 
documents as may be required (in the 

                                      -90-
<PAGE>

reasonable judgment of the Lenders) to establish any tax credit to which the 
Lenders may be entitled.

          Section 2.13.  INCREASED COSTS.  If after the Closing Date hereof 
the adoption of, or any change in, any applicable law, rule or regulation 
(including without limitation Regulation D of the Board of Governors of the 
Federal Reserve System and any successor thereto), or any change in the 
interpretation or administration thereof by any Governmental Authority, 
central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by any Lender with any future request 
or future directive (whether or not having the force of law) of any such 
Governmental Authority, central bank or comparable agency:

                 a.      Shall subject any Lender to any duty or other charge 
(except with respect to any taxes imposed by the United States or any foreign 
country (including any political subdivisions or agencies thereof)) with 
respect to the Credit Facility, the Revolving Credit Note, the Swingline Note 
and/or a L/C Reimbursement Obligation or such Lender's obligation to make any 
funding of the Credit Facility; or

                 b.      With respect to the Bank Facilities or the 
obligation of the Lenders to advance Borrowings under the Credit Facility, or 
to issue or participate in Letters of Credit under the L/C Facility, shall 
impose, modify or deem applicable any reserve imposed by the Board of 
Governors of the Federal Reserve System, special deposit, capitalization, 
capital adequacy or similar requirement against assets of, deposits with or 
for the account of, or credit extended by, any Lender;

and the result of any of the foregoing, as set forth in subsections (a) or 
(b) above is to increase the cost to (or in the case of Regulation D or 
reserve requirements referred to above or a successor thereto, to impose a 
cost on) such Lender of making or maintaining the Credit Facility, or to 
reduce the amount of any sum or rate of return received or receivable by such 
Lender under the Revolving Credit Note, then within ten (10) days after 
demand by such Lender (which demand shall be accompanied by a certificate 
setting forth the basis of such demand), the Borrowers shall pay directly to 
such Lender such additional amount or amounts as will compensate such Lender 
for such increased cost (or in the case of Regulation D or reserve 
requirements referred to above or a successor thereto, such costs which may 
be imposed upon such Lender) or such reduction of any sum or rate of return 
received or 

                                      -91-
<PAGE>

receivable under the Revolving Credit Note.  A certificate as to any 
additional amounts payable to any Lender under this Section 2.13 submitted to 
the Borrowers by such Lender shall certify that such amounts were actually 
incurred by such Lender and shall show in reasonable detail an accounting of 
the amount payable and the calculations used to determine in good faith such 
amount and shall be conclusive absent manifest or demonstrable error.  Each 
Lender agrees to use its reasonable efforts not materially disadvantageous to 
it (in its reasonable determination) to minimize such increased or imposed 
costs or such reduction.

          Section 2.14.  MITIGATION; EXCULPATION; REPLACEMENT LENDER.

                 a.      Each Lender agrees that it will promptly notify the 
Borrowers in writing upon its becoming aware that any payments are to become 
due to it under this Credit Agreement pursuant to Section 2.12 or 2.13.  Each 
Lender further agrees that it will use reasonable efforts not materially 
disadvantageous to it (in its reasonable determination) in order to avoid or 
minimize, as the case may be, the payment by the Borrowers of any additional 
amounts pursuant to Section 2.12 or 2.13.  Each Lender represents, to the 
best of its knowledge, to the Borrowers that as of the Closing Date no such 
amounts are payable to it.

                 b.      Borrowers shall not be liable to any Lender for any 
payments under Section 2.12 or 2.13 arising to the extent of such Lender's 
gross negligence or wilful misconduct or breach of any laws (other than as a 
result of Borrowers' or Subsidiary Guarantor's breach), or for amounts which 
were incurred more than ninety (90) days prior to the date Borrowers are 
notified of the incurrence of such amount.  Each Bank shall be entitled to be 
compensated for amounts pursuant to Section 2.12 and 2.13 only to the extent 
such Bank makes the same demands for compensation from all of its other 
customers facing the same or similar circumstances.

                 c.      In the event that (x) any Lender becomes a 
Defaulting Lender or otherwise defaults in its obligations to make loans or 
fund Borrowings, including but not limited to, Borrowings to be made pursuant 
to Section 2.05, 2.08 and 2.09 or (y) any Lender makes demand for 
compensation pursuant to Section 2.12 or Section 2.13, the Borrower shall 
have the right to request a replacement Lender for such Lender and (a) Agent 
Bank shall use its best efforts to find such a replacement Lender which shall 
acquire all of such Lender's 

                                      -92-
<PAGE>

Syndication Interest pursuant to Section 10.01, (b) Borrowers shall have the 
right to make a Voluntary Reduction in the amount necessary to reduce the 
Aggregate Commitment by the amount of the Syndication Interest held by such 
Lender (without any penalties, including any Breakage Charges) until a 
replacement Lender, if any, commits to acquire the Syndication Interest of 
such Lender, at which time the Aggregate Commitment shall be increased by the 
amount of such Voluntary Reduction (any payments required in connection with 
such Voluntary Reduction shall be made to such Lender and not on a pro rata 
basis to all Lenders), and (c) upon full payment of all outstanding amounts 
of principal and interest owing it, such Defaulting Lender shall execute such 
documents as may be required by Agent Bank or Borrowers to evidence the 
termination of its Syndication Interest in the Credit Facility.

                                     ARTICLE III

                 REQUIREMENTS FOR THE OCCURRENCE OF THE CLOSING DATE
                                  AND ALL BORROWINGS

          A.  CLOSING AND FUNDING CONDITIONS.  The obligation of each of the 
Banks to fund the Initial Disbursement hereunder is subject to the following 
requirements having been received by Agent Bank, in each case in form and 
substance reasonably satisfactory to Agent Bank, or in the case of an 
occurrence, action or event, the occurrence of each of the following on or 
before the respective dates indicated below:

          Section 3.01.  CREDIT AGREEMENT.  On or before the Closing Date, 
executed counterparts of this Credit Agreement in sufficient duplicate 
originals for Borrowers and each of the Banks shall be executed by Borrowers 
and Banks and delivered to Agent Bank.

          Section 3.02.  THE NOTES.

                 a.      On or before the Closing Date, the Revolving Credit 
Note duly executed by the Borrowers in favor of Agent Bank shall be delivered 
to Agent Bank.

                 b.      On or before the Closing Date, the Swingline Note 
duly executed by the Borrowers in favor of Swingline Lender shall be 
delivered to Swingline Lender.

          Section 3.03.  SECURITY DOCUMENTATION.  On or before the Closing 
Date, the Security Documentation described 

                                      -93-
<PAGE>

below, duly executed by each applicable Borrower or other party thereto, 
shall be delivered to Agent Bank:

                 a.      Tahoe Deed of Trust;

                 b.      California Deed of Trust;

                 c.      Tahoe Financing Statements;

                 d.      Assignment of Park Cattle Lease;

                 e.      Assignment of Tahoe Green Belt Lease;

                 f.      Assignment of California Green Belt Lease;

                 g.      Tahoe Assignment of Spaceleases, Contracts, Rents and
Revenues;

                 h.      Tahoe Assignment of Permits, Licenses and Contracts;

                 i.      Cash Collateral Pledge Agreement;

                 j.      Subsidiary Guaranty, if applicable;

                 k.      Trademark Security Agreement;

                 l.      Iowa Mortgage;

                 m.      Iowa Ship Mortgage;

                 n.      Iowa Financing Statements;

                 o.      Iowa Assignment of Spaceleases, Contracts, Rents and
Revenues;

                 p.      Iowa Assignment of Permits, Licenses and Contracts;

                 q.      Assignment of Friendship Sublease;

                 r.      Colorado Deed of Trust;

                 s.      Colorado Financing Statements;

                 t.      Colorado Assignment of Permits, Licenses and Contracts;

                                      -94-
<PAGE>

                 u.      Colorado Assignment of Spaceleases, Contracts, Rents
and Revenues;

                 v.      HCR Stock Pledge and Irrevocable Stock Power of all 
issued and outstanding stock of HCCMC;

                 w.      HCR Stock Pledge and Irrevocable Stock Power of all 
issued and outstanding stock of HIMC;

                 x.      HCR Stock Pledge and Irrevocable Stock Power of all 
issued and outstanding stock of HTMC;

                 y.      HCR Stock Pledge and Irrevocable Stock Power of all 
issued and outstanding stock of HCRSC;

                 z.      HCR Security Agreement; and

                 aa.     HCR Financing Statements.

          Section 3.04.  OTHER LOAN DOCUMENTS.  The following Loan Documents 
duly executed by each applicable Borrower and any other applicable party 
thereto, consisting of the following shall be delivered or caused to be 
delivered to Agent Bank on or before the Closing Date:

                 a.      Environmental Certificate;

                 b.      Park Cattle Lease Estoppel Certificate;

                 c.      Tahoe Green Belt Lease Estoppel Certificate;

                 d.      California Green Belt Lease Estoppel Certificate;

                 e.      Reaffirmation of Hard Rock Subordination Agreement;

                 f.      Reaffirmation of Friendship Master Lease Estoppel 
Certificate;

                 g.      Reaffirmation of Friendship Sublease Estoppel 
Certificate; and

                 h.      Reaffirmation of Westwood Subordination, 
Non-Disturbance and Attornment Agreement.

                                      -95-
<PAGE>

          Section 3.05.  ARTICLES OF INCORPORATION, BYLAWS, CORPORATE 
RESOLUTION, CERTIFICATE OF GOOD STANDING AND CLOSING CERTIFICATE. Agent Bank 
shall have received from each of the Borrowers on or before the Closing Date: 
(i) a Certificate of Good Standing each issued by the Secretary of State of 
the State of Nevada (together with a Certificate of Good Standing as a 
foreign corporation issued by the Colorado Secretary of State with respect to 
HCCMC and the Iowa Secretary of State with respect to HIMC) and together with 
a "Long Form Good Standing Certificate" with respect to HCR issued by the 
Nevada Secretary of State, and each dated within thirty (30) calendar days of 
the Closing Date, (ii) a copy of the respective articles of incorporation and 
by-laws certified as of the Closing Date to be true, correct and complete by 
a duly Authorized Officer of each of the Borrowers, respectively, together 
with a copy of all amendments thereto that will survive the Merger as the 
operative articles of incorporation and bylaws of HCR, as the surviving 
entity, (iii) an original Certificate of Corporate Resolution and Certificate 
of Incumbency executed by the Secretary of each of the Borrowers and attested 
to by its respective President, Vice President, or Treasurer authorizing each 
such Borrower to enter into all documents and agreements to be executed by it 
pursuant to this Credit Agreement and further authorizing and empowering the 
officer or officers who will execute such documents and agreements with the 
authority and power to execute such documents and agreements on behalf of 
each respective corporation, (iv) designation by corporate resolution and an 
original certificate ("Authorized Officer Certificate"), substantially in the 
form of the Authorized Officer Certificate marked "Exhibit H", affixed hereto 
and by this reference incorporated herein and made a part hereof, of the 
officers of Borrowers who are authorized to give Notices of Borrowing, 
Continuation/Conversion Notices, Pricing Certificates, Compliance 
Certificates, Notices of Swingline Advances, request for the issuance of 
Letters of Credit and all other notices, requests, reports, consents, 
certifications and authorizations on behalf of the Borrowers (each 
individually an "Authorized Officer" and collectively the "Authorized 
Officers"), and (v) an original closing certificate ("Closing Certificate"), 
substantially in the form of the Closing Certificate marked "Exhibit I", 
affixed hereto and by this reference incorporated herein and made a part 
hereof, duly executed by each of the Borrowers.

          Section 3.06.  OPINIONS OF COUNSEL.  Opinions of counsel to the 
Borrowers and addressed to the Agent Bank and each of the Banks, together 
with their respective successors 

                                      -96-
<PAGE>

and assigns, substantially in the form of the legal opinions marked "Exhibits 
J-1, J-2 and J-3", affixed hereto and by this reference incorporated herein 
and made a part hereof, dated as of the Closing Date.

          Section 3.07.  TITLE INSURANCE POLICIES.  On or before the Closing 
Date:

                 a.      The Tahoe Title Endorsements to the Existing Tahoe 
Title Insurance Policy (or proforma commitment for the issuance thereof) 
together with such re-insurance requirements as set forth in the Tahoe 
Closing Instructions.

                 b.      The Iowa Title Endorsements to the Existing Iowa 
Title Insurance Policy (or proforma commitment for the issuance thereof) 
together with such re-insurance requirements as set forth in the Iowa Closing 
Instructions.

                 c.      The Colorado Title Endorsements to the Existing 
Colorado Title Insurance Policy (or proforma commitment for the issuance 
thereof) together with such re-insurance requirements as set forth in the 
Colorado Closing Instructions.

          Section 3.08.  SURVEY.  In the event any Title Company requires a 
survey as a condition of issuing the applicable Title Endorsements consistent 
with the applicable Closing Instructions, subject to exceptions approved by 
Agent Bank prior to the Closing Date, a current boundary and location survey 
for each of the applicable Collateral Properties, which must (i) be certified 
to Agent Bank and the applicable Title Insurance Company, (ii) show each of 
the applicable Collateral Properties to be free of material encroachments, 
overlaps, and other survey defects, (iii) show the courses and distances of 
the boundary lines for each of the applicable Collateral Properties, (iv) 
show that all existing or to be constructed improvements are located within 
said boundary lines, and (v) show the location  of all above and below ground 
easements, improvements, appurtenances, utilities, rights-of-way, water 
rights, if any, and ingress and egress, by reference to book and page numbers 
and/or filed map reference, to the extent possible.

          Section 3.09.  PAYMENT OF TAXES.  On or before the Closing Date, 
evidence satisfactory to Agent Bank that all past and current real and 
personal property taxes and assessments which are presently due and payable 
applicable to

                                      -97-
<PAGE>

the Collateral Properties, except those being contested in good faith, have 
been paid in full.

          Section 3.10.  INSURANCE.  On or before the Closing Date, copies of 
the declaration pages of each of the insurance policies certified to be true 
and correct by an Authorized Officer of the Borrowers, together with original 
binders evidencing Borrowers as named insured, and original certificates of 
insurance, loss payable and mortgagee endorsements naming Agent Bank as 
mortgagee, loss payee and additional insured, as required by the applicable 
insurance provisions set forth in Section 5.09 of this Credit Agreement.

          Section 3.11.  REFINANCING OF THE HAC LOAN.  As of the Closing Date 
and immediately following the Merger Effective Time, all outstanding 
Indebtedness under the HAC Loan shall be fully paid and the HAC Loan 
Agreement and HAC Demand Note shall be irrevocably terminated.

          Section 3.12.  REIMBURSEMENT FOR EXPENSES AND FEES.  On or before 
the Closing Date: (i) reimbursement by Borrowers for all reasonable fees and 
out-of-pocket expenses incurred by Agent Bank in connection with the Credit 
Facility, including, but not limited to, escrow charges, title insurance 
premiums, environmental examinations, recording fees, appraisal fees, 
reasonable attorney's fees of Henderson & Morgan, LLC and gaming, California, 
Colorado, Iowa and maritime co-counsel retained by Henderson & Morgan, LLC, 
insurance consultant fees, and all other like fees and expenses remaining 
unpaid as of the Closing Date to the extent then due and payable and 
appropriately invoiced on the Closing Date, provided that the amount then 
invoiced shall not thereafter preclude Borrowers' obligation to pay such 
costs and expenses relating to the Credit Facility following the Merger 
Effective Date or to reimburse Agent Bank for the payment thereof, and (ii) 
payment by Borrowers to Agent Bank of the Pre-Merger Commitment Fees and the 
fees required in the Fee Side Letter as provided in Section 2.10(a) and (b), 
respectively.

          Section 3.13.  SCHEDULES OF SPACELEASES AND EQUIPMENT LEASES AND 
CONTRACTS.  On or before the Closing Date, a Schedule of Spaceleases 
(Schedules 4.18(A) through (C)) and Equipment Leases and Contracts (Schedules 
4.19(A) through (C)) in each instance setting forth the name of the other 
party thereto, a brief description of each spacelease providing for the 
payment of One Hundred Thousand Dollars ($100,000.00), or more, per year, 
equipment lease and contract providing for the payment of Fifty Thousand 
Dollars 

                                      -98-
<PAGE>

($50,000.00), or more, per year and the commencement and ending date thereof.

          Section 3.14.  LEASES.  On or before the Closing Date:

                 a.      A true and correct copy of the Park Cattle Lease, 
Tahoe Greenbelt Lease, California Greenbelt Lease and Hard Rock Lease and of 
all amendments and modifications to any of such instruments; and

                 b.      A true and correct copy of the Westwood Lease, 
Friendship Master Lease and Friendship Sublease and of all amendments and 
modifications to any of such instruments.

          Section 3.15.  MERGER DOCUMENTATION.  On or before the Merger 
Effective Date:

                 a.      A true and correct copy of the Merger Agreement, 
together with all amendments and modifications thereto;

                 b.      Written evidence, to the reasonable satisfaction of 
Agent Bank, that the Merger Consideration has been provided in full to and 
received by the Paying Agent; and

                 c.      A true and correct copy of the Articles of Merger 
evidencing the Merger as filed in the Office of the Secretary of State of the 
State of Nevada and certified by the Nevada Secretary of State as true and 
correct; and

                 d.      Written evidence, to the reasonable satisfaction of 
Agent Bank, that the directors of HAC immediately prior to the Merger 
Effective Time, will, upon the consummation of the Merger, be the directors 
of HCR, including, without limitation, a copy of the list of officers and 
directors filed with the Nevada Secretary of State on the Merger Effective 
Date.

          Section 3.16.  ENVIRONMENTAL QUESTIONNAIRE.  On or before the 
Closing Date:

                 a.      A WFB form Environmental Questionnaire and 
Disclosure Statement (Form CL-503 Rev. 6-92) completed by an Authorized 
Officer of HCR with respect to each of the Collateral Properties.

                                      -99-
<PAGE>

                 b.      Borrower shall confirm that the representations 
contained in Sections 2.1 and 2.2 of the Environmental Certificate are true 
and correct in all material respects.

          Section 3.17.  EVIDENCE OF RIGHT TO OCCUPANCY OF HOTEL/CASINO 
FACILITIES.  On or before the Closing Date, a copy of the permanent 
certificate of occupancy issued by each applicable Governmental Authority, 
evidencing the right of the Borrower Consolidation to use and hold open for 
the use and occupancy of the public of each of the Hotel/Casino Facilities.

          Section 3.18.  REGULATORY APPROVALS, PERMITS, CONSENTS, ETC..  On 
or before the Closing Date, copies of those material permits, approvals or 
consents by all Governmental Authorities permitting the use and operation of 
the Hotel/Casino Facilities, together with all supporting documents and 
materials, reasonably requested by Agent Bank at least three (3) Banking 
Business Days prior to the Closing Date.  On or before the Merger Effective 
Date, a copy of each necessary approval of or other consent to this Credit 
Agreement, Notes and the Merger by each of the applicable Gaming Authorities.

          Section 3.19.  RESTRICTED SUBSIDIARIES STOCK.  On the Closing Date, 
immediately following the Merger Effective Time, original stock certificates 
of HCCMC, HTMC, HCRSC and HIMC shall be delivered to Agent Bank on behalf of 
Lenders pursuant to the HCR Stock Pledges.

          Section 3.20.  SCHEDULE OF ALL SIGNIFICANT LITIGATION.  On or 
before the Closing Date, a Schedule of Significant Litigation (Schedule 
3.20), involving any member of the Borrower Consolidation, in each instance 
setting forth the names of the other parties thereto, a brief description of 
such litigation, whether or not such litigation is covered by insurance and, 
if so, whether the defense thereof and liability therefor has been accepted 
by the applicable insurance company indicating whether such acceptance of 
such defenses is with or without a reservation of rights, the commencement 
date of such litigation and the amount sought to be recovered by the adverse 
parties thereto or the amount which is otherwise in controversy.

          Section 3.21.  FINANCIAL STATEMENTS.  On or before the Closing 
Date, audited financial statements of HCR, on a consolidated and 
consolidating basis, for the last Fiscal Year 

                                     -100-
<PAGE>

for which such financial statements are available, together with a statement 
from the Chief Financial Officer of HCR to the effect that no Material 
Adverse Change has occurred with respect to the Borrowers since the date of 
the financial statements most recently given to Agent Bank.

          Section 3.22.  NO INJUNCTION OR OTHER LITIGATION.  As of the 
Closing Date, no law or regulation shall prohibit, and no order, judgment or 
decree of any Governmental Authority shall, and no litigation shall be 
pending or threatened which in the reasonable judgment of the Agent Bank 
would or would reasonably be expected to, enjoin, prohibit, limit or restrain 
the occurrence of the Merger or the execution and delivery of this Credit 
Agreement or the making of the Base Rate Loans or the LIBOR Loans or the 
performance by the Borrowers of any other obligations in respect thereof or 
the ability of the Borrowers to conduct their business substantially as 
presently conducted.

          Section 3.23.  MINIMUM EQUITY INVESTMENT.  On or prior to the 
Merger Effective Date, HCR shall have received a minimum of One Hundred 
Twenty-Four Million Dollars ($124,000,000.00) in Cash as equity capital 
through the issuance of common stock (voting and nonvoting) or through the 
issuance of Permitted Preferred Stock.

          Section 3.24.  EMPLOYMENT CONTRACTS.  Prior to the Merger Effective 
Time, Borrowers shall have negotiated and executed employment contracts with 
key management to be designated by Borrowers, to the reasonable satisfaction 
of Agent Bank.

          Section 3.25.  FINANCIAL PERFORMANCE REQUIREMENTS.  As of the date 
of the Initial Disbursement, the HCR Consolidation shall have demonstrated 
the following to the reasonable satisfaction of Agent Bank:

                 a.      That the Leverage Ratio of the HCR Consolidation as 
of the most recently ended Fiscal Quarter does not exceed 5.25 to 1.00; and

                 b.      EBITDA for the HCR Consolidation for the four (4) 
most recently ended Fiscal Quarters is Fifty-Three Million Five Hundred 
Thousand Dollars ($53,500,000.00), or more, in the aggregate.

          Section 3.26.  ADDITIONAL DOCUMENTS AND STATEMENTS.  On or before 
the Closing Date, such additional documents, 

                                     -101-
<PAGE>

affidavits, certificates and opinions as Lenders may reasonably require to 
insure compliance with this Credit Agreement.  The statements set forth in 
Section 3.29 shall be true and correct.

          Section 3.27.  OCCURRENCE OF MERGER.  As of the Closing Date, the 
Merger shall have occurred and become effective.

          B.     CONDITIONS PRECEDENT TO ALL BORROWINGS.  The obligation of 
each Lender and Agent Bank to make any Borrowing requested to be made on any 
Funding Date, except Borrowings made upon the demand of Agent Bank for the 
purpose of funding repayment of Swingline Outstandings and/or L/C 
Reimbursement Obligations, is subject to the occurrence of each of the 
following conditions precedent as of such Funding Date:

          Section 3.28.  NOTICES OF BORROWING.  With respect to each 
Borrowing, the Agent Bank shall have received in accordance with Section 2.03 
on or before such Funding Date an original and duly executed Notice of 
Borrowing or facsimile copy thereof, to be promptly followed by an original.

          Section 3.29.  CERTAIN STATEMENTS.  On each such Funding Date and 
as of the Closing Date the following statements shall be true and correct:

                 a.      The representations and warranties made by the 
Borrowers contained in Article IV hereof or in any of the Loan Documents 
(other than representations and warranties which expressly speak only as of a 
different date which shall be true and correct as of such date) are true and 
correct on and as of the Funding Date and as of the Closing Date in all 
material respects as though made on and as of that date, except to the extent 
that such representations and warranties are not true and correct as a result 
of a change which is permitted by this Credit Agreement or by any other Loan 
Document, or which is otherwise consented to by Agent Bank upon the approval 
of Requisite Lenders;

                 b.      The representations and certifications contained in 
the Environmental Certificate are true and correct in all material respects 
(other than representations and warranties which expressly speak only as of a 
different date which shall be true and correct as of such date);

                                     -102-
<PAGE>

                 c.      Since the date of the most recent financial 
statements referred to in Sections 3.21 and 5.08, no Material Adverse Change 
shall have occurred; and

                 d.      No event has occurred or as a result of any 
Borrowings contemplated hereby would occur and is continuing, or would result 
from the making thereof, which constitutes a Default or Event of Default 
hereunder.

          Section 3.30.  GAMING PERMITS.  The Borrower Consolidation shall 
have all Gaming Permits material to or required for the conduct of the gaming 
businesses and the conduct of games of chance at the Hotel/Casino Facilities 
and such Gaming Permits shall not then be suspended, enjoined or prohibited 
(for any length of time) by any Gaming Authority or any other Governmental 
Authority.

                                      ARTICLE IV

                            REPRESENTATIONS AND WARRANTIES

          To induce Banks to enter into this Credit Agreement, Borrowers make 
the following representations and warranties as of the Closing Date:

          Section 4.01.  ORGANIZATION; POWER AND AUTHORIZATION.

                 a.      Each Borrower is a corporation duly organized, 
validly existing and in good standing under the laws of the State of Nevada.  
Each Borrower (i) has all requisite power, authority and legal right to 
execute and deliver each document, agreement or certificate to which it is a 
party or by which it is bound in connection with the Bank Facilities, to 
consummate the transactions and perform its obligations hereunder and 
thereunder, and to own its properties and assets and to carry on and conduct 
its business as presently conducted or proposed to be conducted, (ii) has 
taken all necessary action to authorize the execution, delivery and 
performance by it of this Credit Agreement and the other Loan Documents to 
which it is a party or by which it is bound and to consummate the 
transactions contemplated hereunder and thereunder and (iii) is duly 
qualified as a foreign corporation, and is licensed and in good standing 
under the laws of each jurisdiction where its ownership, lease or operation 
of property or the conduct of its business requires such qualification or 
license and where the failure 

                                     -103-
<PAGE>

to so qualify and be licensed (other than with respect to the Gaming Permits) 
would result in a Material Adverse Change.

                 b.      Each Restricted Subsidiary, when formed: (i) is a 
corporation, limited partnership, limited liability company or general 
partnership duly formed, validly existing and in good standing under the laws 
of its jurisdiction of organization, is duly qualified to do business as a 
foreign organization and is in good standing as such in each jurisdiction in 
which the conduct of its business or the ownership or leasing of its 
properties and assets makes such qualification necessary where the failure to 
so qualify would result in a Material Adverse Change and has all requisite 
power and authority to conduct its business and to own and lease its 
properties and assets, and (ii) has taken all necessary action to authorize 
the execution, delivery and performance by it of the Subsidiary Guaranty 
executed and delivered by it to Agent Bank as of the date of such execution 
and delivery.

          Section 4.02.  NO CONFLICT WITH, VIOLATION OF OR DEFAULT UNDER LAWS 
OR OTHER AGREEMENTS.  Neither the execution and delivery of this Credit 
Agreement, the Revolving Credit Note, the Swingline Note, or any other Loan 
Document, or any other agreement, certificate or instrument to which 
Borrowers are a party or by which they, or any of them, are bound in 
connection with the Bank Facilities, nor the consummation of the transactions 
contemplated hereunder or thereunder, or the compliance with or performance 
of the terms and conditions herein or therein, is prevented by, limited by, 
conflicts in any material respect with, or will result in a material breach 
or violation of, or a material default (with due notice or lapse of time or 
both) under, or the creation or imposition of any lien, charge, or 
encumbrance of any nature whatsoever upon any of their respective property or 
assets by virtue of, the terms, conditions or provisions of (a) the Articles 
of Incorporation (including all amendments thereto in connection with the 
Merger), Bylaws (including all amendments thereto in connection with the 
Merger) or other documents of organization or charter of any of the 
Borrowers, (b) any indenture, evidence of indebtedness, loan or financing 
agreement, or other agreement or instrument of whatever nature to which they, 
or any of them, are a party or by which they, or any of them, are bound 
(other than the Loan Documents), including, without limitation, the Indenture 
and the Senior Subordinated Notes, (c) the Park Cattle Lease, the Tahoe Green 
Belt Lease, the California Green Belt Lease or the Hard Rock Lease, (d) the 
Westwood Lease, Friendship Lease or the Friendship 

                                      -104-
<PAGE>

Sublease, or (e) any provision of any existing law, rule, regulation, order, 
writ, injunction or decree of any court or Governmental Authority to which 
they, or any of them, are subject where, in the case of each of clauses (a), 
(b), (c), (d) and (e), such breach, conflict, violation, default, lien, 
charge or encumbrance could reasonably be expected to result in a Material 
Adverse Change.

          Section 4.03.  LITIGATION.  Except as disclosed on the Schedule of 
Significant Litigation delivered in connection with Section 3.20 there is no 
action, suit, proceeding, inquiry, hearing or investigation pending or, to 
the best knowledge of Borrowers, threatened, in any court of law or in 
equity, or before any Governmental Authority, which could reasonably be 
expected to result in any Material Adverse Change.  To the best knowledge of 
Borrowers, Borrowers are not in violation of or default with respect to any 
order, writ, injunction, decree or demand of any such court or Governmental 
Authority where such default could reasonably be expected to result in a 
Material Adverse Change.

          Section 4.04.  AGREEMENTS LEGAL, BINDING, VALID AND ENFORCEABLE.

                 a.      This Credit Agreement, the Revolving Credit Note, 
the Swingline Note, the Security Documentation and all other Loan Documents, 
when executed and delivered by Borrowers in connection with the Bank 
Facilities will, as of the Merger Effective Time, constitute legal, valid and 
binding obligations of Borrowers, enforceable against Borrowers in accordance 
with their respective terms, except as may be limited by bankruptcy, 
insolvency, reorganization, moratorium and other laws of general application 
relating to or affecting the enforcement of creditors' rights and the 
exercise of judicial discretion in accordance with general principles of 
equity (regardless of whether enforcement is considered in a proceeding in 
equity or at law).

                 b.      Each of the Land Leases have been duly authorized 
and executed by the applicable member of the Borrower Consolidation and to 
the best knowledge of Borrowers by each other respective party thereto and 
constitute legal, valid and binding obligations of the applicable member of 
the Borrower Consolidation and to the best knowledge of Borrowers each other 
respective party thereto, enforceable against such parties in accordance with 
their respective terms, except as may be limited by bankruptcy, insolvency, 
reorganization, moratorium and other laws of general application relating to 

                                     -105-
<PAGE>

or affecting the enforcement of creditors' rights and the exercise of 
judicial discretion in accordance with general principles of equity 
(regardless of whether enforcement is considered in a proceeding in equity or 
at law).

          Section 4.05.  INFORMATION AND FINANCIAL DATA ACCURATE; FINANCIAL 
STATEMENTS; NO MATERIAL ADVERSE CHANGE.  Any and all financial statements 
heretofore furnished to Banks by Borrowers, or any of them: (a) present 
fairly the financial position of the entity to which they relate as at their 
respective dates and the results of operations and changes in cash flows for 
the periods to which they apply, and (b) have been prepared in conformity 
with GAAP applied on a consistent basis throughout the periods involved.  
Since the date of the most recent financial statements referred to in this 
Section 4.05, there has been no Material Adverse Change in the financial 
condition, business or operations of the Borrower Consolidation.

          Section 4.06.  GOVERNMENTAL APPROVALS.  All consents, approvals, 
orders or authorizations of, or registrations, declarations, notices or 
filings with any Governmental Authority and any other Person, which may be 
required in connection with the valid execution and delivery of this Credit 
Agreement and the other Loan Documents by Borrowers and the carrying-out or 
performance of any of the transactions required or contemplated hereunder, or 
thereunder, by Borrowers, have been obtained or accomplished and are in full 
force and effect, except as may be required in connection with the exercise 
of remedies under the Security Documentation following an Event of Default, 
or can be obtained by Borrowers.  All consents, approvals, orders or 
authorizations of, or registrations, declarations, notices or filings with 
any Governmental Authority and any other Person, the failure of which could 
reasonably be expected to result in a Material Adverse Change, which may be 
required by Borrowers in connection with the use and operation of the 
Hotel/Casino Facilities have been obtained or accomplished and are in full 
force and effect.

          Section 4.07.  PAYMENT OF TAXES.  Borrowers have duly filed or 
caused to be filed all material federal, state and local tax reports and 
returns which are required to be filed by them and have paid or made 
provisions for the payment of, all material taxes, assessments, fees and 
other governmental charges which have or may have become due pursuant to said 
returns or otherwise pursuant to any assessment received by Borrowers except 
such taxes, 

                                     -106-
<PAGE>

assessments, fees or other governmental charges, if any, as are being 
contested in good faith by Borrowers by appropriate proceedings and for which 
Borrowers have maintained adequate reserves for the payment thereof in 
accordance with GAAP.

          Section 4.08.  TITLE TO PROPERTIES.  As of the Closing Date, HTMC 
has good and marketable title to all of its properties and assets reflected 
in the most recent financial statements of the Borrower Consolidation 
delivered to Agent Bank prior to the Closing Date, as owned by it, including, 
but not limited to, the Tahoe Real Property and the Tahoe Hotel/Casino 
Facility and the lessee's interest in the Park Cattle Lease, the Tahoe Green 
Belt Lease, the California Green Belt Lease and all other Tahoe Collateral 
(except for those properties and assets disposed of since the date of said 
financial statements in the ordinary course of business or those properties 
and assets which are no longer used or useful in the conduct of its business 
or those properties and assets permitted to be disposed of under this Credit 
Agreement).  As of the Closing Date, HIMC has good and marketable title to 
all of its properties and assets reflected in the most recent financial 
statements of the Borrower Consolidation delivered to Agent Bank prior to the 
Closing Date, as owned by it, including, but not limited to, the Iowa Land 
Base Facilities, the Riverboat and the lessor's interest in the Westwood 
Lease and sublessee's interest in the Friendship Sublease.  As of the Closing 
Date, HCCMC has good and marketable title to all of its properties and assets 
reflected in the most recent financial statements of the Borrower 
Consolidation delivered to Agent Bank prior to the Closing Date, as owned by 
it, including, but not limited to, the Colorado Hotel/Casino Facility.  The 
Collateral is not subject to any liens, encumbrances or restrictions except 
Permitted Encumbrances.

          Section 4.09.  NO UNTRUE STATEMENTS.  All representations and 
warranties made by Borrowers, or any of them, in this Credit Agreement, any 
other Loan Document and any other agreement, document, certificate or 
instrument furnished by Borrowers, or any of them, to Banks pursuant to the 
provisions of Article III of this Credit Agreement, including, without 
limitation, all financial information and other data previously furnished in 
writing by Borrowers, or any of them, in connection with the Bank Facilities, 
on and as of the Closing Date: (a) are and shall be true, correct and 
complete in all material respects at the time made, (b) do not and shall not 
contain (at the time they were made) any untrue statement of a material fact, 
and (c) do not and shall not omit to state a material fact, the absence of 
which makes the

                                     -107-
<PAGE>

information contained herein or therein materially misleading or incomplete. 
Borrowers understand that all such statements, representations and warranties 
shall be deemed to have been relied upon by Banks as a material inducement to 
establish the Bank Facilities.

          Section 4.10.  BROKERAGE COMMISSIONS. No Person (other than the 
Banks) is entitled to receive any brokerage commission, finder's fee or 
similar fee or payment in connection with the extensions of credit 
contemplated by this Credit Agreement as a result of any agreement entered 
into by Borrowers.  No brokerage or other fee, commission or compensation is 
to be paid by Banks with respect to the extensions of credit contemplated 
hereby as a result of any agreement entered into by Borrowers, and Borrowers 
agree to indemnify Banks against any such claims for brokerage fees or 
commissions and to pay all expenses including, without limitation, reasonable 
attorney's fees incurred by Banks in connection with the defense of any 
action or proceeding brought to collect any such brokerage fees or 
commissions.

          Section 4.11.  NO DEFAULTS.  To the best of Borrowers' knowledge, 
none of the Borrowers are in violation of or in default with respect to any 
applicable laws and/or regulations which materially and adversely affect the 
Iowa Riverboat/Hotel Facilities, Tahoe Hotel/Casino Facility or Colorado 
Hotel/Casino Facility or the business, financial condition, property of 
Borrowers or operations of the Borrowers, or any of them which could 
reasonably be expected to result in a Material Adverse Change.  Without 
limiting the generality of the foregoing, Borrowers are not in violation or 
default (nor is there any waiver in effect which, if not in effect, would 
result in a violation or default) in any material and adverse respect under 
the Indenture, Senior Subordinated Notes, the Park Cattle Lease, the Tahoe 
Green Belt Lease, the California Green Belt, the Hard Rock Lease, the 
Westwood Lease, the Friendship Sublease or under any indenture, evidence of 
indebtedness, loan or financing agreement or other agreement or instrument of 
whatever nature to which it is a party or by which it is bound, which in any 
case could reasonably be expected to result in Material Adverse Change.

          Section 4.12.  EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.  To 
the best knowledge of Borrowers, no Reportable Event has occurred with 
respect to any Pension Plan under ERISA, that gives rise to material 
liabilities that 

                                     -108-
<PAGE>

materially adversely affect the financial condition or operations of 
Borrowers, or any of them.

          Section 4.13.  PARK CATTLE LEASE AND HARD ROCK LEASE.  The copies 
of the Park Cattle Lease and Hard Rock Lease and all modifications and 
amendments thereto (if any) which have been delivered to Agent Bank in 
accordance with Section 3.14: (a) are a true, correct and complete copy of 
the respective originals thereof, as in effect on the Closing Date, and no 
amendments or modifications have been made to such Park Cattle Lease and/or 
the Hard Rock Lease prior to the Closing Date, except as set forth by the 
documents delivered to Agent Bank in accordance with said Section 3.14 or 
otherwise reasonably approved in writing by Requisite Lenders, and (b) have 
not been terminated and are in full force and effect.  There is no default in 
the observance or performance by HTMC of any of its obligations under the 
Park Cattle Lease and/or the Hard Rock Lease which would entitle Park Cattle 
Co. or Hard Rock to terminate such lease and HTMC has done all things 
required to be done as of the Closing Date to keep unimpaired its rights 
thereunder.

          Section 4.14.  GREEN BELT LEASES.  The copies of the Tahoe Green 
Belt Lease, California Green Belt Lease and all modifications and amendments 
thereto (if any) which have been delivered to Agent Bank in accordance with 
Section 3.14: (a) is a true, correct and complete copy of the respective 
original thereof, as in effect on the Closing Date, and no amendments or 
modifications have been made to such Tahoe Green Belt Lease or California 
Green Belt Lease prior to the Closing Date, except as set forth by documents 
delivered to Agent Bank in accordance with said Section 3.14 or otherwise 
reasonably approved in writing by Requisite Lenders, and (b) has not been 
terminated and is in full force and effect.  There is no default by HTMC in 
the observance or performance of any of its obligations under the Tahoe Green 
Belt Lease and California Green Belt Lease which would entitle Park Cattle 
Co. to terminate such lease and HTMC has done all things required to be done 
as of the Closing Date to keep unimpaired its rights thereunder.

          Section 4.15.  IOWA LEASES.  The copy of each of the Westwood 
Lease, Friendship Master Lease and Friendship Sublease and all modifications 
and amendments thereto (if any) which have been delivered to Agent Bank in 
accordance with Section 3.14: (a) is a true, correct and complete copy of the 
respective original thereof, as in effect on the Closing Date, and no 
amendments or modifications have been made to such 

                                     -109-
<PAGE>

Westwood Lease, Friendship Master Lease or Friendship Sublease prior to the 
Closing Date, except as set forth by documents delivered to Agent Bank in 
accordance with said Section 3.14 or otherwise reasonably approved in writing 
by Requisite Lenders, and (b) has not been terminated and is in full force 
and effect.  To the actual knowledge of HIMC, there is no default by the City 
of Counsel Bluffs, Iowa, in the observance or performance of any of its 
obligations under the Friendship Master Lease which would entitle the Iowa 
Department of Natural Resources to terminate such lease and the City of 
Counsel Bluffs, Iowa, has done all things required to be done as of the 
Closing Date to keep unimpaired its rights thereunder.  There is no default 
in the observance or performance by HIMC of any of its obligations under the 
Westwood Lease or Friendship Sublease which would entitle the City of Counsel 
Bluffs to terminate such lease and HIMC has done all things required to be 
done as of the Closing Date to keep unimpaired its rights thereunder.

          Section 4.16.  AVAILABILITY OF UTILITY SERVICES.  All utility 
services necessary for the Hotel/Casino Facilities including, without 
limitation, electrical, water, gas and sewage services and facilities are 
available at the boundaries of the Tahoe Real Property, the Iowa Real 
Property and the Colorado Real Property, respectively.

          Section 4.17.  POLICIES OF INSURANCE.  As of the Closing Date, each 
of the copies of the declaration pages, original binders and certificates of 
insurance evidencing the Policies of Insurance relating to the Hotel/Casino 
Facilities delivered to Agent Bank by Borrowers (i) is a true, correct and 
complete copy of the respective original thereof as in effect on the date 
hereof, and no amendments or modifications of any of said documents or 
instruments not included in such copies have been made as of the Closing 
Date, and (ii) has not been terminated and is in full force and effect.  
There is no default by Borrowers in the observance or performance of their 
respective obligations under said documents and instruments which would 
entitle the insurers party thereto to terminate the Policies of Insurance or 
deny coverage thereunder, and Borrowers, and each of them, have done all 
things required to be done as of the date of this Credit Agreement to keep 
unimpaired their rights thereunder.

          Section 4.18.  SPACELEASES.  A schedule of all executed Spaceleases 
pertaining to the Hotel/Casino Facilities under which the lessee thereunder 
is required to pay One Hundred Thousand Dollars ($100,000.00), or more, per 
year,

                                     -110-
<PAGE>

respectively, or any portion thereof, in existence as of the Closing Date 
hereof, is set forth on Schedules 4.18(A) through (C) attached hereto.

          Section 4.19.  EQUIPMENT LEASES AND CONTRACTS.  A schedule of all 
executed Equipment Leases and Contracts pertaining to the Hotel/Casino 
Facilities providing for the payment by the lessee of Fifty Thousand Dollars 
($50,000.00), or more, per year, respectively, or any portion thereof, in 
existence on the date hereof, is set forth on Schedules 4.19 (A) through (C) 
attached hereto.

          Section 4.20.  GAMING PERMITS AND APPROVALS.  All Gaming Permits 
required to be held by Borrowers in connection with the Tahoe Hotel/Casino 
Facility, the Iowa Riverboat/Hotel Facilities and the Colorado Hotel/Casino 
Facility are current and in good standing and Borrowers presently hold all 
Gaming Permits necessary for the continued operation of the Tahoe 
Hotel/Casino Facility, the Iowa Riverboat/Hotel Facilities and the Colorado 
Hotel/Casino Facility.  Each of the Gaming Authorities have given all 
necessary approvals of this Credit Agreement, the Notes and each Loan 
Document to be executed by Borrowers in connection with the Bank Facilities.

          Section 4.21.  ENVIRONMENTAL CERTIFICATE.  The representations and 
certifications contained in the Environmental Certificate are true and 
correct in all material respects.

          Section 4.22.  NEW VENTURE SUBSIDIARIES.  A schedule of each 
Restricted Subsidiary and Unrestricted Subsidiary (exclusive of HTMC, HIMC, 
HCRSC and HCCMC) existing as of the Closing Date and a description of the New 
Venture owned in whole or part by each such Restricted Subsidiary and 
Unrestricted Subsidiary is marked "Schedule 4.22", affixed hereto and by this 
reference incorporated herein and made a part hereof.  As of the Closing 
Date, HTMC, HIMC, HCRSC and HCCMC do not have any Subsidiaries.

          Section 4.23.  COMPLIANCE WITH STATUTES, ETC. Except for matters 
related to the compliance by the Borrowers with Hazardous Materials Laws, 
which matters are governed by the Environmental Certificate and the 
Mortgages, to the best knowledge of Borrowers, each of the Borrowers is in 
compliance with all applicable statutes, regulations and orders of, and all 
applicable restrictions imposed by, all Governmental Authorities, domestic or 
foreign, in respect of the conduct of its business and the ownership of its 
property, except such

                                     -111-
<PAGE>

noncompliance as would not, in the aggregate, reasonably be expected to 
result in a Material Adverse Change.

          Section 4.24.  INVESTMENT COMPANY ACT.  Neither HCR nor any of its 
Subsidiaries is an "investment company" or a company "controlled" by an 
"investment company," which is required to be registered under the Investment 
Company Act of 1940, as amended.

          Section 4.25.  PUBLIC UTILITY HOLDING COMPANY ACT.  Neither HCR nor 
any of its Subsidiaries is a "holding company," or a "subsidiary company" of 
a "holding company," or an "affiliate" of a "holding company" or of a 
"subsidiary company" of a "holding company," within the meaning of the Public 
Utility Holding Company Act of 1935, as amended.

          Section 4.26.  LABOR RELATIONS.  There is no strike or work 
stoppage in existence, or to the best knowledge of Borrowers threatened 
involving any Borrower or any of the Hotel/Casino Facilities that could 
reasonably be expected to result in a Material Adverse Change.

          Section 4.27.  TRADEMARKS, PATENTS, LICENSES, FRANCHISES, FORMULAS 
AND COPYRIGHTS.  Except as disclosed in Schedule 4.27, each of HCR and its 
Restricted Subsidiaries own all the patents, trademarks, permits, service 
marks, trade names, copyrights, licenses, franchises and formulas, or has a 
valid license or sublicense of rights with respect to the foregoing, and has 
obtained assignments of all leases and other rights of whatever nature, 
necessary for the present conduct of its business, without any known conflict 
with the rights of others which, or the failure to obtain which, as the case 
may be, could reasonably be expected to result in a Material Adverse Change 
in the business, operations, property, assets or condition (financial or 
otherwise) of HCR and its Restricted Subsidiaries taken as a whole.  Each of 
the patents, trademarks, servicemarks, tradenames and copyrights owned by 
Borrowers, or any of them, relating to the Tahoe Hotel/Casino Facility, Iowa 
Riverboat/Hotel Facilities and/or Colorado Hotel/Casino Facility which is 
registered with any Governmental Authority is set forth on Schedule 4.27, 
attached hereto.

          Section 4.28.  CONTINGENT LIABILITIES.  As of the Merger Effective 
Date, Borrowers have incurred no material Contingent Liabilities (any 
Contingent Liability in excess of One Million Dollars ($1,000,000.00) being 
deemed material) other than those described on Schedule 4.28.

                                     -112-
<PAGE>

                                      ARTICLE V

                            GENERAL COVENANTS OF BORROWERS

          To induce the Banks to enter into this Credit Agreement and 
establish the Bank Facilities, Borrowers covenant to Banks as follows from 
and after the Closing Date until the occurrence of Bank Facility Termination:

          Section 5.01.  FF&E.  The Borrower Consolidation shall furnish, 
fixture and equip the Hotel/Casino Facilities with FF&E it reasonably deems 
appropriate for the operation of the Hotel/Casino Facilities.  All FF&E that 
is purchased and installed in the Hotel/Casino Facilities shall be purchased 
free and clear of any liens, encumbrances or claims, other than Permitted 
Encumbrances.  If Borrowers should sell, transfer, convey or otherwise 
dispose of any FF&E to any Person other than a member of the Borrower 
Consolidation (other than obsolete or worn out FF&E or other FF&E no longer 
useful in the business of the Borrowers) and not within thirty (30) days of 
such sale, transfer, conveyance or other disposition replace such FF&E with 
purchased items of equivalent value and utility or replace said FF&E with 
leased FF&E of equivalent value and utility or replace such FF&E with other 
assets useful in the business of the Borrower Consolidation, within the 
permissible leasing and purchase agreement limitation set forth in Section 
6.10(b) herein, to the extent the Net Proceeds thereof not used to replace 
FF&E exceeds a cumulative aggregate value of Five Million Dollars 
($5,000,000.00) during any Fiscal Year or a cumulative aggregate value of Ten 
Million Dollars ($10,000,000.00) during the term of the Credit Facility (in 
either instance the "Excess Capital Proceeds"), Borrowers shall be required 
to, on, or at Borrowers' option, prior to thirty (30) days following such 
sale, transfer, conveyance or other dispositions, permanently reduce the 
Maximum Permitted Balance of the Credit Facility by a Voluntary Permanent 
Reduction in the amount of the Excess Capital Proceeds of the FF&E so 
disposed of, subject, however, to the right of Agent Bank to verify to its 
reasonable satisfaction the amount of said Excess Capital Proceeds.

          Section 5.02.  PERMITS; LICENSES AND LEGAL REQUIREMENTS.  Borrowers 
shall comply in all material respects with and keep in full force and effect, 
as and when required, all Gaming Permits and all material permits, licenses 
and approvals obtained from any Governmental Authorities which are required 
for the operation and use of the Hotel/Casino 

                                     -113-
<PAGE>

Facilities.  Borrowers, and each of them, shall comply in all material 
respects with all applicable material existing and future laws, rules, 
regulations, orders, ordinances and requirements of all Governmental 
Authorities, and with all recorded restrictions affecting the Hotel/Casino 
Facilities where the failure of such compliance could reasonably be expected 
to result in a Material Adverse Change.

          Section 5.03.  LEASES.  Until Bank Facility Termination: (a) HTMC 
shall fully perform and comply in all material respects with all agreements, 
covenants, terms and conditions imposed or assumed by HTMC as: (i) lessee 
under Park Cattle Lease; (ii) as lessee under the Tahoe Green Belt Lease; 
(iii) as lessee under the California Green Belt Lease; and (iv) as lessor 
under the Hard Rock Lease, and (b) HIMC shall fully perform and comply in all 
material respects with all agreements, covenants, terms and conditions 
imposed or assumed by HIMC as: (i) lessor under the Westwood Lease, and (ii) 
as lessee under the Friendship Sublease.  Borrowers shall not amend, modify 
or terminate, or enter into any agreement to amend, modify or terminate the 
Park Cattle Lease, the Tahoe Green Belt Lease, California Green Belt Lease, 
the Hard Rock Lease, Westwood Lease and/or Friendship Sublease without the 
prior written consent of Agent Bank, which consent shall not be unreasonably 
withheld, or if in the opinion of Agent Bank such amendment or modification 
is materially adverse to any member of the Borrower Consolidation or could 
reasonably be expected to have a detrimental effect on the Agent Bank or the 
Lenders or any of their rights or remedies under the Credit Agreement or the 
Security Documentation, without the prior written consent of Requisite 
Lenders.

          Section 5.04.  PROTECTION AGAINST LIEN CLAIMS.  Borrowers shall 
promptly pay and discharge or cause to be paid and discharged all claims and 
liens for labor done and materials and services supplied and furnished in 
connection with the Hotel/Casino Facilities in accordance with this Section 
5.04, except such claims and liens, if any, as are being contested in good 
faith by Borrowers by appropriate proceedings and for which Borrowers have 
maintained adequate reserves for the payment thereof in accordance with GAAP. 
If any mechanic's lien or materialman's lien for a sum in excess of Five 
Hundred Thousand Dollars ($500,000.00) shall be recorded, filed or suffered 
to exist against the Hotel/Casino Facilities, or any of them, or any interest 
therein by reason of work, labor, services or materials supplied, furnished 
or claimed to have been supplied and furnished in connection with the 
Hotel/Casino Facilities, or any of them, upon Borrowers 

                                     -114-
<PAGE>

receipt of written notice from Agent Bank demanding the release and discharge 
of such lien, said lien or claim shall be paid, released and discharged or 
expunged of record within sixty (60) days following its receipt of such 
notice.

          Section 5.05.  NO CHANGE IN CHARACTER OF BUSINESS.  Until Bank 
Facility Termination, (i) the Hotel/Casino Facilities shall be operated by 
members of the Borrower Consolidation, and (ii) the Borrower Consolidation 
shall not effect a Material Adverse Change in the nature and character of its 
business at the Hotel/Casino Facilities as presently conducted and as 
presently contemplated and disclosed to Banks.  Notwithstanding the 
foregoing, upon written notice to Agent Bank, the Borrower Consolidation may 
make such changes to its business operation as may be necessary or advisable 
to remain competitive in the gaming industry.

          Section 5.06.  PRESERVATION AND MAINTENANCE OF PROPERTIES AND 
ASSETS; ACQUISITION OF ADDITIONAL PROPERTY.  Until Bank Facility Termination, 
Borrowers shall not remove, demolish, materially alter, discontinue the use 
of, sell, transfer, assign, hypothecate or otherwise dispose of to any 
Person, any part of their respective properties and assets necessary for the 
continuance of their respective businesses, as presently conducted and as 
presently contemplated, other than in the normal course of Borrowers' 
business and as provided in Sections 5.01, 5.07 and 6.14.  Furthermore, in 
the event Borrowers, or any of them, or any Subsidiary thereof, shall acquire 
any other real property or rights to the use of real property or any interest 
therein which is used in any material manner in connection with the 
Hotel/Casino Facilities, Borrowers shall or shall cause the Subsidiary, as 
applicable, concurrently with the acquisition of such real property or the 
rights to the use of such real property, to execute or cause the execution of 
such documents as may be necessary to add such real property or rights to the 
use of real property as Collateral under the Credit Facility.

          Section 5.07.  REPAIR OF PROPERTIES AND ASSETS.  Until Bank 
Facility Termination, Borrowers shall, at their own cost and expense, (a) 
maintain, preserve and keep in a manner consistent with hotel and gaming 
casino operating practices generally applicable to hotel/casino operations 
operating in the Lake Tahoe, Nevada, Central City, Colorado and Council 
Bluffs, Iowa areas, their respective assets and properties, including, but 
not limited to, the Collateral and all FF&E owned or leased by Borrowers in 
good and substantial repair, working order and condition, ordinary wear and 
tear excepted, 

                                     -115-
<PAGE>

(b) from time to time, make or cause to be made, all necessary and proper 
repairs, replacements, renewals, improvements and betterments to the 
Hotel/Casino Facilities, and (c) from time to time, make such substitutions, 
additions, modifications and improvements as may be necessary and as shall 
not materially impair the structural integrity, operating efficiency and 
economic value of said assets included within the Hotel/Casino Facilities (it 
being understood that the activities referred to above may, on a temporary 
basis, impair the operating efficiency and economic value of such assets).  
All alterations, replacements, renewals, or additions made pursuant to this 
Section 5.07 shall become and constitute a part of said assets and property 
and subject, INTER ALIA, to the provisions of Section 5.01 and subject to the 
lien of the Security Documentation.

          Section 5.08.  FINANCIAL STATEMENTS; REPORTS; CERTIFICATES AND BOOKS
AND RECORDS.

                 a.      Until Bank Facility Termination, Borrowers shall, 
unless the Agent Bank (with the written approval of the Requisite Lenders) 
otherwise consents, at Borrowers' sole expense, deliver to the Agent Bank and 
each of the Lenders a full and complete copy of each of the following and 
shall comply with each of the following financial requirements:

                         (i)   As soon as practicable, and in any event within
          forty-five (45) days after the end of the first three (3) Fiscal
          Quarters of each Fiscal Year, (a) the consolidated balance sheet of
          the Borrower Consolidation as at the end of such Fiscal Quarter and
          the consolidated statement of operations for such Fiscal Quarter, and
          a statement of cash flows for the portion of the Fiscal Year ended
          with such Fiscal Quarter and (b) the consolidating balance sheets and
          statements of operations of the Borrower Consolidation as at and for
          the portion of the Fiscal Year ended with such Fiscal Quarter, all in
          reasonable detail.  Such financial statements shall be certified by an
          Authorized Officer of the Borrower Consolidation as fairly presenting
          the financial condition, results of operations and cash flows of the
          Borrower Consolidation in accordance with GAAP (other than footnote
          disclosures) as at such date and for such periods, subject only to
          normal year-end accruals and audit adjustments;

                                     -116-
<PAGE>


                         (ii)  As soon as practicable, and in any event within
          forty-five (45) days after the end of each Fiscal Quarter (including
          the fourth (4th) Fiscal Quarter in any Fiscal Year), a pricing
          certificate in the form marked "Exhibit G", affixed hereto and by this
          reference incorporated herein and made a part hereof (the "Pricing
          Certificate") setting forth a preliminary calculation of the Leverage
          Ratio as of the last day of such Fiscal Quarter, and providing
          reasonable detail as to the calculation thereof, which calculations
          shall be based on the preliminary unaudited financial statements of
          the Borrower Consolidation for such Fiscal Quarter, and as soon as
          practicable thereafter, in the event of any material variance in the
          actual calculation of the Leverage Ratio from such preliminary
          calculation, a revised Pricing Certificate setting forth the actual
          calculation thereof; provided, however, that in the event that
          Borrowers do not deliver a Pricing Certificate when due, then until
          (but only until) such Pricing Certificate is delivered as provided
          herein, the Leverage Ratio shall be deemed, for the purpose of
          determining the Applicable Margin, to be greater than 4.5 to 1.0 and
          the Applicable Margin determined with respect thereto.

                         (iii) As soon as practicable, and in any event within
          one hundred twenty (120) days after the end of each Fiscal Year,
          (i) the consolidated and consolidating balance sheet, income
          statement, statement of retained earnings and cash flows (reconciled
          with year end audited statements) of the Borrower Consolidation as at
          the end of such Fiscal year, all in reasonable detail.  Such financial
          statements shall be prepared in accordance with GAAP and shall be
          accompanied by a report of independent public accountants of
          recognized standing selected by HCR and reasonably satisfactory to the
          Agent Bank (it being understood that any "Big 5" accounting firm shall
          be automatically deemed satisfactory to the Agent Bank), which report
          shall be prepared in accordance with generally accepted auditing
          standards as at such date, and shall not be subject to any
          qualifications or exceptions as to the scope of the audit nor to any
          other qualification or exception determined by the Requisite Lenders
          in their good 

                                     -117-
<PAGE>

          faith business judgment to be adverse to the interests
          of the Banks.  Such accountants' report shall be accompanied by a
          certificate stating that, in making the examination pursuant to
          generally accepted auditing standards necessary for the certification
          of such financial statements and such report, such accountants have
          obtained no knowledge of any Default or, if, in the opinion of such
          accountants, any such Default shall exist, stating the nature and
          status of such Default, and stating that such accountants have
          reviewed the Financial Covenants as at the end of such Fiscal Year
          (which shall accompany such certificate) under Sections 6.01 through
          6.07, have read such Sections (including the definitions of all
          defined terms used therein) and that nothing has come to the attention
          of such accountants in the course of such examination that would cause
          them to believe that the same were not calculated by the Borrower
          Consolidation in the manner prescribed by this Credit Agreement.  Such
          financial statements shall be certified by an Authorized Officer of
          the Borrower Consolidation in the same manner as required with respect
          to financial statements delivered pursuant to Section 5.08(a)(i);

                         (iv)  As soon as practicable, and in any event no later
          than ninety (90) days following the commencement of each Fiscal Year,
          a budget (including a Capital Expenditure budget) and projection by
          Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next
          occurring two (2) consecutive Fiscal Years, INCLUDING for the first
          such Fiscal Year, projected consolidated and consolidating balance
          sheets, statements of operations and statements of cash flow of the
          Borrower Consolidation, all in reasonable detail;

                         (v)   Concurrently with the financial statements and
          reports required pursuant to Sections 5.08(a)(i) and 5.08(a)(iii),
          Compliance Certificate signed by an Authorized Officer;

                         (vi)  As soon as practicable, and in any event within
          forty-five (45) days (or, in the case of the fourth (4th) Fiscal
          Quarter in each Fiscal Year, ninety (90) days) after the end of each
          Fiscal Quarter, a written report (to the extent not 

                                     -118-
<PAGE>

          reported under Section 5.08(vii) hereinbelow), in form and detail 
          reasonably acceptable to the Agent Bank, with respect to the status 
          of each New Venture, including the amounts of New Venture Capital 
          Expenditures and New Venture Investments made, and reasonably 
          anticipated to be made, with respect thereto; and

                         (vii) Promptly after the same are available, copies of
          each annual report, proxy or financial statement or other report or
          communication that shall have been sent to the stockholders of HCR,
          and copies of all annual, regular, periodic and special reports
          (including, without limitation, each 10Q and 10K report) and
          registration statements which HCR shall have filed or be required to
          file with the Securities and Exchange Commission under Section 13 or
          15(d) of the Securities Exchange Act of 1934, as amended, and not
          otherwise required to be delivered to the Banks pursuant to other
          provisions of this Section 5.08.

                 b.      Until Bank Facility Termination, Borrowers, and each 
of them, shall keep and maintain complete and accurate books and records in 
accordance with GAAP in all material respects, consistently applied.  
Borrowers, and each of them, shall permit Banks and any authorized 
representatives of Banks to have reasonable access to and to inspect, examine 
and make copies of the books and records, any and all accounts, data and 
other documents of Borrowers at all reasonable times upon the giving of 
reasonable notice of such intent.  In addition:  (i) in the event of the 
occurrence of any Default or Event of Default, or (ii) in the event any 
Material Adverse Change occurs, Borrowers shall promptly, and in any event 
within three (3) Banking Business Days after actual knowledge thereof by the 
corporate controller or a senior executive officer, notify Agent Bank in 
writing of such occurrence.

                 c.      Until Bank Facility Termination, Borrowers, and each 
of them, shall furnish to Agent Bank, with sufficient copies for distribution 
to each of the Banks any financial information or other information bearing 
on the financial status of the Borrowers or their Subsidiaries, or any of 
them, which is reasonably requested by Agent Bank or Requisite Lenders.

                                     -119-
<PAGE>

          Section 5.09.  INSURANCE.  Until Bank Facility Termination, 
Borrowers shall obtain, or cause to be obtained, and shall maintain or cause 
to be maintained with respect to the Hotel/Casino Facilities, including 
without limitation, the Riverboat, at their own cost and expense:

                 a.      PROPERTY INSURANCE.  Borrowers shall maintain a 
special causes of loss (ISO or equivalent), including flood and earthquake, 
perils policy covering the buildings and improvements, and any other 
permanent structures for one hundred percent (100%) of the replacement cost.  
Upon the request of Agent Bank, replacement cost for insurance purposes will 
be established by an independent appraiser mutually selected by Borrowers and 
Agent Bank.  The policy will include Agreed Amount (waiving co-insurance), 
replacement cost valuation and building ordinance endorsements.  The policy 
will include a standard mortgagee clause (ISO form or equivalent, i.e. 
Borrowers' acts will not impair mortgagee's right to recover, exclusive 
payment of a loss to mortgagee and automatic notice of cancellation or 
non-renewal to mortgagee) and provide that all losses in excess of One 
Million Dollars ($1,000,000.00) be adjusted with the Agent Bank.  The 
Borrowers waive any and all rights of subrogation against Banks.

                 b.      PERSONAL PROPERTY (INCLUDING MACHINERY, EQUIPMENT, 
FURNITURE, FIXTURES, STOCK).  Borrowers shall maintain "All Risk" property 
coverage for all personal property owned, leased or for which Borrowers are 
legally liable.  The coverage will include a lender's loss payable 
endorsement in favor of Agent Bank.

                 The policy providing real property and personal property 
coverages, as specified in 5.09(a) and (b) hereinabove, may include a 
deductible of no more than One Hundred Thousand Dollars ($100,000.00) for any 
single occurrence.  Flood deductibles can be no more than Two Hundred Fifty 
Thousand Dollars ($250,000.00) for the Colorado Real Property and Tahoe Real 
Property and Five Hundred Thousand Dollars ($500,000.00) for the Iowa Real 
Property, if a separate deductible applies and earthquake deductibles can be 
no more than five percent (5%) of insured value, if a separate deductible 
applies.

                 c.      BUSINESS INTERRUPTION/EXTRA EXPENSE.  Borrowers shall
maintain combined Business Interruption/Extra Expense coverage with a limit
representing no less than one hundred percent (100%) of the projected annual net
profit plus 

                                     -120-
<PAGE>

continuing expenses (including debt service) for the Hotel/Casino Facilities 
with respect to all land-based facilities.  Such coverage shall include 
extensions for Off Premises Power losses at a Two Million Dollar 
($2,000,000.00) limit and an extended period of indemnity provision at ninety 
(90) days.  These coverages may have deductible of no greater than 
forty-eight (48) hours, or One Hundred Thousand ($100,000.00), if a separate 
deductible applies.  This coverage will be specifically endorsed to include 
Agent Bank as loss payee.

                 d.      BOILER AND MACHINERY.  Borrowers shall maintain a 
Boiler and Machinery policy for the Hotel/Casino Facilities written on a 
Comprehensive Form with a combined direct and indirect limit of no less than 
Twenty Million Dollars ($20,000,000.00).  The policy shall include extensions 
for Agreed Amount (waiving co-insurance) and Replacement Cost Valuation.  The 
policy may contain deductibles of no greater than One Hundred Thousand 
Dollars ($100,000.00) direct and forty-eight (48) hours indirect.

                 e.      CRIME INSURANCE.  Borrowers shall obtain a 
comprehensive crime policy, including the following coverages:

                 (i)     employee dishonesty - Two Million Dollars
          ($2,000,000.00);

                 (ii)    money and securities (inside) - Two Million Dollars
          ($2,000,000.00);

                 (iii)   money and securities (outside) - Two Million Dollars
          ($2,000,000.00);

                 (iv)    depositor's forgery - Two Million Dollars
          ($2,000,000.00);

                 (v)     computer fraud - Two Million Dollars ($2,000,000.00).

                 The policy must be amended so that money is defined to 
include "tokens and chips" (as defined in Regulation 12.010 of the Nevada 
Gaming Authorities).  The policy may contain deductibles of no greater than 
One Hundred Thousand Dollars ($100,000.00) for all coverages listed above.

                 f.      COMMERCIAL GENERAL LIABILITY (1996 FORM OR 
EQUIVALENT). Borrowers shall maintain a Commercial General 

                                     -121-
<PAGE>

Liability policy with a One Million Dollar ($1,000,000.00) combined single 
limit for bodily injury and property damage, including Products Liability, 
Contractual Liability, and all standard policy form extensions.  The policy 
must provide a Two Million Dollar ($2,000,000.00) general aggregate (per 
location, if multi-location risk) and be written on an "occurrence form".  
The policy will include extensions for Liquor Legal Liability and Employee 
Benefits Legal Liability coverages.  The policy will also include 
Professional Liability coverage for all exposures associated with the 
operation of health clubs/spa facilities.  If the general liability policy 
contains a self-insured retention, it shall be no greater than One Hundred 
Thousand Dollars ($100,000.00) per occurrence, with an aggregate retention of 
no more than Two Million Five Hundred Thousand Dollars ($2,500,000.00), 
including expenses.

                 The policy shall be endorsed to include Agent Bank as an 
additional insured on behalf of the Banks.  Definition of additional insured 
shall include all officers, directors, employees, agents and representatives 
of the additional insured.  The coverage for additional insured shall apply 
on a primary basis irrespective of any other insurance whether collectible or 
not (ISO Endorsement Form CG 20261185 Additional Insured - Designated Person 
or Organization or Equivalent).

                 g.      AUTOMOBILE.  Borrowers shall maintain a 
comprehensive Automobile Liability Insurance Policy written under coverage 
"symbol 1", providing a One Million Dollar ($1,000,000.00) combined single 
limit for bodily injury and property damage covering all owned, non-owned and 
hired vehicles of the Borrowers.  If the policy contains a self insured 
retention it shall be no greater than One Hundred Thousand Dollars 
($100,000.00) per occurrence with an aggregate retention of no more than Two 
Million Five Hundred Thousand Dollars ($2,500,000.00) including expenses.  
The following additional coverages must be purchased by Borrowers:

                 (i)     GARAGE LIABILITY.  A One Million Dollar ($1,000,000.00)
          combined single limit for bodily and property damage for the garage
          operation.

                 (ii)    GARAGEKEEPERS LEGAL LIABILITY.  One Million Dollar
          ($1,000,000.00) limit for comprehensive and collision coverages for
          physical damage to vehicles in the Borrowers' care, custody and
          control.  The policy can be subject to a 

                                     -122-
<PAGE>


          deductible of no greater than Five Thousand Dollars ($5,000.00) for 
          each auto and Twenty-Five Thousand Dollars ($25,000.00) for each loss.

                 h.      WORKERS COMPENSATION AND EMPLOYERS LIABILITY 
INSURANCE. Borrowers shall maintain a standard workers compensation policy or 
policies covering the states of Nevada, Colorado, Iowa and any other state 
where the Borrower Consolidation is operating, including employers liability 
coverage subject to a limit of no less than One Million Dollars 
($1,000,000.00) each employee, One Million Dollars ($1,000,000.00) each 
accident, One Million Dollars ($1,000,000.00) policy limit.  The policy shall 
include endorsements for Voluntary Compensation Coverage, Stop Gap Liability, 
Long-Shoreman's and Harbors Workmans Compensation Act and Maritime Coverages 
(as applicable).  If the Borrowers have elected to self-insure Workers 
Compensation coverage in the State of Nevada, the Agent Bank must be 
furnished with a copy of the certificate from the state permitting 
self-insurance and evidence of a Stop Loss/Aggregate Excess Workers 
Compensation policy with a specific retention of no greater than Three 
Hundred Thousand Dollars ($300,000.00).

                 i.      MARINE INSURANCE (FOR ALL VESSELS OWNED, LEASED OR 
FOR WHICH THE BORROWER IS LEGALLY LIABLE).

                 (i)      HULL AND MACHINERY COVERAGE.  This policy will provide
          the broadest "all risk" form available (including SR & CC and war risk
          extensions) property coverage covering each vessel for physical damage
          at a value that represents one hundred percent (100%) of the
          replacement cost for each vessel.  The policy will include Agreed
          Amount (waving co-insurance), Replacement Cost Valuation and Liner
          Negligence Clause endorsements.  The policy may contain a deductible
          of no greater than Two Hundred Fifty Thousand Dollars ($250,000.00)
          per occurrence.  This policy shall include appropriate mortgagee,
          breach of warranty and loss payee endorsements in favor of Agent Bank.

                 (ii)  CASINO BOAT BUSINESS INTERRUPTION. Borrowers will
          purchase business interruption coverage under a "comprehensive
          facility form" indemnifying each vessel operation for loss of net
          profits and continuing expenses (including debt service) for loss
          arising from casualty to the vessel and any other cause beyond the
          control of 

                                     -123-
<PAGE>

          the Borrowers.  The limit purchase must represent no less
          than seventy-five percent (75%) of the annual net profit plus
          continuing expenses.  The policy may have a deductible of no greater
          than fourteen (14) days for each vessel.  This coverage will be
          specifically endorsed to include Agent Bank as loss payee.

                 (iii) PROTECTION AND INDEMNITY.  The protection and indemnity
          coverage will be written with One Million Dollars ($1,000,000.00)
          combined single limit for bodily injury and property damage, including
          all standard policy form extensions.  The policy shall be written on
          an occurrence form.  The Agent Bank on behalf of the Lenders will be
          included as an additional insured under the policy.

                 (iv)     COMPREHENSIVE POLLUTION LIABILITY.  Borrower shall
          purchase Comprehensive Pollution Liability coverage with a limit of no
          less than Ten Million Dollars ($10,000,000.00) per incident covering
          any loss or damage resulting from any discharge, emission, spillage or
          leakage on or into water, including governmental mandated cleanups.
          The limits can be secured through the purchase of Primary and Excess
          policies as long as all coverages follow form.  The Agent Bank and
          other Lenders will be included as Additional Insureds under the
          policy.

                 j.      AIRCRAFT POLICY.  Borrowers shall maintain aircraft 
liability coverage with a limit of no less Fifty Million Dollars 
($50,000,000.00) on all owned and leased aircraft.  The policy shall also 
provide physical damage coverage for all "owned" aircraft with a deductible 
of no greater than Fifty Thousand Dollars ($50,000.00).

                 k.      UNDERGROUND STORAGE TANK LIABILITY.  Borrowers shall 
maintain an underground storage tank liability policy providing first party 
(property damage) and third party (bodily/property damage) coverages for 
environmental claims resulting from underground storage tanks at the 
Hotel/Casino Facilities.  The policy will include coverage for all 
governmental and regulatory agency mandated clean ups.  The policy shall 
provide a limit of no less than Five Million Dollars ($5,000,000.00) for each 
occurrence.  The policy may contain a deductible of no greater than Five 
Hundred Thousand Dollars ($500,000.00) for first and third party claims.  
This 

                                     -124-
<PAGE>

provision may be satisfied in part by HTMC's participation in and compliance 
with NRS 590.700 through 590.920, inclusive, and the regulations promulgated 
thereunder.  Borrowers shall provide Agent Bank proof of registration of all 
regulated underground storage tanks.

                 l.      If Borrowers' general liability and automobile 
policies include a self-insured retention, it is agreed and fully understood 
that Borrowers are solely responsible for payment of all amounts due within 
said self-insured retentions.  Any Indemnification/Hold Harmless provision is 
extended to cover all liabilities associated with said self-insured 
retentions.

                 m.      UMBRELLA/BUMBERSHOOT LIABILITY.  An 
Umbrella/Bumbershoot Liability policy shall be purchased with a limit of not 
less than One Hundred Million Dollars ($100,000,000.00) providing excess 
coverage over all limits and coverages indicated in paragraphs (f), (g), (h) 
and (i)(iii) and (iv) above.  The limits can be obtained by a combination of 
Primary and Excess Umbrella/Bumbershoot policies, provided that all layers 
follow form with the underlying policies indicated in (f), (g), (h) and 
(i)(iii) and (iv) and are written on an "occurrence" form.  This policy shall 
be endorsed to include the Agent Bank as an additional insured on behalf of 
the Banks.

                 n.      All policies indicated above shall be written with 
insurance companies licensed and admitted to do business in all states where 
the Borrower Consolidation, or any of them, is operating and shall be rated 
no lower than "A XII" in the most recent addition of A.M. Best and "AA" in 
the most recent edition of Standard & Poor's, or such other carrier 
reasonably acceptable to Agent Bank.  All policies discussed above shall be 
endorsed to provide that in the event of a cancellation, non-renewal or 
material modification, Agent Bank shall receive thirty (30) days prior 
written notice thereof.  The Borrowers shall furnish Agent Bank with 
Certificates of Insurance executed by an authorized agent evidencing 
compliance with all insurance provisions discussed above on an annual basis.  
The Borrowers shall also furnish policy endorsements evidencing Agent Bank's 
appropriate status (mortgagee, loss payee, additional insured, etc.) under 
each policy.  Certificates of Insurance executed by an authorized agent of 
each carrier providing insurance evidencing continuation of all coverages 
will be provided on the Closing Date and annually on or before ten (10) days 
prior to the expiration of each policy.  All certificates and other notices 

                                     -125-
<PAGE>

related to the insurance program shall be delivered to Agent Bank 
concurrently with the delivery of such certificates or notices to such 
carrier or to Borrowers, or any of them, as applicable.

                 o.      Any other insurance reasonably requested by Agent 
Bank or Requisite Lenders in such amounts and covering such risks as may be 
reasonably required and customary in the hotel/casino industry in locations 
of the Hotel/Casino Facilities.

          Section 5.10.  TAXES.  Throughout the term of the Credit Facility, 
Borrowers shall prepare and timely file or cause to be prepared and timely 
filed all material federal, state and local tax returns required to be filed 
by them, and Borrowers shall pay and discharge prior to delinquency all 
material taxes, assessments and other governmental charges or levies imposed 
upon them, or in respect of any of their respective properties and assets 
except such taxes, assessments and other governmental charges or levies, if 
any, as are being contested in good faith by Borrowers in the manner which is 
set forth for such contests by Section 4.07 herein.

          Section 5.11.  NOTICE OF CONTESTED MATTERS.  Borrowers shall 
promptly, but in any event no later than thirty (30) days following actual 
knowledge thereof by any senior executive officer, give Agent Bank written 
notice of all matters described in Section 5.04 and 5.10, which are being 
contested in the manner described therein, involving amounts in excess of Two 
Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate.

          Section 5.12.  ADVANCES.  Until Bank Facility Termination, if any 
Borrower should fail (i) to perform or observe, or (ii) to cause to be 
performed or observed, any covenant or obligation of such Borrower under this 
Credit Agreement or any of the other Loan Documents to pay any premium for 
the maintenance of the insurance coverages required under Section 5.09 or 
fail to pay any rent or payment obligation under any of the Land Leases, the 
failure of which could reasonably be expected to result in a Material Adverse 
Change, then Agent Bank, upon the giving of reasonable notice to the 
Borrowers and the approval of Requisite Lenders, may (but shall be under no 
obligation to) take such steps as are necessary to remedy any such 
non-performance or non-observance and provide for payment thereof.  All 
amounts reasonably advanced by Agent Bank or Lenders pursuant to this Section 

                                     -126-
<PAGE>

5.12 shall become an additional obligation of Borrowers to Lenders secured by 
the Security Documentation and other Loan Documents, shall reduce the amount 
of Available Borrowings and shall become due and payable by Borrowers on the 
next interest payment date, together with interest thereon at a rate per 
annum equal to the Default Rate (such interest to be calculated from the date 
of such advancement to the date of payment thereof by Borrowers).

          Section 5.13.  FURTHER ASSURANCES.  Borrowers, Agent Bank and each 
of the Banks will, at the expense of the Borrowers, do, execute, acknowledge 
and deliver, or cause to be done, executed, acknowledged and delivered, such 
amendments or supplements hereto or to any of the Loan Documents and such 
further documents, instruments and transfers as any such party may reasonably 
require for the curing of any defect in the execution or acknowledgement 
hereof or in any of the Loan Documents, or in the description of the 
Collateral Properties or other Collateral or for the proper evidencing of 
giving notice of each lien or security interest securing repayment of the 
Bank Facilities. Further, upon the execution and delivery of the Security 
Documentation and each of the Loan Documents and thereafter, from time to 
time, Borrowers shall cause the Security Documentation and each of the Loan 
Documents and each amendment and supplement thereto to be filed, registered 
and recorded and to be refiled, re-registered and re-recorded in such manner 
and in such places as may be reasonably required by the Requisite Lenders or 
Agent Bank, in order to publish notice of and fully protect the liens of the 
Security Documentation and to protect or continue to perfect the security 
interests created by the Security Documentation in the Collateral and to 
perform or cause to be performed from time to time any other actions required 
by law and execute or cause to be executed any and all instruments of further 
assurance that may be necessary for such publication, perfection, 
continuation and protection.

          Section 5.14.  INDEMNIFICATION.  Borrowers agree to and do hereby
jointly and severally indemnify, protect, defend and save harmless Agent Bank
and each of the Banks and their respective directors, trustees, officers,
employees, agents, attorneys and shareholders (individually an "Indemnified
Party" and collectively the "Indemnified Parties") from and against any and all
losses, damages, expenses or liabilities of any kind or nature from any
investigations, suits, claims, demands or other proceedings, including
reasonable counsel fees incurred in investigating or defending such claim,
suffered by any of them and caused by, relating to, arising 

                                     -127-
<PAGE>

out of, resulting from, or in any way connected with this Credit Agreement, 
with any other Loan Document or with the transactions contemplated herein and 
thereby; provided, however, Borrowers shall not be obligated to indemnify, 
protect, defend or save harmless an Indemnified Party if, and to the extent, 
the loss, damage, expense or liability was caused by (a) the gross negligence 
or intentional misconduct of such Indemnified Party, or (b) the breach of 
this Credit Agreement or any other Loan Document by such Indemnified Party or 
the breach of any laws, rules or regulations by an Indemnified Party (other 
than those breaches of laws arising from any Borrower's default).  In case 
any action shall be brought against any Indemnified Party based upon any of 
the above and in respect to which indemnity may be sought against Borrowers, 
Agent Bank shall promptly notify Borrowers in writing, and Borrowers shall 
assume the defense thereof, including the employment of counsel selected by 
Borrowers and reasonably satisfactory to Agent Bank, the payment of all costs 
and expenses and the right to negotiate and consent to settlement.  Upon 
reasonable determination made by an Indemnified Party that such counsel would 
have a conflict representing such Indemnified Party and Borrowers, the 
applicable Indemnified Party shall have the right to employ, at the expense 
of Borrowers, one separate counsel in any such action and to participate in 
the defense thereof.  Borrowers shall not be liable for any settlement of any 
such action effected without their consent, but if settled with Borrowers' 
consent, or if there be a final judgment for the claimant in any such action, 
Borrowers agree to indemnify, defend and save harmless such Indemnified 
Parties from and against any loss or liability by reason of such settlement 
or judgment.  In the event that any Person is adjudged by a court of 
competent jurisdiction not to have been entitled to indemnification under 
this Section 5.14, it shall repay all amounts with respect to which it has 
been so adjudged, together with interest thereon at the Base Rate plus the 
Applicable Margin.  If and to the extent that the indemnification provisions 
contained in this Section 5.14 are unenforceable for any reason, the 
Borrowers hereby agree to make the maximum contribution to the payment and 
satisfaction of such obligations that is permissible under applicable law.  
The provisions of this Section 5.14 shall survive the termination of this 
Credit Agreement, the repayment of the Bank Facilities and the assignment or 
subparticipation of all or any portion of the Syndication Interest held by 
any Lender pursuant to Section 10.10.

                                     -128-
<PAGE>

          Section 5.15.  INSPECTION OF THE COLLATERAL AND APPRAISAL.  Until 
Bank Facility Termination, Borrowers shall provide or cause to be provided to 
Banks and any authorized representatives of Banks, accompanied by 
representatives of Borrowers, the reasonable right of entry and free access 
to the Hotel/Casino Facilities to inspect same on reasonable prior notice to 
Borrowers during normal business hours.  If at any time a Qualified Appraisal 
of the Hotel/Casino Facilities, or any of them, is required to be made by any 
banking regulatory authority or, after the occurrence of an Event of Default, 
determined to be necessary by Agent Bank or Requisite Lenders, Borrowers 
agree to pay all reasonable fees, costs and expenses incurred by Agent Bank 
in connection with the preparation of such Qualified Appraisal; provided that 
Borrowers shall not be required to pay for more than one (1) Qualified 
Appraisal during each Fiscal Year.

          Section 5.16.  COMPLIANCE WITH OTHER LOAN DOCUMENTS, EXECUTION OF 
SUBSIDIARY GUARANTIES AND PLEDGE OF RESTRICTED SUBSIDIARY STOCK.  Borrowers 
shall comply with each and every term, condition and agreement contained in 
the Loan Documents to which they, or any of them, are a party.  Borrowers 
shall notify Agent Bank in writing on or before ten (10) Banking Business 
Days following the creation of each Subsidiary, together with a description 
of each New Venture owned or to be acquired by such Subsidiary.  Borrowers 
shall cause each Restricted Subsidiary created or otherwise occurring from 
time to time following the Closing Date to join in the execution of the 
Subsidiary Guaranty in favor of Agent Bank and to deliver the original 
thereof, or a duly executed Certificate of Joinder in the form attached to 
the Subsidiary Guaranty as Exhibit A, to Agent Bank promptly, but in no event 
later than thirty (30) days following the creation or other occurrence of 
such Restricted Subsidiary.  HCR shall deliver the applicable original stock 
certificates and shall execute or cause to be executed a Stock Pledge 
(Gaming) or Stock Pledge (General), as applicable, no later than thirty (30) 
days following the creation or other occurrence of each Restricted 
Subsidiary.  In the case of a Stock Pledge (Gaming), HCR shall use all 
reasonable efforts to cause all necessary Governmental Authorities to consent 
to the delivery of the applicable stock certificates, together with a stock 
power executed in blank, to Agent Bank as soon as reasonably practical.  In 
the case of a Stock Pledge (General), the applicable stock certificates, 
together with a stock power executed in blank, shall be delivered to Agent 
Bank concurrently with the execution of the Stock Pledge (General).  If any 
Restricted Subsidiary is redesignated as an Unrestricted Subsidiary in 
accordance with 

                                      -129-
<PAGE>

this Credit Agreement, then the Lenders and the Agent Bank shall promptly 
take such actions as may be reasonably required by the Borrowers, at 
Borrowers' expense, to cause such Person to be released from its obligations 
under the Subsidiary Guaranty and the stock of such Person to be released 
from the Stock Pledge (General) or Stock Pledge (Gaming), as applicable.

          Section 5.17.  SUITS OR ACTIONS AFFECTING BORROWERS.  Until Bank 
Facility Termination, Borrowers shall promptly advise Agent Bank in writing 
within ten (10) Banking Business Days of Borrowers' knowledge of (a) any 
claims, litigation, proceedings or disputes (whether or not purportedly on 
behalf of Borrowers, or any of them) against, or to the actual knowledge of 
Borrowers, threatened or affecting Borrowers, or any of them, which could 
reasonably be expected to result in an award of monetary damages in excess of 
Three Million Dollars ($3,000,000.00), (b) any material labor controversy 
resulting in or threatening to result in a strike against the Hotel/Casino 
Facilities, or (c) any proposal by any Governmental Authority to acquire any 
of the material assets or business of Borrowers.

          Section 5.18.  ACCOUNT ANALYSIS OF OPERATING ACCOUNTS.  Until Bank 
Facility Termination, the Borrower Consolidation shall maintain the 
Designated Deposit Account at the principal office of Agent Bank to 
facilitate the operational process of the Bank Facilities.  Until Bank 
Facility Termination, all operating and payroll accounts maintained by 
Borrowers at a branch of the Agent Bank shall be maintained on at least a 
break-even basis, in accordance with monthly analysis reports, settled 
quarterly.

          Section 5.19.  CONSENTS OF AND NOTICES TO GAMING AUTHORITIES.

                 a.      On or before the Merger Effective Date, HCR shall make
all necessary applications to and procure all necessary consents and approvals
of the applicable Gaming Authorities to the: (i) pledge of the stock of HTMC,
HCRSC, HCCMC and HIMC pursuant to the HCR Stock Pledges, (ii) the restrictions
on transfer and hypothecation of the stock of HTMC, HCRSC, HIMC and HCCMC
contained in Sections 6.16 and 7.01(o) and (p), and (iii) the terms set forth in
the Credit Agreement and each of the Loan Documents, to the extent which may be
required by Colorado Gaming Authorities and the Iowa Gaming Authorities, except
as may be required in connection 

                                     -130-
<PAGE>

with the exercise or remedies under the Security Documentation following an 
Event of Default; and

                 b.      Borrowers shall make all required reports and 
disclosures to the applicable Gaming Authorities, including, but not limited 
to, reporting this Credit Facility transaction within the time period 
required by Regulation 8.130(2) of the Regulations of the Nevada Gaming 
Authorities and as may be required by the Colorado Gaming Authorities and the 
Iowa Gaming Authorities.

          Section 5.20.  TRADENAMES, TRADEMARKS AND SERVICEMARKS.  Borrowers 
shall not assign or in any other manner alienate their interest in any 
material tradenames, trademarks or servicemarks relating or pertaining to the 
Hotel/Casino Facilities during the term of the Credit Facility, except 
pursuant to the Security Documentation.  Borrowers shall not change their 
names without first giving thirty (30) days prior written notice to Agent 
Bank, together with evidence reasonably satisfactory to the Agent Bank that 
all notices and other documents required to be delivered, recorded or filed 
in order to perfect and protect the security interest granted by the 
Borrowers to the Banks in such trademarks, tradenames and servicemarks and 
the other Collateral have been so delivered, recorded and/or filed.

          Section 5.21.  NOTICE OF HAZARDOUS MATERIALS.  Within ten (10) 
Banking Business Days after Borrowers obtaining actual knowledge thereof, 
Borrowers shall immediately advise Agent Bank in writing and deliver a copy 
of (a) any and all enforcement, clean-up, removal or other governmental or 
regulatory actions expected to cost in excess of One Million Dollars 
($1,000,000.00) instituted, completed or threatened pursuant to any 
applicable Hazardous Materials Laws relating to any Hazardous Materials (as 
defined in the Environmental Certificate) affecting the Collateral;  (b) all 
claims made or threatened by any third party against Borrowers or the 
Hotel/Casino Facilities in excess of One Million Dollars ($1,000,000.00) 
relating to damage, contribution, cost recovery compensation, loss or injury 
resulting from any Hazardous Materials (the matters set forth in clauses (a) 
and (b) above are hereinafter referred to as "Hazardous Materials Claims"); 
and (c) the discovery of any occurrence or condition on any real property 
adjoining or in the vicinity of the Hotel/Casino Facilities that could 
reasonably be expected to cause the Borrowers, or any of them, or any part 
thereof to be classified as a "border-zone property" under the provisions of, 
or to be otherwise subject to any restrictions on the 

                                     -131-
<PAGE>

ownership, occupancy, transferability or use of the Hotel/Casino Facilities 
under, any Hazardous Materials Laws.

          Section 5.22.  COMPLIANCE WITH STATUTES, ETC.  HCR will, and will 
cause each of its Subsidiaries to, comply with all applicable statutes, 
regulations and orders of, and all applicable restrictions imposed by, all 
Governmental Authorities, domestic or foreign, in respect of the conduct of 
its business and the ownership of its property (including applicable 
statutes, regulations, orders and restrictions relating to environmental 
standards and controls) where non-compliance could reasonably be expected to 
result in a Material Adverse Change.

          Section 5.23.  COMPLIANCE WITH ACCESS LAWS.

                 a.      Borrowers agree that Borrowers, the Hotel/Casino 
Facilities and the Collateral Properties shall at all times comply in all 
material respects with the requirements of the Americans with Disabilities 
Act of 1990; the Fair Housing Amendments Act of 1988; and other federal, 
state or local laws or ordinances related to disabled access; or any statute, 
rule, regulation, ordinance, order of Governmental Authorities, or order or 
decree of any court adopted or enacted with respect thereto, as now existing 
or hereafter amended or adopted (collectively, the "Access Laws").  At any 
time (but no more frequently than once annually), Agent Bank may require a 
certificate of compliance with the Access Laws.  Agent Bank may also require 
a certificate of compliance (but no more frequently than once annually) with 
the Access Laws from an architect, engineer, or other third party acceptable 
to Agent Bank.

                 b.      Borrowers agree to give prompt written notice to 
Agent Bank of the receipt by Borrowers of any claims of violation of any of 
the Access Laws and of the commencement of any proceedings or investigations 
which relate to compliance with any of the Access Laws (except proceedings or 
investigations which do not involve material claims of violation or 
non-compliance).

                 c.      Borrowers shall indemnify, defend and hold harmless
Indemnified Parties from and against any and all claims, demands, damages,
costs, expenses, losses, liabilities, penalties, fines and other proceedings
including, without limitation, reasonable attorneys' fees and expenses arising
directly or indirectly from or out of or in any way connected with any failure
of the Hotel/Casino Facilities or 

                                     -132-
<PAGE>

the Collateral Properties to comply with any of the Access Laws.  The 
obligations and liabilities of Borrowers under this section shall survive 
Bank Facility Termination, but shall terminate upon any satisfaction, 
assignment, judicial or nonjudicial foreclosure proceeding, or delivery of a 
deed in lieu of foreclosure for violations relating to conditions not in 
existence as of the date of such satisfaction, assignment, judicial or 
nonjudicial foreclosure proceeding or deed in lieu of foreclosure.

          Section 5.24.  DESIGNATION OF BANK FACILITIES AS DESIGNATED SENIOR 
DEBT.  Concurrently with the occurrence of the Merger Effective Date, HCR 
shall cause the Bank Facilities to be designated as "Designated Senior Debt" 
as defined and described in the Indenture pursuant to an officers' 
certificate issued by HCR and delivered to the trustee under the Indenture, 
all in accordance with the requirements and procedures set forth in the 
Indenture.

          Section 5.25.  PROHIBITION ON PREPAYMENT OR DEFEASANCE OF SENIOR 
SUBORDINATED NOTES.  Notwithstanding anything contained in the Credit 
Agreement to the contrary, none of Borrowers nor any Subsidiary of Borrowers 
shall, except with the prior written consent of the Requisite Lenders, 
purchase, redeem, retire or otherwise acquire for value, or set apart any 
money for a sinking, defeasance or other analogous fund for, the purchase, 
redemption, retirement or other acquisition of, or make any voluntary payment 
or prepayment of the principal of or interest on, or any other amount owing 
in respect of, the Senior Subordinated Notes, except: (i) for regularly 
scheduled payments of principal and interest in respect of such Senior 
Subordinated Notes required pursuant to the instruments evidencing such 
Senior Subordinated Notes, (ii) prepayments, purchases, redemptions 
retirements, acquisitions or setting apart of money as aforesaid financed 
with the proceeds of other Subordinated Debt or as otherwise permitted under 
Section 6.11 herein, or (iii) for consent payments made to holders of the 
Senior Subordinated Notes pursuant to consents granted by such holders in 
connection with the Merger and the transactions related thereto.

          Section 5.26.  YEAR 2000 COMPLIANCE.  Borrowers shall perform all acts
reasonably necessary to ensure that (i) Borrowers and the hotel casino and
related businesses conducted by Borrowers at the Hotel/Casino Facilities become
Year 2000 Compliant in a timely manner.  Such acts shall include, without
limitation, performing a comprehensive review 

                                     -133-
<PAGE>

and assessment of all of Borrowers' material systems and adopting a detailed 
plan, with itemized budget, for the remediation, monitoring and testing of 
such systems.  As used in this paragraph, "Year 2000 Compliant" shall mean, 
in regard to any entity, that all material software, hardware, firmware, 
equipment, goods or systems of the Borrower Consolidation material to the 
business operations or financial condition of the Borrower Consolidation, 
will properly perform date sensitive functions before, during and after the 
year 2000.  Borrowers shall, promptly upon request, provide to Agent Bank 
such certifications or other evidence of Borrowers' compliance with the terms 
of this paragraph as Agent Bank or Requisite Lenders may from time to time 
reasonably require.

                                      ARTICLE VI

                                 FINANCIAL COVENANTS

          From and after the Closing Date, until payment in full of all sums 
owing hereunder and under the Notes and the occurrence of Bank Facilities 
Termination, the Borrower Consolidation agrees, as set forth below, to comply 
or cause compliance with the following:

          Section 6.01.  LEVERAGE RATIO.  Commencing as of the first Fiscal 
Quarter ending subsequent to the Closing Date and continuing as of each 
Fiscal Quarter end thereafter occurring until Bank Facilities Termination, 
the Borrower Consolidation shall maintain a Leverage Ratio no greater than 
the ratios described hereinbelow to be calculated as of the end of each 
Fiscal Quarter in accordance with the following schedule:

<TABLE>
<CAPTION>
                                                       Maximum
                 Fiscal Quarter End                 Leverage Ratio
                 ------------------                 --------------
<S>                                                 <C>
 As of the end of the first Fiscal Quarter
 following the Closing Date                          5.25 to 1.00

 As of the end of the second Fiscal Quarter
 following the Closing Date, through the end of
 the eighth Fiscal Quarter following the Closing
 Date                                                4.85 to 1.00

                                     -134-
<PAGE>

 As of the end of the ninth Fiscal Quarter
 following the Closing Date through the end of the
 twelfth Fiscal Quarter following the Closing Date   4.45 to 1.00

 As of the end of the thirteenth Fiscal Quarter
 following the Closing Date through the end of the
 sixteenth Fiscal Quarter following the Closing
 Date                                                4.00 to 1.00

 As of the end of the seventeenth Fiscal Quarter
 following the Closing Date, and as of the end of
 each Fiscal Quarter thereafter occurring until
 the occurrence of Bank Facilities Termination       3.75 to 1.00
</TABLE>

          Section 6.02.  SENIOR LEVERAGE RATIO.  Commencing as of the first 
Fiscal Quarter ending subsequent to the Closing Date and continuing as of 
each Fiscal Quarter end until Bank Facilities Termination, the Borrower 
Consolidation shall maintain a Senior Leverage Ratio no greater than the 
ratios described hereinbelow to be calculated as of the end of each Fiscal 
Quarter in accordance with the following schedule:

<TABLE>
<CAPTION>
                                                       Maximum
                 Fiscal Quarter End                 Leverage Ratio
                 ------------------                 --------------
<S>                                                 <C>
 As of the end of the first Fiscal Quarter
 following the Closing Date through the end of the
 eighth Fiscal Quarter following the Closing Date    3.00 to 1.00

 As of the end of the ninth Fiscal Quarter
 following the Closing Date  through the end of
 the twelfth Fiscal Quarter following the Closing
 Date                                                2.50 to 1.00

 As of the end of the thirteenth Fiscal Quarter
 following the Closing Date and as of the end of
 each Fiscal Quarter thereafter occurring until
 the occurrence of Bank Facilities Termination       2.25 to 1.00
</TABLE>

                                     -135-
<PAGE>

          Section 6.03.  FIXED CHARGE COVERAGE RATIO.  Commencing as of the 
first Fiscal Quarter ending subsequent to the Closing Date and continuing as 
of each Fiscal Quarter end until the occurrence of Bank Facilities 
Termination, the Borrower Consolidation shall maintain a Fixed Charge 
Coverage Ratio no less than 1.50 to 1.00.

          Section 6.04.  ADJUSTED FIXED CHARGE COVERAGE RATIO.  Commencing as 
of the first Fiscal Quarter ending subsequent to the Closing Date and 
continuing as of each Fiscal Quarter end until the occurrence of Bank 
Facilities Termination, the Borrower Consolidation shall maintain an Adjusted 
Fixed Charge Coverage Ratio no less than 1.10 to 1.00.

          Section 6.05.  MINIMUM NET WORTH.  The Borrower Consolidation shall 
maintain as of the end of each Fiscal Quarter following the Closing Date, a 
Net Worth equal to or greater than the sum of (a) ninety percent (90%) of the 
Net Worth of the Borrower Consolidation as of the Closing Date, after giving 
effect to the Merger, the payment of the Merger Consideration and all related 
fees and expenses incurred in connection therewith, and the incurrence of 
Indebtedness in connection therewith, plus (b) ninety percent (90%) of Net 
Income of the Borrower Consolidation after taxes realized as of each Fiscal 
Quarter end occurring on and after the Closing Date (without reduction for 
any net losses), plus (c) seventy-five percent (75%) of the proceeds received 
in Cash or Cash Equivalents (net of reasonable expenses, including, without 
limitation, underwriting commissions and discounts and legal and accounting 
costs, if any) from all additional Equity Offerings made after the Closing 
Date, other than with respect to the proceeds of Equity Offerings which have 
been declared and identified for Investment in Unrestricted Subsidiaries 
under Section 6.08(p), less (d) one hundred percent (100%) of all Investments 
in Unrestricted Subsidiaries, exclusive of any Investments made pursuant to 
Section 6.08(p), plus (e) to the extent not included as Net Income of the 
Borrower Consolidation in subsection (b) above, one hundred percent (100%) of 
the amount of all Investment Returns (other than Investment Returns with 
respect to Investments made pursuant to Section 6.08(p) or Investment Returns 
constituting interest).

          Section 6.06.  CAPITAL EXPENDITURE REQUIREMENT.  During each Fiscal 
Year, commencing with the Fiscal Year commencing December 1, 1998, Borrowers 
shall make or cause to be made, Capital Expenditures to the Hotel/Casino 
Facilities in a minimum aggregate amount equal to or greater than two 

                                     -136-
<PAGE>

percent (2%) of gross revenues ("Minimum Cap Ex Requirement") derived from 
the Hotel/Casino Facilities by the Borrower Consolidation during the 
immediately preceding Fiscal Year.  Provided further, however, to the extent 
Borrowers spend less than the minimum amount required for Capital 
Expenditures during any Fiscal Year, the unused amount shall be set aside in 
a reserve account and shall be expended by Borrowers during the next 
occurring Fiscal Year in addition to the minimum aggregate amount required 
during the next occurring Fiscal Year.  No Default or Event of Default under 
this Section 6.06 will be deemed to occur until such time as the unused 
amount set aside in the reserve account is not utilized in such next 
occurring Fiscal Year.

          Section 6.07.  CONTINGENT LIABILITY(IES).  The Borrower 
Consolidation shall not directly or indirectly incur any Contingent 
Liability(ies) in excess of the cumulative aggregate principal amount of Ten 
Million Dollars ($10,000,000.00) at any time outstanding without the prior 
written consent of Majority Lenders.  In no event shall any Contingent 
Liabilities be secured by a Lien on any property or assets of any member of 
the Borrower Consolidation.

          Section 6.08.  INVESTMENT RESTRICTIONS.  Other than Investments 
permitted herein or approved in writing by Majority Lenders, the Borrower 
Consolidation shall not make any Investments (whether by way of loan, stock 
purchase, capital contribution, or otherwise) other than the following:

                 (a)     Cash, Cash Equivalents and direct obligations of the 
United States Government;

                 (b)     Prime commercial paper (AA rated or better);

                 (c)     Certificates of Deposit or Repurchase Agreement 
issued by a commercial bank having capital surplus in excess of One Hundred 
Million Dollars ($100,000,000.00);

                 (d)     Money market or other funds of nationally recognized 
institutions investing solely in obligations described in (a), (b) and (c) 
above;

                 (e)     Loans and advances to officers, employees and 
directors in the ordinary course of business not exceeding Five Hundred 
Thousand Dollars ($500,000.00) in the aggregate at any one time; and

                                     -137-
<PAGE>

                 (f)     Investments in Unrestricted Subsidiaries at the 
discretion of Borrowers up to the maximum cumulative aggregate amount of 
Sixty Million Dollars ($60,000,000.00) (without giving effect to Investments 
made pursuant to subsection (p) below), measured by the amount actually 
invested without adjustment for subsequent increases or decreases in the 
value of such Investment, but the outstanding aggregate amount of such 
Investments shall be deemed reduced by the aggregate amount of Investment 
Returns received by the Borrower Consolidation;

                 (g)     Investments in Restricted Subsidiaries and any 
member of the Borrower Consolidation, so long as after giving effect to such 
Investment no Default or Event of Default would result from the making of 
such Investment;

                 (h)     Capital Expenditures for the Hotel/Casino Facilities 
during each Fiscal Year;

                 (i)     Investments received by any member of the Borrower 
Consolidation from any other member of the Borrower Consolidation;

                 (j)     Investments received in settlement of arms-length 
disputes with non-Affiliates of Borrowers;

                 (k)     Investments received as consideration for asset 
sales made in arms-length transactions for fair market consideration;

                 (l)     extensions of credit to customers in the ordinary 
course of business;

                 (m)     Contingent Liabilities and Indebtedness permitted to 
be incurred under Sections 6.07 and 6.10;

                 (n)     Accounts receivable, endorsements for collection or 
deposits arising in the ordinary course of business;

                 (o)     Investments relating to obligations of employees or 
management of Borrower Consolidation relating to the purchase by such Persons 
of equity interests in the Borrower Consolidation;

                 (p)     Investments in Unrestricted Subsidiaries may be made in
excess of the amount permitted pursuant to clause (f), provided that such excess
amount is funded through 

                                     -138-
<PAGE>

capital contributions, additional paid in capital or equity investments in 
HCR or through Equity Offerings, in each case which have been declared and 
identified by HCR prior to the funding of such capital contribution, 
additional paid in capital, equity investment or Equity Offering for 
investment in Unrestricted Subsidiaries and provided further that Investments 
pursuant to this subsection (p) may be made at any time, regardless of 
whether Investments are then permitted to be made under Subsection (f) above;

                 (q)     Investments by the Borrower Consolidation in a 
Person engaged in a business related to the business of the Borrower 
Consolidation if as a result thereof such Person becomes a member of the 
Borrower Consolidation or such Person is merged, consolidated or amalgamated 
with or into or transfers or conveys all or substantially all of its assets 
to, or is liquidated into any member of the Borrower Consolidation; and

                 (r)     Investments of a Person that becomes a member of the 
Borrower Consolidation or is merged, consolidated or amalgamated with or into 
or transfers or conveys all or substantially all of its assets to, or is 
liquidated into any member of the Borrower Consolidation.

          Section 6.09.  TOTAL LIENS.  The Borrower Consolidation shall not 
directly or indirectly, create, incur, assume or permit to exist any Lien on 
or with respect to any of their respective assets or any of the Collateral, 
whether now owned or hereafter acquired, or any income or profits therefrom, 
or file or permit the filing of, or permit to remain in effect, any financing 
statement or other similar notice of any Lien with respect to any of the 
Collateral under the Uniform Commercial Code of any State or under any 
similar recording or notice statute, except:

                 (a)     Permitted Encumbrances;

                 (b)     Liens granted or permitted pursuant to the Security 
Documentation, which secure obligations of the Borrower Consolidation under 
the Loan Documents and Secured Interest Rate Hedges;

                 (c)     Liens on the FF&E and other goods securing Indebtedness
to finance the purchase price thereof; PROVIDED that (i) such Liens shall extend
only to the equipment and other goods and FF&E so financed and the proceeds
thereof, and (ii) such Liens shall not secure an 

                                     -139-
<PAGE>

outstanding principal amount of Indebtedness in excess of Twenty-Five Million 
Dollars ($25,000,000.00) in the aggregate at any time; and

                 (d)     The Liens set forth on the Schedule of Liens marked 
"Schedule 6.09" attached hereto and by this reference incorporated herein and 
made a part hereof.

          Section 6.10.  LIMITATION ON INDEBTEDNESS.  The Borrower 
Consolidation will not incur any Indebtedness, except as specifically 
permitted hereinbelow:

                 a.      Interest Rate Hedges up to the maximum aggregate 
notional principal amount of Seventy-Five Million Dollars ($75,000,000.00) at 
any time outstanding;

                 b.      Unsecured Indebtedness, Secured Indebtedness 
permitted under Section 6.09(c) and Capital Lease Liabilities up to the 
maximum cumulative aggregate principal amount of Twenty-Five Million Dollars 
($25,000,000.00) at any time outstanding, provided that in no event shall 
unsecured Indebtedness under this subsection (b) exceed Ten Million Dollars 
($10,000,000.00) in the aggregate;

                 c.      Subordinated Debt, provided that one hundred percent 
(100%) of the principal amount of such Subordinated Debt, not otherwise 
applied to repay, retire, redeem, defease or otherwise acquire other 
Subordinated Debt, in excess of the sum of (x) One Hundred Fifty Million 
Dollars ($150,000,000.00) plus (y) all costs, fees and expenses (including 
without limitation underwriting, placement, financial advisory and similar 
fees and expenses) incurred in connection with the placement or incurrence of 
such Subordinated Debt plus (z) all premium and interest paid with respect to 
Indebtedness refinanced, retired, defeased, replaced or repaid with the 
proceeds of such Subordinated Debt, shall be used by the Borrower 
Consolidation to make a Voluntary Permanent Reduction promptly following the 
incurrence of such Subordinated Debt;

                 d.      The Bank Facilities and the Merger Consideration;

                 e.      Indebtedness (other than as described in clause (d))
existing as of the Merger Effective Date and not repaid on such date and any
Indebtedness incurred to refinance, retire, renew, defease or replace such
Indebtedness, so long as such Indebtedness so incurred does 

                                     -140-
<PAGE>

not have (i) a principal amount greater than the unpaid balance of 
Indebtedness being refinanced, retired, renewed, defeased or replaced or (ii) 
a maturity date earlier than the Indebtedness being refinanced, retired, 
renewed, defeased or replaced;

                 f.      Indebtedness between members of the Borrower 
Consolidation;

                 g.      Indebtedness constituting Investments permitted 
under Section 6.08;

                 h.      Indebtedness constituting Contingent Liabilities 
permitted to be incurred under Section 6.07;

                 i.      Indebtedness incurred by the Borrower Consolidation 
arising from agreements providing for indemnification, adjustment of purchase 
price or similar obligations, or from guarantees, letters of credit, bankers' 
acceptances, surety bonds or performance bonds securing the performance of 
the Borrower Consolidation to any Person acquiring all or a portion of the 
business or assets of the Borrower Consolidation to the extent such transfer 
is permitted by Section 6.14;

                 j.      Indebtedness in respect of performance bonds, 
bankers' acceptances, letters of credit and surety or appeal bonds entered 
into by the Borrower Consolidation in the ordinary course of their business;

                 k.      Indebtedness arising from the honoring by a bank or 
other financial institution of a check, draft or similar instrument 
inadvertently drawn against insufficient funds in the ordinary course of 
business; and

                 l.      Indebtedness of a Restricted Subsidiary acquired 
after the date hereof and Indebtedness of a corporation merged or 
consolidated with or into the Borrower or a Subsidiary after the date hereof, 
which Indebtedness in each case exists at the time of such acquisition, 
merger or consolidation and is not created in contemplation of such event and 
where such acquisition, merger or consolidation is permitted by this Credit 
Agreement.

          Section 6.11.  MINIMUM SUBORDINATED DEBT.  The Borrower Consolidation
shall maintain at all times commencing on the Closing Date and continuing until
the occurrence of Bank Facilities Termination, Subordinated Debt in an aggregate
principal amount no less than One Hundred Fifty Million Dollars
($150,000,000.00), provided that the required minimum amount of Subordinated
Debt as set forth above shall be 

                                      -141-
<PAGE>

reduced by the amount of (i) capital contributions, additional paid in 
capital, equity investments received by HCR and/or proceeds of Equity 
Offerings subsequent to the Merger Effective Date, other than those capital 
contributions, additional paid in capital, equity investments and/or Equity 
Offerings made pursuant to Section 6.08(p), (ii) the net proceeds received by 
the Borrower Consolidation from the issuance of Permitted Preferred Stock 
subsequent to the Merger Effective Date, and (iii) prepayments, purchases 
and/or redemptions made up to the maximum principal amount of Fifty Million 
Dollars ($50,000,000.00) on or before the ninetieth (90th) calendar day 
following the Merger Effective Date.

          Section 6.12.  RESTRICTION ON DISTRIBUTIONS.  During the period 
commencing on the Merger Effective Date and continuing until the occurrence 
of Bank Facility Termination, HCR shall not pay or declare any dividends or 
Distributions on capital stock (voting and non-voting) or Permitted Preferred 
Stock to its shareholders, other than dividends payable in kind in the form 
of additional shares of capital stock.  Notwithstanding the foregoing so long 
as no Event of Default has occurred and remains continuing or would result 
from the payment or making of such Distribution, the Borrower Consolidation 
may (i) purchase, redeem, defease, retire or otherwise acquire any shares of 
its capital stock effected through the issuance of capital stock (other than 
capital stock which, by its terms, matures or is mandatorily or optionally 
redeemable (other than in connection with a change of control, merger, 
consolidation or asset sale) prior to the Maturity Date), (ii) pay 
Distributions to redeem or purchase capital stock of Borrower Consolidation 
or options, warrants, or other securities convertible into capital stock of 
Borrower Consolidation from employees or directors of Borrower Consolidation, 
(iii) make Distributions for the purpose of permitting payments in lieu of 
fractional shares, (iv) make Distributions which are funded with Investment 
Returns received from Unrestricted Subsidiaries, in an amount not to exceed 
the aggregate amount of Investments (without deduction for Investment Returns 
received in respect of Investments) made in Unrestricted Subsidiaries 
pursuant to Section 6.08(p), (v) make Distributions to Affiliates which are 
otherwise prohibited under this Section 6.12, up to the maximum aggregate 
amount of Two Hundred Fifty Thousand Dollars ($250,000.00) during any Fiscal 
Year, for the purpose of paying (a) ordinary operating expenses of such 
Affiliate relating to such Affiliate's ownership of HCR, and (b) such 
Affiliate for performing services for the Borrower Consolidation, (vi) make 
Distributions to finance the Merger and the Merger Consideration and to pay 
costs, fees and expenses related to the Merger and all transactions related 
thereto, and (vii) pay Distributions to the holders of the 

                                     -142-
<PAGE>

capital stock (voting and non-voting) of HCR and to the holders of Permitted 
Preferred Stock so long as the Leverage Ratio of the Borrower Consolidation 
is less than or equal to 3.00 to 1.00 as of the most recently ended Fiscal 
Quarter.

          Section 6.13.  NO CHANGE OF CONTROL.  Until the occurrence of Bank 
Facility Termination, no Change of Control shall occur other than the Merger.

          Section 6.14.  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.  Other 
than as approved in writing by Majority Lenders, no member of the Borrower 
Consolidation shall wind up, liquidate or dissolve its affairs or enter into 
any transaction of merger or consolidation (except a merger or consolidation 
with another entity within the Borrower Consolidation), or convey, sell, 
lease or otherwise dispose of (or agree to do any of the foregoing at any 
future time prior to Bank Facility Termination) all or any material part of 
its respective property or assets (except to another entity within the 
Borrower Consolidation), except that the following shall be permitted: (i) 
the Merger and all transactions contemplated by the Merger Agreement, (ii) 
the Borrowers may make sales of inventory and other assets in the ordinary 
course of business, (iii) the Borrowers may, in the ordinary course of 
business, sell equipment and FF&E as provided in Section 5.01, (iv) HCR or 
any of its Subsidiaries may sell any Unrestricted Subsidiary or New Venture 
Investment (or all or a portion of its Investment therein) in exchange for 
its fair value, (v) mergers or consolidations so long as (x) no Default or 
Event of Default will occur after giving pro forma effect thereto for the 
prior four (4) Fiscal Quarters, (y) a Borrower is the surviving Person of 
such merger or consolidation and (z) the Net Worth of the Person being so 
merged or consolidated into a member of the Borrower Consolidation 
immediately prior to such merger or consolidation shall not exceed 
seventy-five percent (75%) of the Net Worth of the Borrower Consolidation 
immediately prior to such merger or consolidation, (vi) the license of 
software, trademarks, patents and other intellectual property, in a manner 
which will not materially adversely affect the Borrower Consolidation, and 
(vii) any sale or transfer permitted under Section 6.16.

          Section 6.15.  TRANSACTIONS WITH AFFILIATES.  Other than: (i) 
between and amongst the Borrower Consolidation, or (ii) in connection with 
Investments in a New Venture and/or New Venture Subsidiaries, (iii) payments 
permitted under Section 6.12, (iv) transactions arising in connection with 
the Merger, including, without limitation, payment of the Merger 
Consideration, (v) payments made in accordance with any employment agreements 
entered into by the Borrower or any 

                                     -143-
<PAGE>

Subsidiary in the ordinary course of business, and (vi) payments by the 
Borrower pursuant to any indemnification agreements with its directors and 
officers with respect to any action taken or omitted to be taken by such 
director or officer in such director's or officer's capacity as a director or 
officer of the Borrower or Subsidiary, no transactions shall be made by the 
Borrower Consolidation with Affiliates or Subsidiaries of the Borrower 
Consolidation other than arms length transactions for fair market value.

          Section 6.16.  NO TRANSFER OF OWNERSHIP.  HCR shall not transfer or 
hypothecate its ownership interests in any of the Operating Subsidiaries or 
any Restricted Subsidiary except in connection with the Merger and the 
Security Documentation.  Provided, however, Borrowers shall have the right to 
sell any Unrestricted Subsidiary or New Venture Investment (or all or a 
portion of its Investment therein) in exchange for its fair value.

          Section 6.17.  ERISA.  Borrowers shall:

                 a.      Not permit at any time any Pension Plan which is 
maintained by such Borrower, and use its best efforts not to permit any 
Pension Plan with respect to which such Borrower is obligated to contribute 
on behalf of its perspective employees, to:

                         (i)   engage in any nonexempt "prohibited transaction",
          as such term is defined in Section 4975 of the Code, which may
          reasonably be expected to result in material liability of such
          Borrower to the Pension Plan or the Pension Benefit Guaranty
          Corporation,

                         (ii) incur any material "accumulated funding
          deficiency", as that term is defined in Section 302 of ERISA, which
          may reasonably be expected to result in material liability of such
          Borrower to the Pension Plan or the Pension Benefit Guaranty
          Corporation.

                 b.      Upon such Borrower becoming aware thereof, promptly 
notify the Agent Bank of the occurrence of any "reportable event" (as defined 
in Section 4043 of ERISA) or of any non-exempt "prohibited transaction" (as 
defined in Section 4975 of the Code) with respect to any Pension Plan which 
is maintained by such Borrower or to which such Borrower is obligated to 
contribute on behalf of its employees or any trust created thereunder.

                                     -144-
<PAGE>

                 c.      Not, at any time, permit any Pension Plan which is 
maintained by such Borrower to fail to comply with ERISA or other applicable 
laws that would result in a Material Adverse Effect.

          Section 6.18.  MARGIN REGULATIONS.  No part of the proceeds of the 
Credit Facility, Swingline Facility or L/C Facility will be used by 
Borrowers, or any of them, in violation of or inconsistent with the 
provisions of Regulations T, U or X of the Board of Governors of the Federal 
Reserve System.

          Section 6.19.  LIMITATION ON ADDITIONAL SUBSIDIARIES.  No Operating 
Subsidiary shall create any additional Subsidiaries without the prior written 
consent of Majority Lenders.

          Section 6.20.  LIMITATION ON CONSOLIDATED TAX LIABILITY.  No 
Borrower shall be liable for federal income taxes relating to the taxable 
income of any Subsidiary or Affiliate of the Borrowers, or any of them, in 
excess of the amount of federal income taxes it would pay if reporting as a 
separate entity, unless such Borrower is fully reimbursed by such Subsidiary 
or Affiliate on or before the payment of such taxes.

          Section 6.21.  CHANGE IN ACCOUNTING PRINCIPLES.  Except as 
otherwise provided herein, if any changes in accounting principles from those 
used in the preparation of the most recent financial statements delivered to 
Agent Bank pursuant to the terms hereof are hereinafter required or permitted 
by the rules, regulations, pronouncements and opinions of the Financial 
Accounting Standards Board or the American Institute of Certified Public 
Accountants (or successors thereto or agencies with similar functions) and 
are adopted by the Borrowers with the agreement of their independent 
certified public accountants and such changes result in a change in the 
method of calculation of any of the financial covenants, standards or terms 
found herein, the parties hereto agree to enter into negotiations in order to 
amend such provisions so as to equitably reflect such changes with the 
desired result that the criteria for evaluating the financial condition of 
Borrowers shall be the same after such changes as if such changes had not 
been made; provided, however, that no change in GAAP that would affect the 
method of calculation of any of the financial covenants, standards or terms 
shall be given effect in such calculations until such provisions are amended, 
in a manner reasonably satisfactory to Agent Bank and Requisite Lenders, to 
so reflect such change in accounting principles.

                                     -145-
<PAGE>

                                   ARTICLE VII

                                EVENTS OF DEFAULT

          Section 7.01.  EVENTS OF DEFAULT.  Any of the following events and 
the passage of any applicable notice and cure periods shall constitute an 
Event of Default hereunder:

                 (a)     Any representation or warranty made by Borrowers or 
any Subsidiary of Borrowers pursuant to or in connection with this Credit 
Agreement, the Notes, the Environmental Certificate, or any other Loan 
Document or in any report, certificate, financial statement or other writing 
furnished by Borrowers or any Subsidiary of Borrowers in connection herewith, 
shall prove to be false, incorrect or misleading in any materially adverse 
aspect as of the date when made unless cured within thirty (30) days of the 
date when made if such representation or warranty is capable of being cured.

                 (b)     Borrowers shall have defaulted in the payment of any 
interest on the Revolving Credit Note or Swingline Note for a period of five 
(5) days from the date such payment is due or shall have defaulted in the 
payment of any principal on the Revolving Credit Note when due;

                 (c)     Any of the Security Documentation or any provision 
thereof shall cease to be in full force and effect in any material respect or 
shall cease to give the Agent Bank in any material respect the liens, rights, 
powers and privileges purported to be created thereby (other than as a result 
of any action or inaction by Agent Bank or any Bank) or the Borrowers shall 
default in the due performance or observance of any term, covenant or 
agreement on their part to be performed or observed pursuant to the Security 
Documentation for a period of thirty (30) days after written notice thereof 
is delivered to Borrowers by Agent Bank (or such shorter period following 
such notice as may be specified in any Loan Document);

                 (d)     Borrowers shall have defaulted in the payment of any 
fees required to be paid under the Fee Side Letter, late charge, Commitment 
Fees, expenses, indemnities or any other amount owing under any Loan Document 
for a period of five (5) days after notice thereof to Borrowers from Agent 
Bank;

                 (e)     Borrowers or any Restricted Subsidiary shall fail 
duly and punctually to perform or comply with: (i) any term, covenant, 
condition or promise contained in Sections 5.24, 5.25, 6.01, 6.02, 6.03, 
6.04, 6.05, 6.07, 6.08, 

                                     -146-
<PAGE>

6.09, 6.10, 6.11, 6.12, 6.13, 6.16, 6.18 or 6.19, or (ii) any other term, 
covenant, condition or promise contained in this Credit Agreement, the Notes, 
or any other Loan Document (other than the Security Documentation) and, in 
the case of any term, covenant, condition or promise covered by this clause 
(ii), such failure shall continue thirty (30) days after written notice 
thereof is delivered to Borrowers by Agent Bank (or such shorter period 
following such notice as may be specified in any Loan Document);

                 (f)     Any Borrower or any Restricted Subsidiary shall 
commence a voluntary case or other proceeding seeking liquidation, 
reorganization or other relief with respect to it or its debts under the 
Bankruptcy Code or any bankruptcy, insolvency or other similar law now or 
hereafter in effect or seeking the appointment of a trustee, receiver, 
liquidator, custodian or other similar official, for all or substantially all 
of its property, or shall consent to any such relief or to the appointment or 
taking possession by any such official in any involuntary case or other 
proceeding against it;

                 (g)     An involuntary case or other proceeding shall be 
commenced against any Borrower or any Restricted Subsidiary seeking 
liquidation, reorganization or other relief with respect to itself or its 
debts under the Bankruptcy Code or any bankruptcy, insolvency or other 
similar law now or hereafter in effect or seeking the appointment of a 
trustee, receiver, liquidator, custodian or other similar official, for all 
or substantially all of its property, and such involuntary case or other 
proceeding shall remain undismissed and unstayed for a period of ninety (90) 
days;

                 (h)     Any Borrower or any Restricted Subsidiary makes an 
assignment of all or substantially all of their assets for the benefit of its 
creditors;

                 (i)     Borrowers default, beyond any applicable grace 
period, under the terms of the Indenture or the terms of any Subordinated 
Debt if the effect thereof (provided such Default shall be deemed cured if 
waived by the requisite holders of the Subordinated Debt) is to permit the 
acceleration thereof by the holders thereof or Borrowers shall fail to make 
any payment when due (whether by scheduled maturity, required prepayment, 
offer to purchase, redemption, acceleration, demand or otherwise, in each 
case beyond the grace period provided with respect to such Indebtedness) on 
any Indebtedness (other than any Indebtedness under this Credit Agreement), 
if the aggregate outstanding principal amount of such Indebtedness is Ten 
Million Dollars ($10,000,000.00), or more, or any breach, default or event of 
default shall occur, or any other event shall occur or 

                                     -147-
<PAGE>

condition shall exist, under any instrument, agreement or indenture 
pertaining thereto if the effect thereof is to accelerate, the maturity of 
any such Indebtedness; or any such Indebtedness shall be declared to be due 
and payable or shall be required to be prepaid, purchased or redeemed (other 
than by a regularly scheduled required prepayment) prior to the stated 
maturity thereof, or the holder of any lien in any amount, shall commence 
foreclosure of such lien upon property of Borrowers having a value in excess 
of Ten Million Dollars ($10,000,000.00) and such foreclosure shall continue 
against such property to a date less than thirty (30) days prior to the date 
of the proposed foreclosure sale;

                 (j)     The occurrence of any event of default, beyond any 
applicable grace period, under the terms of any agreement with any Lender in 
connection with a Secured Interest Rate Hedge relating to the Credit Facility;

                 (k)     The occurrence of any Reportable Event as defined 
under ERISA, which constitutes proper grounds for the termination of any 
employee pension benefit plan or pension plan of Borrowers covered by ERISA 
by the Pension Benefit Guaranty Corporation or for the appointment by an 
appropriate United States District Court of a trustee to administer any such 
plan, which results in a Material Adverse Change and should continue for 
thirty (30) days after written notice of such determination shall have been 
received by Borrowers from Agent Bank;

                 (l)     Any money judgment, writ or warrant of attachment or 
similar process involving in the aggregate at any time an amount in excess of 
Ten Million Dollars ($10,000,000.00) (in either case not adequately covered 
by insurance as to which a solvent and unaffiliated insurance company has 
acknowledged coverage) shall be entered or filed against any Borrower or any 
of their respective assets and shall remain undischarged, unvacated, unbonded 
or unstayed for a period of sixty (60) days (or in any event later than five 
(5) days prior to the date of any proposed sale thereunder);

                 (m)     The loss, revocation or suspension (for a period in 
excess of ten (10) calendar days) of the Gaming Permits issued by the 
applicable Gaming Authorities for the Hotel/Casino Facilities, or any of 
them, or the failure of Borrowers to maintain gaming activities at the 
Hotel/Casino Facilities, other than on account of force majeure or periodic 
drydocking in compliance with USCG requirements, at least to the same general 
extent as is presently conducted thereon for a period in excess of thirty 
(30) consecutive days;

                                     -148-
<PAGE>

                 (n)     Any order, judgment or decree shall be entered 
against any Borrower or any Restricted Subsidiary decreeing its involuntary 
dissolution and such order shall remain undischarged and unstayed for a 
period in excess of thirty (30) days, or any Borrower shall otherwise 
dissolve or cease to exist, other than as permitted under Section 6.14;

                 (o)     The occurrence of any Change in Control following 
the Closing Date;

                 (p)     HTMC shall fail to perform, in a timely manner, any 
material obligation which it may have under the Park Cattle Lease, which 
continues beyond the expiration of any applicable cure period;

                 (q)     The failure of HTMC to timely perform any material 
obligation which it may have under the Tahoe Greenbelt Lease, the California 
Greenbelt Lease or the Hard Rock Lease, which in either case continues beyond 
the expiration of any applicable cure period;

                 (r)     The failure of HIMC to timely perform any material 
obligation which it may have under the Westwood Lease or the Friendship 
Sublease, which in either case continues beyond the expiration of any 
applicable cure period;

                 (s)     Any Subsidiary Guaranty shall cease to be in full 
force or effect in any material respect (other than as a result of a merger 
or consolidation permitted hereunder or as a result of any Restricted 
Subsidiary being re-designated as an Unrestricted Subsidiary), or any 
Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's 
obligations under the Subsidiary Guaranty, or such Subsidiary Guarantor shall 
default for a period of thirty (30) days after notice thereof from Agent Bank 
in the due performance or observance of any term, covenant or agreement on 
its part to be performed or observed pursuant to the Subsidiary Guaranty;

                 (t)     The Hard Rock Subordination Agreement shall cease to 
be in full force or effect in any material respect, other than on account of 
termination of the Hard Rock Lease;

                 (u)     The Westwood Subordination and Non-Disturbance 
Agreement shall cease to be in full force or effect in any material respect, 
other than on account of termination of the Westwood Lease; or

                 (v)     The occurrence of a Material Adverse Change with 
respect to the Borrower Consolidation taken as a whole which has continued 
for more than sixty (60) days.

                                     -149-
<PAGE>

          Section 7.02.  DEFAULT REMEDIES.  Upon the occurrence and during 
the continuance of any Event of Default, and upon the consent of Requisite 
Lenders, Agent Bank shall declare the unpaid balance of the Notes, together 
with the interest thereon, to be fully due and payable, and, in addition, the 
applicable Banks, as set forth below may, at their option, or shall, as 
indicated below, exercise any or all of the following remedies:

                 (a)     Agent Bank may, upon the consent of Requisite 
Lenders, or at the direction of the Requisite Lenders shall terminate the 
obligation of Lenders to make any advances for Borrowings and/or declare all 
outstanding unpaid Indebtedness hereunder and under the Notes and other Loan 
Documents together with all accrued interest thereon immediately due and 
payable without presentation, demand, protest or notice of any kind.  This 
remedy will be deemed to have been automatically exercised on the occurrence 
of any event set out in Sections 7.01(f), (g) or (h) with respect to any 
member of the Borrower Consolidation.

                 (b)     The Swingline Lender shall, upon receipt of written 
notice of the occurrence of an Event of Default, terminate its obligation to 
make any advances under the Swingline Facility and may declare all 
outstanding unpaid Indebtedness hereunder and under the Swingline Note, 
together with all accrued interest thereon immediately due and payable 
without presentation, demand, protest or notice of any kind.  This remedy 
will be deemed to have been automatically exercised on the occurrence of any 
event set out in Sections 7.01(f), (g) or (h) with respect to any member of 
the Borrower Consolidation.

                 (c)     The L/C Issuer shall, upon receipt of written notice 
of the occurrence of an Event of Default, terminate its obligation to issue 
Letters of Credit.  This remedy will be deemed to have been automatically 
exercised on the occurrence of any event set out in Sections 7.01(f), (g) or 
(h) with respect to any Borrower.

                 (d)     Agent Bank and/or L/C Issuer may, or at the 
direction of the Requisite Lenders will, direct the Borrowers to pay (and 
each of the Borrowers hereby jointly and severally agree upon receipt of such 
notice to pay) to the L/C Issuer an amount in Cash equal to the then 
outstanding L/C Exposure, such Cash to be held by L/C Issuer in the Cash 
Collateral Account as security for the repayment of all L/C Reimbursement 
Obligations thereafter occurring.

                                     -150-
<PAGE>

                 (e)     The Banks and/or Agent Bank may exercise any and all 
remedies available to Banks or Agent Bank under the Loan Documents.

                 (f)     The Banks and/or Agent Bank may exercise any other 
remedies available to Banks or Agent Bank at law or in equity, including 
requesting the appointment of a receiver to perform any acts required of 
Borrowers, or any of them, under this Credit Agreement, and Borrowers hereby 
specifically consent to any such request by Banks.

          For the purpose of carrying out this section and exercising these 
rights, powers and privileges, Borrowers hereby irrevocably constitute and 
appoint Agent Bank as their true and lawful attorney-in-fact following the 
occurrence and during the continuance of an Event of Default to execute, 
acknowledge and deliver any instruments and do and perform any acts such as 
are referred to in this paragraph in the name and on behalf of Borrowers.  
Agent Bank on behalf of Lenders may exercise one or more of Lenders' remedies 
simultaneously and all its remedies are nonexclusive and cumulative.  Lenders 
shall not be required to pursue or exhaust any Collateral or remedy before 
pursuing any other Collateral or remedy.  Lenders' failure to exercise any 
remedy for a particular default shall not be deemed a waiver of (i) such 
remedy, nor their rights to exercise any other remedy for that default, nor 
(ii) their right to exercise that remedy for any subsequent default.

          Section 7.03.  APPLICATION OF PROCEEDS.  All payments and proceeds 
received and all amounts held or realized from the sale or other disposition 
of the Collateral Properties and other Collateral, which are to be applied 
hereunder towards satisfaction of Borrowers' obligations under this Credit 
Agreement, shall be applied in the following order of priority:

                 (a)     First, to the payment of all reasonable fees, costs 
and expenses (including reasonable attorney's fees and expenses) incurred by 
Agent Bank and Banks, their agents or representatives in connection with the 
realization upon any of the Collateral;

                 (b)     Next, to the payment in full of any other amounts 
due under this Credit Agreement and any other Loan Documents (other than the 
principal and interest under Notes, an L/C Reimbursement Obligations or any 
liability under Secured Interest Rate Hedges);

                 (c)     Next, to the balance of interest remaining unpaid on 
the Notes;

                                     -151-
<PAGE>

                 (d)     Next, to the balance of principal remaining unpaid 
on the Notes, L/C Reimbursement Obligations and Secured Interest Rate Hedges 
on a pari passu basis;

                 (e)     Next, the balance, if any, of such payments or 
proceeds to whomever may be legally entitled thereto.

          Section 7.04.  NOTICES.  In order to entitle Agent Bank and/or 
Banks to exercise any remedy available hereunder, it shall not be necessary 
for Agent Bank and/or Banks to give any notice, other than such notice as may 
be required expressly herein.

          Section 7.05.  AGREEMENT TO PAY ATTORNEY'S FEES AND EXPENSES.  
Subject to the provisions of Section 10.14, upon the occurrence of an Event 
of Default, as a result of which Agent Bank and/or Banks shall require and 
employ attorneys or incur other expenses for the collection of payments due 
or to become due or the enforcement or performance or observance of any 
obligation or agreement on the part of Borrowers contained herein, Borrowers 
shall, on demand, pay to Agent Bank and Banks the actual and reasonable fees 
of such attorneys (including actual and reasonable allocated costs of 
in-house legal counsel) and such other reasonable expenses so incurred by 
Agent Bank and Banks.

          Section 7.06.  NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER.  In the 
event any agreement contained in this Credit Agreement should be breached by 
either party and thereafter waived by the other party, such waiver shall be 
limited to the particular breach so waived and shall not be deemed to waive 
any other breach hereunder.

          Section 7.07.  LICENSING OF AGENT BANK AND LENDERS.  In the event of
the occurrence and continuance of an Event of Default hereunder or under any of
the Loan Documents and it shall become necessary, or in the opinion of Requisite
Lenders advisable, for an agent, supervisor, receiver or other representative of
Agent Bank and Banks to become licensed under the provisions of the laws of the
States of Nevada, Colorado or Iowa or rules and regulations adopted pursuant
thereto, as a condition to receiving the benefit of any Collateral encumbered by
the Security Documentation or other Loan Documents for the benefit of Lenders or
otherwise to enforce their rights hereunder or thereunder, Borrowers do hereby
give their consent to the granting of such license or licenses and agrees to
execute such further documents as may be reasonably required in connection with
the evidencing of such consent.

                                     -152-
<PAGE>

          Section 7.08.  EXERCISE OF RIGHTS SUBJECT TO APPLICABLE LAW.  All 
rights, remedies and powers provided by this Article VII may be exercised 
only to the extent that the exercise thereof does not violate any applicable 
provision of the laws of any Governmental Authority and all of the provisions 
of this Article VII are intended to be subject to all applicable mandatory 
provisions of law that may be controlling and to be limited to the extent 
necessary so that they will not render this Credit Agreement invalid, 
unenforceable or not entitled to be recorded or filed under the provisions of 
any applicable law.

          Section 7.09.  DISCONTINUANCE OF PROCEEDINGS.  In case Agent Bank 
and/or Banks shall have proceeded to enforce any right, power or remedy under 
this Credit Agreement, the Notes, the Security Documentation or any other 
Loan Document by foreclosure, entry or otherwise, and such proceedings shall 
have been discontinued or abandoned for any reason or shall have been 
determined adversely to Banks, then and in every such case Borrowers, Agent 
Bank and/or Banks shall be restored to their former positions and rights 
hereunder with respect to the Collateral, and all rights, remedies and powers 
of Agent Bank and Banks shall continue as if such proceedings had not been 
taken, subject to any binding ruling, order of judgment by the applicable 
court or other tribunal in any such proceeding.

                                   ARTICLE VIII

                       DAMAGE, DESTRUCTION AND CONDEMNATION

          Section 8.01. NO ABATEMENT OF PAYMENTS.  If all or any part of the 
Collateral shall be materially damaged or destroyed, or if title to or the 
temporary use of the whole or any part of any of the Collateral shall be 
taken or condemned by a competent authority for any public use or purpose, or 
by exercise of the power of eminent domain, there shall be no abatement or 
reduction in the amounts payable by Borrowers hereunder or under the Notes, 
and Borrowers shall continue to be obligated to make such payments.

          Section 8.02.  DISTRIBUTION OF CAPITAL PROCEEDS UPON OCCURRENCE OF 
FIRE, CASUALTY, OTHER PERILS OR CONDEMNATION.  All Capital Proceeds received 
from "All Risk" including flood and earthquake insurance policies covering 
any of the Collateral or from condemnation or similar actions in regard to 
said Collateral, shall be paid directly to Agent Bank.  In the event the 
amount paid to Agent Bank is equal to or less than Five Million Dollars 
($5,000,000.00), such amount shall be paid to Borrowers, unless a Default in 
the payment of any principal or interest owing under the terms of the Bank 

                                      -153-
<PAGE>

Facilities or an Event of Default shall have occurred hereunder and is 
continuing, for repair or replacement of the property destroyed or condemned 
or to reimburse Borrowers for the costs of such repair or replacement 
incurred prior to the date of such release.  In the event the amount of 
Capital Proceeds paid to Agent Bank is greater than Five Million Dollars 
($5,000,000.00) ("Significant Repair Funds"), then, unless a Default in the 
payment of any principal or interest owing under the terms of the Bank 
Facilities or Event of Default has occurred hereunder and is then continuing, 
the entire amount so collected or so much thereof as may be required to 
repair or replace the destroyed or condemned property, shall, subject to the 
conditions set forth below, be released to Borrowers for repair or 
replacement of the property destroyed or condemned or to reimburse Borrowers 
for the costs of such repair or replacement incurred prior to the date of 
such release.  If a Default in the payment of any principal or interest owing 
under the terms of the Bank Facilities or Event of Default has occurred 
hereunder and is then continuing such amount may, at the option of Requisite 
Lenders, be applied to pay the outstanding balance of the Credit Facility.  
In the event the amount of Capital Proceeds so collected is applied to pay or 
reduce the outstanding balance of the Credit Facility, the amount received by 
Agent Bank shall be applied in the priority set forth in Section 7.03.  In 
the event Banks are required to release all or a portion of the Significant 
Repair Funds to Borrowers for such repair or replacement of the property 
destroyed or condemned, such release of funds shall be made in accordance 
with the following terms and conditions:

                 a.      The repairs, replacements and rebuilding shall be 
made in accordance with plans and specifications to be reasonably approved by 
Requisite Lenders and in accordance with all applicable laws, ordinances, 
rules, regulations and requirements of Governmental Authorities;

                 b.      Borrowers shall provide Agent Bank with a reasonable 
detailed estimate of the costs of such repairs or restorations;

                 c.      Borrowers shall satisfy the Requisite Lenders that 
after the reconstruction is completed, the value of the Collateral, as 
determined by the Requisite Lenders in their reasonable discretion, will not 
be less than the value of the Collateral immediately prior to the damage, 
destruction, condemnation or taking, as reasonably determined by the 
Requisite Lenders pursuant to this Credit Agreement;

                 d.      If, in the Requisite Lenders' reasonable opinion, any
undisbursed portion of the Available Borrowings, 


                                    -154-
<PAGE>

after deposit of such proceeds, is insufficient to pay all costs of 
reconstruction of the Hotel/Casino Facilities or other Collateral, Borrowers 
shall within ten (10) days of the date such additional funds will be required 
deposit additional funds with the Agent Bank or raise additional equity 
capital, sufficient to pay such additional costs of reconstructing the 
Collateral;

                 e.      Borrowers have delivered to the Agent Bank a 
construction contract for the work of reconstruction in form and content, 
including insurance requirements, reasonably acceptable to the Requisite 
Lenders with a contractor reasonably acceptable to the Requisite Lenders;

                 f.      The Requisite Lenders in their reasonable discretion 
have determined that after the work of reconstruction is completed, the 
Hotel/Casino Facilities will produce income sufficient to pay all costs of 
operations and maintenance of the Hotel/Casino Facilities with a reasonable 
reserve for repairs, and service all Indebtedness secured by the Collateral;

                 g.      No Default in the payment of any principal or 
interest owing under the terms of the Bank Facilities, and no Event of 
Default, has occurred and is continuing;

                 h.      Before commencing any such work, Borrowers shall, at 
their own cost and expense, furnish Agent Bank with appropriate endorsements, 
if needed, to the "All Risk" insurance policy which Borrowers are then 
presently maintaining to cover all of the risks during the course of such 
work;

                 i.      Such work shall be commenced by Borrowers within one 
hundred twenty (120) days after (i) settlement shall have been made with the 
insurance companies, and (ii) all the necessary governmental approvals shall 
have been obtained, and such  work shall be completed within a reasonable 
time, free and clear of all liens and encumbrances other than Permitted 
Encumbrances; and

                 j.      Disbursements of such insurance or condemnation 
proceeds shall be made in the customary manner used by Agent Bank for the 
disbursement of construction loans.

                                    -155-
<PAGE>


                                  ARTICLE IX

                              AGENCY PROVISIONS

          Section 9.01.  APPOINTMENT.

                 a.      Each Lender hereby (i) designates and appoints WFB 
as the Agent Bank of such Lender under this Credit Agreement and the Loan 
Documents, (ii) authorizes and directs Agent Bank to enter into the Loan 
Documents other than this Credit Agreement for the benefit of Lenders, and 
(iii) authorizes Agent Bank to take such action on its behalf under the 
provisions of this Credit Agreement and the Loan Documents and to exercise 
such powers as are set forth herein or therein, together with such other 
powers as are reasonably incidental thereto, subject to the limitations 
referred to in Sections 9.10(a) and 9.10(b).  Agent Bank agrees to act as 
such on the express conditions contained in this Article IX.

                 b.      The provisions of this Article IX are solely for the 
benefit of Agent Bank and Lenders, and Borrowers shall not have any rights to 
rely on or enforce any of the provisions hereof (other than as set forth in 
the provisions of Sections 9.03, 9.09 and 9.10), provided, however, that the 
foregoing shall in no way limit Borrowers' obligations under this Article IX. 
In performing its functions and duties under this Credit Agreement, Agent 
Bank shall act solely as Agent Bank of Lenders and does not assume and shall 
not be deemed to have assumed any obligation toward or relationship of agency 
or trust with or for Borrowers or any other Person.

          Section 9.02.  NATURE OF DUTIES.  Agent Bank shall not have any 
duties or responsibilities except those expressly set forth in this Credit 
Agreement or in the Loan Documents.  The duties of Agent Bank shall be 
administrative in nature.  Subject to the provisions of Sections 9.05 and 
9.07, Agent Bank shall administer the Bank Facilities in the same manner as 
it administers its own loans.  Promptly following the effectiveness of this 
Credit Agreement, Agent Bank shall send to each Lender a duplicate executed 
original, to the extent the same are available in sufficient numbers, of the 
Credit Agreement and a copy of each other Loan Document in favor of Lenders 
and a copy of the filed or recorded Security Documentation, with the 
originals of the latter to be held and retained by Agent Bank for the benefit 
of all Lenders.  Agent Bank shall not have by reason of this Credit Agreement 
a fiduciary relationship in respect of any Lender.  Nothing in this Credit 
Agreement or any of the Loan Documents, expressed or implied, is intended or 
shall be construed to impose upon Agent Bank any obligation in respect of 
this Credit Agreement 

                                    -156-
<PAGE>

or any of the Loan Documents except as expressly set forth herein or therein. 
Each Lender shall make its own independent investigation of the financial 
condition and affairs of the Borrowers and the Collateral in connection with 
the making and the continuance of the Bank Facilities hereunder and shall 
make its own appraisal of the creditworthiness of the Borrowers and the 
Collateral, and, except as specifically provided herein, Agent Bank shall not 
have any duty or responsibility, either initially or on a continuing basis, 
to provide any Lender with any credit or other information with respect 
thereto, whether coming into its possession before the Closing Date or at any 
time or times thereafter.

          Section 9.03.  DISBURSEMENT OF BORROWINGS.

                 a.      Not later than the same Banking Business Day with 
respect to Base Rate Loans and the next Banking Business Day with respect to 
LIBOR Loans, in each case following receipt of a Notice of Borrowing, Agent 
Bank shall send a copy thereof by facsimile to each Lender and shall 
otherwise notify each Lender of the proposed Borrowing and the Funding Date.  
Each Lender shall make available to Agent Bank (or the funding bank or entity 
designated by Agent Bank), the amount of such Lender's Pro Rata Share of such 
Borrowing in immediately available funds not later than the times designated 
in Section 9.03(b).  Unless Agent Bank shall have been notified by any Lender 
not later than the close of business (San Francisco time) on the Banking 
Business Day immediately preceding the Funding Date in respect of any 
Borrowing that such Lender does not intend to make available to Agent Bank 
such Lender's Pro Rata Share of such Borrowing, Agent Bank may assume that 
such Lender shall make such amount available to Agent Bank.  If any Lender 
does not notify Agent Bank of its intention not to make available its Pro 
Rata Share of such Borrowing as described above, but does not for any reason 
make available to Agent Bank such Lender's Pro Rata Share of such Borrowing, 
such Lender shall pay to Agent Bank forthwith on demand such amount, together 
with interest thereon at the Federal Funds Rate.  In any case where a Lender 
does not for any reason make available to Agent Bank such Lender's Pro Rata 
Share of such Borrowing, Agent Bank, in its sole discretion, may, but shall 
not be obligated to, fund to Borrowers such Lender's Pro Rata Share of such 
Borrowing.  If Agent Bank funds to Borrowers such Lender's Pro Rata Share of 
such Borrowing and if such Lender subsequently pays to Agent Bank such 
corresponding amount, such amount so paid shall constitute such Lender's Pro 
Rata Share of such Borrowing.  Nothing in this Section 9.03(a) shall alter 
the respective rights and obligations of the parties hereunder in respect of 
a Defaulting Lender or a Non-Pro Rata Borrowing.

                                    -157-
<PAGE>

                 b.      Requests by Agent Bank for funding by Lenders of 
Borrowings will be made by telecopy.  Each Lender shall make the amount of 
its Pro Rata Share of such Borrowing available to Agent Bank in Dollars and 
in immediately available funds, to such bank and account, in San Francisco, 
California as Agent Bank may designate, not later than 9:00 A.M. (San 
Francisco time) on the Funding Date designated in the Notice of Borrowing 
with respect to such Borrowing, but in no event later than one (1) Banking 
Business Day notice with respect to Bank Rate Loans and two (2) Banking 
Business Days notice with respect to LIBOR Loans, in each case following 
Lender's receipt of the applicable Notice of Borrowing.

                 c.      Nothing in this Section 9.03 shall be deemed to 
relieve any Lender of its obligation hereunder to make its Pro Rata Share of 
Borrowings on any Funding Date, nor shall any Lender be responsible for the 
failure of any other Lender to perform its obligations to advance its Pro 
Rata Share of any Borrowing hereunder, and the Pro Rata Share of the 
Aggregate Commitment of any Lender shall not be increased or decreased as a 
result of the failure by any other Lender to perform its obligation to 
advance its Pro Rata Share of any Borrowing.

          Section 9.04.  DISTRIBUTION AND APPORTIONMENT OF PAYMENTS.

                 a.      Subject to Section 9.04(b), payments actually 
received by Agent Bank for the account of Lenders shall be paid to them 
promptly after receipt thereof by Agent Bank, but in any event within one (1) 
Banking Business Day, provided that Agent Bank shall pay to Lenders interest 
thereon, at the Federal Funds Rate from the Banking Business Day following 
receipt of such funds by Agent Bank until such funds are paid in immediately 
available funds to Lenders.  Subject to Section 9.04(b), all payments of 
principal and interest in respect of Aggregate Outstandings, all payments of 
the fees described in this Credit Agreement, and all payments in respect of 
any other Obligations shall be allocated among such Lenders as are entitled 
thereto, in proportion to their respective Pro Rata Shares or otherwise as 
provided herein.  Agent Bank shall promptly distribute, but in any event 
within one (1) Banking Business Day, to each Lender at its primary address 
set forth on the appropriate signature page hereof or on the applicable 
Assignment and Assumption Agreement, or at such other address as a Lender may 
request in writing, such funds as it may be entitled to receive, provided 
that Agent Bank shall in any event not be bound to inquire into or determine 
the validity, scope or priority of any interest or entitlement of any Lender 
and may suspend all payments and 

                                    -158-
<PAGE>

seek appropriate relief (including, without limitation, instructions from 
Requisite Lenders or all Lenders, as applicable, or an action in the nature 
of interpleader) in the event of any doubt or dispute as to any apportionment 
or distribution contemplated hereby.  The order of priority herein is set 
forth solely to determine the rights and priorities of Lenders as among 
themselves and may at any time or from time to time be changed by Lenders as 
they may elect, in writing in accordance with Section 10.01, without 
necessity of notice to or consent of or approval by Borrowers or any other 
Person.  All payments or other sums received by Agent Bank for the account of 
Lenders (including, without limitation, principal and interest payments, the 
proceeds of any and all insurance maintained with respect to any of the 
Collateral, and any and all condemnation proceeds with respect to any of the 
Collateral) shall not constitute property or assets of the Agent Bank and 
shall be held by Agent Bank, solely in its capacity as administrative and 
collateral agent for itself and the other Lenders, subject to the Loan 
Documents.

                 b.      Notwithstanding any provision hereof to the 
contrary, until such time as a Defaulting Lender has funded its Pro Rata 
Share of Borrowing which was previously a Non Pro Rata Borrowing, or all 
other Lenders have received payment in full (whether by repayment or 
prepayment) of the principal due in respect of such Non Pro Rata Borrowing, 
all principal sums owing to such Defaulting Lender hereunder shall be 
subordinated in right of payment to the prior payment in full of all 
principal, in respect of all Non Pro Rata Borrowing in which the Defaulting 
Lender has not funded its Pro Rata Share. This provision governs only the 
relationship among Agent Bank, each Defaulting Lender, and the other Lenders; 
nothing hereunder shall limit the obligation of Borrowers to repay all 
Borrowings in accordance with the terms of this Credit Agreement.  The 
provisions of this section shall apply and be effective regardless of whether 
an Event of Default occurs and is then continuing, and notwithstanding (i) 
any other provision of this Credit Agreement to the contrary, (ii) any 
instruction of Borrowers as to their desired application of payments or (iii) 
the suspension of such Defaulting Lender's right to vote on matters which are 
subject to the consent or approval of Requisite Lenders or all Lenders.  No 
Commitment Fee or L/C Fees shall accrue in favor of, or be payable to, such 
Defaulting Lender from the date of any failure to fund Borrowings or 
reimburse Agent Bank for any Liabilities and Costs as herein provided until 
such failure has been cured, and Agent Bank shall be entitled to (A) withhold 
or setoff, and to apply to the payment of the defaulted amount and any 
related interest, any amounts to be paid to such Defaulting Lender under this 
Credit Agreement, 

                                    -159-
<PAGE>

and (B) bring an action or suit against such Defaulting Lender in a court of 
competent jurisdiction to recover the defaulted amount and any related 
interest.  In addition, the Defaulting Lender shall indemnify, defend and 
hold Agent Bank and each of the other Lenders harmless from and against any 
and all Liabilities and Costs, plus interest thereon at the Default Rate, 
which they may sustain or incur by reason of or as a direct consequence of 
the Defaulting Lender's failure or refusal to abide by its obligations under 
this Credit Agreement.

          Section 9.05.  RIGHTS, EXCULPATION, ETC.  Neither Agent Bank, any 
Affiliate of Agent Bank, nor any of their respective officers, directors, 
employees, agents, attorneys or consultants, shall be liable to any Lender 
for any action taken or omitted by them hereunder or under any of the Loan 
Documents, or in connection herewith or therewith, except that Agent Bank 
shall be liable for its gross negligence or willful misconduct.  In the 
absence of gross negligence or willful misconduct, Agent Bank shall not be 
liable for any apportionment or distribution of payments made by it in good 
faith pursuant to Section 9.04, and if any such apportionment or distribution 
is subsequently determined to have been made in error the sole recourse of 
any Person to whom payment was due, but not made, shall be to recover from 
the recipients of such payments any payment in excess of the amount to which 
they are determined to have been entitled.  Agent Bank shall not be 
responsible to any Lender for any recitals, statements, representations or 
warranties herein or for the execution, effectiveness, genuineness, validity, 
enforceability, collectibility or sufficiency of this Credit Agreement, any 
of the Security Documentation or any of the other Loan Documents, or any of 
the transactions contemplated hereby and thereby; or for the financial 
condition of the Borrowers or any of their Affiliates.  Agent Bank shall not 
be required to make any inquiry concerning either the performance or 
observance of any of the terms, provisions or conditions of this Credit 
Agreement or any of the Loan Documents or the financial condition of the 
Borrowers or any of their Affiliates, or the existence or possible existence 
of any Default or Event of Default.

          Section 9.06.  RELIANCE.  Agent Bank shall be entitled to rely upon 
any written notices, statements, certificates, orders or other documents, 
telecopies or any telephone message believed by it in good faith to be 
genuine and correct and to have been signed, sent or made by the proper 
Person, and with respect to all matters pertaining to this Credit Agreement 
or any of the Loan Documents and its duties hereunder or thereunder, upon 
advice of legal counsel

                                    -160-
<PAGE>

(including counsel for Borrowers), independent public accountant and other 
experts selected by it.

          Section 9.07.  INDEMNIFICATION.  To the extent that Agent Bank is 
not reimbursed and indemnified by Borrowers, Lenders will reimburse, within 
ten (10) Banking Business Days after notice from Agent Bank, and indemnify 
and defend Agent Bank for and against any and all Liabilities and Costs which 
may be imposed on, incurred by, or asserted against it in any way relating to 
or arising out of this Credit Agreement, the Security Documentation or any of 
the other Loan Documents or any action taken or omitted by Agent Bank or 
under this Credit Agreement, the Security Documentation or any of the other 
Loan Documents, in proportion to each Lender's Pro Rata Share; provided that 
no Lender shall be liable for any portion of such Liabilities and Costs 
resulting from Agent Bank's gross negligence or willful misconduct.  The 
obligations of Lenders under this Section 9.07 shall survive the payment in 
full of all Obligations and the termination of this Credit Agreement.  In the 
event that after payment and distribution of any amount by Agent Bank to 
Lenders, any Lender or third party, including Borrowers, any creditor of 
Borrowers or a trustee in bankruptcy, recovers from Agent Bank any amount 
found to have been wrongfully paid to Agent Bank or disbursed by Agent Bank 
to any Lender, then such Lender shall reimburse Agent Bank for all such 
amounts.  Notwithstanding the foregoing, Agent Bank shall not be obligated to 
advance Liabilities and Costs and may require the deposit by each Lender of 
its Pro Rata Share of any material Liabilities and Costs anticipated by Agent 
Bank before they are incurred or made payable.

          Section 9.08.  AGENT INDIVIDUALLY.  With respect to its Pro Rata 
Share of the Credit Facility, Agent Bank shall have and may exercise the same 
rights and powers hereunder and is subject to the same obligations and 
liabilities as and to the extent set forth herein for any other Lender.  The 
terms "Lenders", "Requisite Lenders" or any similar terms may include Agent 
Bank in its individual capacity as a Lender or one of the Requisite Lenders, 
but Requisite Lenders shall not include Agent Bank solely in its capacity as 
Agent Bank and need not necessarily include Agent Bank in its capacity as a 
Lender.  Agent Bank and any Lender and its Affiliates may accept deposits 
from, lend money to, and generally engage in any kind of banking, trust or 
other business with Borrowers or any of their Affiliates as if it were not 
acting as Agent Bank or Lender pursuant hereto.

                                    -161-
<PAGE>

          Section 9.09.  SUCCESSOR AGENT BANK; RESIGNATION OF AGENT BANK; 
REMOVAL OF AGENT BANK.

                 a.      Agent Bank may resign from the performance of all 
its functions and duties hereunder at any time by giving at least thirty (30) 
Banking Business Days' prior written notice to Lenders and Borrowers, and 
shall automatically cease to be Agent Bank hereunder in the event a petition 
in bankruptcy shall be filed by or against Agent Bank or the Federal Deposit 
Insurance Corporation or any other Governmental Authority shall assume 
control of Agent Bank or Agent Bank's interests under the Bank Facilities.  
Further, Lenders (other than Agent Bank) may unanimously remove Agent Bank at 
any time upon the occurrence of gross negligence or wilful misconduct by 
Agent Bank by giving at least thirty (30) Banking Business Days' prior 
written notice to Agent Bank, Borrowers and all other Lenders.  Such 
resignation or removal shall take effect upon the acceptance by a successor 
Agent Bank of appointment pursuant to clause (b) or (c).

                 b.      Upon any such notice of resignation by or removal of 
Agent Bank, Requisite Lenders shall appoint a successor Agent Bank which 
appointment shall be subject to Borrowers' consent (other than upon the 
occurrence and during the continuance of any Event of Default), which shall 
not be unreasonably withheld or delayed.  Any successor Agent Bank must be a 
Bank (i) the senior debt obligations of which (or such bank's parent's senior 
unsecured debt obligations) are rated not less than Baa-2 by Moody's 
Investors Services, Inc. or a comparable rating by a rating agency acceptable 
to Requisite Lenders and (ii) which has total assets in excess of Ten Billion 
Dollars ($10,000,000,000.00).

                 c.      If a successor Agent Bank shall not have been so 
appointed within said thirty (30) Banking Business Day period, the retiring 
or removed Agent Bank, with the consent of Borrowers (other than upon the 
occurrence and during the continuance of any Event of Default) (which may not 
be unreasonably withheld or delayed), shall then appoint a successor Agent 
Bank who shall meet the requirements described in subsection (b) above and 
who shall serve as Agent Bank until such time, if any, as Requisite Lenders, 
with the consent of Borrowers (other than upon the occurrence and during the 
continuance of any Event of Default), appoint a successor Agent Bank as 
provided above.

          Section 9.10.  CONSENT AND APPROVALS.

                 a.      Each consent, approval, amendment, modification or 
waiver specifically enumerated in this Section 9.10(a) shall require the 
consent of Requisite Lenders:

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<PAGE>

                         (i)      Approval of Borrowings with less than full
          compliance with requirements of Article IIIB (Section 2.04);

                         (ii)    Consent to modification of the Leases (Sections
          5.03);

                         (iii)   Consent to modification to or waiver of
          financial reporting requirements or production of additional financial
          or other information (Section 5.08);

                         (iv)    Approval of a change in the method of
          calculation of any financial covenants, standards or terms as a result
          of a change in accounting principle (Section 6.21);

                         (v)   Direct Agent Bank to declare the unpaid balance
          of the Credit Facility fully due and payable (Section 7.02);

                         (vi)  Direct the disposition of insurance proceeds or
          condemnation awards under certain circumstances (Section 8.02);

                         (vii)  Approval of appointment of successor Agent Bank
          (Section 9.09);

                         (viii) Approval of certain Protective Advances (Section
          9.11(a));

                         (ix)  Approval of a Post-Foreclosure Plan and related
          matters (Section 9.11(e));

                         (x)   Consent to action or proceeding against Borrowers
          or the Collateral by any Lender (Section 9.12); or

                         (xi)  Except as referred to in subsection (b) and (c)
          below, approval of any amendment, modification or termination of this
          Credit Agreement or any other Loan Documents, or waiver of any
          provision herein (Section 10.01).

                 b.      Each consent, approval, amendment, modification or 
waiver specifically enumerated in this Section 9.10(b) shall require the 
consent of Majority Lenders:

                         (i)   Consents, approvals, amendments, modifications or
          waivers relating to Contingent 

                                    -163-
<PAGE>


          Liabilities in excess of Ten Million Dollars ($10,000,000.00) 
          (Section 6.07);

                         (ii)  Consents, approvals, amendments, modifications or
          waivers relating to Investments (Section 6.08);

                         (iii) Consents, approvals, amendments, modifications or
          waivers relating to creation of Subsidiaries by an Operating
          Subsidiary (Section 6.19);

                         (iv)  Consents, approvals, amendments, modifications or
          waivers relating to Consolidations, Mergers and Sale of Assets
          (Section 6.14); and

                         (v)   waiver of covenants proposed to be contained in
          any Subordinated Debt that are more restrictive than the Financial
          Covenants as provided in subsection (c) in the definition of
          Subordinated Debt.

                 c.      Each consent, approval, amendment, modification or 
waiver specifically enumerated in Section 10.01(i), (ii) or (iii) shall 
require the consent of all Lenders.

                 d.      In addition to the required consents or approvals 
referred to in subsection (a) above, Agent Bank may at any time request 
instructions from Requisite Lenders with respect to any actions or approvals 
which, by the terms of this Credit Agreement or of any of the Loan Documents, 
Agent Bank is permitted or required to take or to grant without instructions 
from any Lenders, and if such instructions are promptly requested, Agent Bank 
shall be absolutely entitled to refrain from taking any action or to withhold 
any approval and shall not be under any liability whatsoever to any Person 
for refraining from taking any action or withholding any approval under any 
of the Loan Documents until it shall have received such instructions from 
Requisite Lenders.  Without limiting the foregoing, no Lender shall have any 
right of action whatsoever against Agent Bank as a result of Agent Bank 
acting or refraining from acting under this Credit Agreement, the Security 
Documentation or any of the other Loan Documents in accordance with the 
instructions of Majority Lenders or Requisite Lenders or, where applicable, 
all Lenders.  Agent Bank shall promptly notify each Lender at any time that 
the Requisite Lenders have instructed Agent Bank to act or refrain from 
acting pursuant hereto.

                                    -164-
<PAGE>

                 e.      Each Lender agrees that any action taken by Agent 
Bank at the direction or with the consent of Majority Lenders or Requisite 
Lenders, as applicable, in accordance with the provisions of this Credit 
Agreement or any Loan Document, and the exercise by Agent Bank at the 
direction or with the consent of Majority Lenders or Requisite Lenders, as 
applicable, of the powers set forth herein or therein, together with such 
other powers as are reasonably incidental thereto, shall be authorized and 
binding upon all Lenders, except for actions specifically requiring the 
approval of all Lenders.  All communications from Agent Bank to Lenders 
requesting Lenders' determination, consent, approval or disapproval (i) shall 
be given in the form of a written notice to each Lender, (ii) shall be 
accompanied by a description of the matter or thing as to which such 
determination, approval, consent or disapproval is requested, or shall advise 
each Lender where such matter or thing may be inspected, or shall otherwise 
describe the matter or issue to be resolved, (iii) shall include, if 
reasonably requested by a Lender and to the extent not previously provided to 
such Lender, written materials provided to Agent Bank by Borrowers in respect 
of the matter or issue to be resolved, and (iv) shall include Agent Bank's 
recommended course of action or determination in respect thereof.  Each 
Lender shall reply promptly, but in any event within ten (10) Banking 
Business Days (the "Lender Reply Period").  Unless a Lender shall give 
written notice to Agent Bank that it objects to the recommendation or 
determination of Agent Bank (together with a written explanation of the 
reasons behind such objection) within the Lender Reply Period, such Lender 
shall be deemed to have approved of or consented to such recommendation or 
determination.  With respect to decisions requiring the approval of Majority 
Lenders, Requisite Lenders or all Lenders, Agent Bank shall submit its 
recommendation or determination for approval of or consent to such 
recommendation or determination to all Lenders and upon receiving the 
required approval or consent shall follow the course of action or 
determination recommended to Lenders by Agent Bank or such other course of 
action recommended by Majority Lenders or Requisite Lenders, as applicable, 
and each non-responding Lender shall be deemed to have concurred with such 
recommended course of action.

          Section 9.11.  AGENCY PROVISIONS RELATING TO COLLATERAL.

                 a.      Agent Bank is hereby authorized on behalf of all 
Lenders, without the necessity of any notice to or further consent from any 
Lender, from time to time prior to an Event of Default, to take any action 
with respect to any Collateral or Loan Document which may be necessary to 
perfect and maintain Liens of the Security Documentation upon the 


                                    -165-
<PAGE>

Collateral granted pursuant to the Loan Documents.  Agent Bank may make, and 
shall be reimbursed by Lenders (in accordance with their Pro Rata Shares), to 
the extent not reimbursed by Borrowers, for, Protective Advance(s) during any 
one (1) calendar year with respect to the Collateral up to the sum of (i) 
amounts expended to pay real estate taxes, assessments and governmental 
charges or levies imposed upon such Collateral, (ii) amounts expended to pay 
insurance premiums for policies of insurance related to such Collateral, and 
(iii) One Hundred Thousand Dollars ($100,000.00).  Protective Advances in 
excess of said sum during any calendar year for any Collateral shall require 
the consent of Requisite Lenders.

                 b.      Lenders hereby irrevocably authorize Agent Bank, at 
its option and in its discretion, to release any Security Documentation 
granted to or held by Agent Bank upon all or substantially all of the 
Collateral (i) upon Bank Facility Termination and repayment and satisfaction 
of all Borrowings, and all other Obligations and the termination of this 
Credit Agreement, or (ii) if approved, authorized or ratified in writing by 
Agent Bank at the direction of all Lenders.  Lenders hereby irrevocably 
authorize Agent Bank to release any Collateral that may be sold, transferred, 
disposed of or otherwise conveyed by the Borrower Consolidation in accordance 
with the terms of this Credit Agreement or as contemplated in Section 5.16.  
Agent Bank shall not be required to execute any document to evidence the 
release of the Security Documentation granted to Agent Bank for the benefit 
of Lenders herein or pursuant hereto upon any Collateral if, in Agent Bank's 
opinion, such document would expose Agent Bank to liability or create any 
obligation or entail any consequence other than the release of such Security 
Documentation without recourse or warranty, and such release shall not in any 
manner discharge, affect or impair the Obligations or any Security 
Documentation upon (or obligations of Borrowers in respect of) any property 
which shall continue to constitute part of the Collateral.

                 c.      Except as provided in this Credit Agreement, Agent 
Bank shall have no obligation whatsoever to any Lender or to any other Person 
to assure that the Collateral exists or is owned by Borrowers or is cared 
for, protected or insured or has been encumbered or that the Security 
Documentation granted to Agent Bank herein or in any of the other Loan 
Documents or pursuant hereto or thereto have been properly or sufficiently or 
lawfully created, perfected, protected or enforced or are entitled to any 
particular priority.

                 d.      Should Agent Bank (i) employ counsel for advice or 
other representation (whether or not any suit has 

                                    -166-
<PAGE>

been or shall be filed) with respect to any Collateral or any part thereof, 
or any of the Loan Documents, or the attempt to enforce any security interest 
or Security Documentation on any of the Collateral, or (ii) commence any 
proceeding or in any way seek to enforce its rights or remedies under the 
Loan Documents, irrespective of whether as a result thereof Agent Bank shall 
acquire title to any Collateral, either through foreclosure, deed in lieu of 
foreclosure or otherwise, each Lender, upon demand therefor from time to 
time, shall contribute its share (based on its Pro Rata Share) of the 
reasonable costs and/or expenses of any such advice or other representation, 
enforcement or acquisition, including, but not limited to, fees of receivers 
or trustees, court costs, title company charges, filing and recording fees, 
appraisers' fees and fees and expenses of attorneys to the extent not 
otherwise reimbursed by Borrowers; provided that Agent Bank shall not be 
entitled to reimbursement of its attorneys' fees and expenses incurred in 
connection with the resolution of disputes between Agent Bank and other 
Lenders unless Agent Bank shall be the prevailing party in any such dispute.  
Any loss of principal and interest resulting from any Event of Default shall 
be shared by Lenders in accordance with their respective Pro Rata Shares.  It 
is understood and agreed that in the event Agent Bank determines it is 
necessary to engage counsel for Lenders from and after the occurrence of an 
Event of Default, said counsel shall be selected by Agent Bank.

                 e.      In the event that all or any portion of the 
Collateral is acquired by Agent Bank as the result of a foreclosure or the 
acceptance of a fgdeed or assignment in lieu of foreclosure, or is retained 
in satisfaction of all or any part of Borrowers' obligations, title to any 
such Collateral or any portion thereof shall be held in the name of Agent 
Bank or a nominee or subsidiary of Agent Bank, as agent, for the ratable 
benefit of Agent Bank and Lenders.  Agent Bank shall prepare a recommended 
course of action for such Collateral (the "Post-Foreclosure Plan"), which 
shall be subject to the approval of the Requisite Lenders.  In the event that 
Requisite Lenders do not approve such Post-Foreclosure Plan, any Lender shall 
be permitted to submit an alternative Post-Foreclosure Plan to Agent Bank, 
and Agent Bank shall submit any and all such additional Post-Foreclosure 
Plans to the Lenders for evaluation and the approval of Requisite Lenders.  
In accordance with the approved Post-Foreclosure Plan, Agent Bank shall 
manage, operate, repair, administer, complete, construct, restore or 
otherwise deal with the Collateral acquired and administer all transactions 
relating thereto, including, without limitation, employing a management 
agent, leasing agent and other agents, contractors and employees, including 
agents of the sale of such Collateral, and the collecting of rents and other 
sums from such Collateral and 

                                    -167-
<PAGE>

paying the expenses of such Collateral; actions taken by Agent Bank with 
respect to the Collateral, which are not provided for in the approved 
Post-Foreclosure Plan or reasonably incidental thereto, shall require the 
consent of Requisite Lenders by way of supplement to such Post-Foreclosure 
Plan.  Upon demand therefor from time to time, each Lender will contribute 
its share (based on its Pro Rata Share) of all reasonable costs and expenses 
incurred by Agent Bank pursuant to the Post-Foreclosure Plan in connection 
with the construction, operation, management, maintenance, leasing and sale 
of such Collateral.  In addition, Agent Bank shall render or cause to be 
rendered by the managing agent, to each of the Lenders, monthly, an income 
and expense statement for such Collateral, and each of the Lenders shall 
promptly contribute its Pro Rata Share of any operating loss for such 
Collateral, and such other expenses and operating reserves as Agent Bank 
shall deem reasonably necessary pursuant to and in accordance with the 
Post-Foreclosure Plan.  To the extent there is net operating income from such 
Collateral, Agent Bank shall, in accordance with all applicable Gaming Laws 
and the Post-Foreclosure Plan, determine the amount and timing of 
distributions to Lenders.  All such distributions shall be made to Lenders in 
accordance with their respective Pro Rata Shares.  Lenders acknowledge that 
if title to any Collateral is obtained by Agent Bank or its nominee, such 
Collateral will not be held as a permanent investment but will be liquidated 
as soon as practicable. Agent Bank shall undertake to sell such Collateral, 
at such price and upon such terms and conditions as the Requisite Lenders 
shall reasonably determine to be most advantageous.  Any purchase money 
mortgage or deed of trust taken in connection with the disposition of such 
Collateral in accordance with the immediately preceding sentence shall name 
Agent Bank, as agent for Lenders, as the beneficiary or mortgagee.  In such 
case, Agent Bank and Lenders shall enter into an agreement with respect to 
such purchase money mortgage defining the rights of Lenders in the same Pro 
Rata Shares as provided hereunder, which agreement shall be in all material 
respects similar to this Article IX insofar as the same is appropriate or 
applicable.

          Section 9.12.  LENDER ACTIONS AGAINST COLLATERAL AND RESTRICTION ON 
EXERCISE OF SET-OFF.  Each Lender agrees that it will not take any action, 
nor institute any actions or proceedings, against Borrowers or any other 
obligor hereunder, under the Security Documentation or under any other Loan 
Documents with respect to exercising claims against or rights in any 
Collateral or exercise any set-off under Section 10.23 or under common law 
without the prior consent of Requisite Lenders.

                                    -168-
<PAGE>

          Section 9.13.  RATABLE SHARING.  Subject to Section 9.03 and 9.04, 
upon the occurrence of an Event of Default, Lenders agree among themselves 
that (i) with respect to all amounts received by them which are applicable to 
the payment of the Obligations, equitable adjustment will be made so that, in 
effect, all such amounts will be shared among them ratably in accordance with 
their Pro Rata Shares, whether received by voluntary payment, by counterclaim 
or cross action or by the enforcement of any or all of the Obligations, or 
the Collateral, (ii) if any of them shall by voluntary payment or by the 
exercise of any right of counterclaim or otherwise, receive payment of a 
proportion of the aggregate amount of the Obligations held by it which is 
greater than its Pro Rata Share of the payments on account of the 
Obligations, the one receiving such excess payment shall purchase, without 
recourse or warranty, an undivided interest and participation (which it shall 
be deemed to have done simultaneously upon the receipt of such payment) in 
such Obligations owed to the others so that all such recoveries with respect 
to such Obligations shall be applied ratably in accordance with their Pro 
Rata Shares; provided, that if all or part of such excess payment received by 
the purchasing party is thereafter recovered from it, those purchases shall 
be rescinded and the purchase prices paid for such participations shall be 
returned to that party to the extent necessary to adjust for such recovery, 
but without interest except to the extent the purchasing party is required to 
pay interest in connection with such recovery.  Borrowers agree that any 
Lender so purchasing a participation from another Lender pursuant to this 
Section 9.13 may, to the fullest extent permitted by law, exercise all its 
rights of payment with respect to such participation as fully as if such 
Lender were the direct creditor of Borrowers in the amount of such 
participation.  No Lender shall exercise any setoff, banker's lien or other 
similar right in respect to any Obligations without the prior written 
approval by Agent Bank.

          Section 9.14.  DELIVERY OF DOCUMENTS.  Agent Bank shall as soon as 
reasonably practicable distribute to each Lender at its primary address set 
forth on the appropriate counterpart signature page hereof, or at such other 
address as a Lender may request in writing, (i)copies of all documents to 
which such Lender is a party or of which is executed or held by Agent Bank on 
behalf of such Lender, (ii) all documents of which Agent Bank receives copies 
from Borrowers pursuant to Article VI and Section 10.03, (iii) all other 
documents or information which Agent Bank is required to send to Lenders 
pursuant to the terms of this Credit Agreement, (iv) other information or 
documents received by Agent Bank at the request of any Lender, and (v) all 
notices received by Agent Bank pursuant to Section 5.21.  In addition, within 
fifteen (15) Banking Business Days after receipt of a request in writing 

                                    -169-
<PAGE>

from a Lender for written information or documents provided by or prepared by 
Borrowers, Agent Bank shall deliver such written information or documents to 
such requesting Lender if Agent Bank has possession of such written 
information or documents in its capacity as Agent Bank or as a Lender.

          Section 9.15.  NOTICE OF EVENTS OF DEFAULT.  Agent Bank shall not 
be deemed to have knowledge or notice of the occurrence of any Default or 
Event of Default (other than nonpayment of principal of or interest on the 
Bank Facilities) unless Agent Bank has received notice in writing from a 
Lender or Borrowers referring to this Credit Agreement or the other Loan 
Documents, describing such event or condition and expressly stating that such 
notice is a notice of a Default or Event of Default.  Should Agent Bank 
receive such notice of the occurrence of a Default or Event of Default, or 
should Agent Bank send Borrowers a notice of Default or Event of Default, 
Agent Bank shall promptly give notice thereof to each Lender.
                                       
                                   ARTICLE X

                          GENERAL TERMS AND CONDITIONS

          The following terms and conditions shall be applicable until Bank 
Facility Termination:

          Section 10.01. AMENDMENTS AND WAIVERS. (a) No amendment or 
modification of any provision of this Credit Agreement shall be effective 
without the written agreement of Majority Lenders or Requisite Lenders, as 
set forth in Section 9.10 or otherwise herein required (after notice to all 
Lenders) and Borrowers (except for rights and priorities of Lenders as 
amongst themselves as provided in Section 9.04(a) which do not require the 
consent of Borrowers), and (b) no termination or waiver of any provision of 
this Credit Agreement, or consent to any departure by Borrowers therefrom 
shall in any event be effective without the written concurrence of Majority 
Lenders or Requisite Lenders, as set forth in Section 9.10 or otherwise 
herein required (after notice to all Lenders), which Majority Lenders or 
Requisite Lenders, as applicable, shall have the right to grant or withhold 
at their sole discretion, except that the following amendments, modifications 
or waivers shall require the consent of all Lenders:

                 (i)        modify any requirement hereunder that any 
particular action be taken by all the Lenders or by the Requisite Lenders or 
by the Majority Lenders, modify this Section 10.01 or change the definition 
of "Requisite Lenders" or "Majority Lenders", or remove Agent Bank under

                                    -170-
<PAGE>

Section 9.09(a) (without regard to the vote of Agent Bank as a Lender);

                 (ii)       increase the Aggregate Commitment or increase the 
Syndication Interest of any Lender or release any material portion of the 
Collateral or release any Borrower or Subsidiary Guarantor except as 
specifically provided in the Credit Agreement or extend the Maturity Date; or

                 (iii)   reduce any fees described in Section 2.10(b) or (c) 
or extend the due date for, or reduce or postpone the amount of, any payments 
on the Credit Facility, or reduce the rate of interest or postpone the 
payment of interest on the Credit Facility.

No amendment, modification, termination or waiver of any provision of Article 
IX or any other provision referring to Agent Bank shall be effective without 
the written concurrence of Agent Bank, but only if such amendment, 
modification, termination or waiver alters the obligations or rights of Agent 
Bank.  Any waiver or consent shall be effective only in the specific instance 
and for the specific purpose for which it was given.  No notice to or demand 
on Borrowers in any case shall entitle Borrowers to any other further notice 
or demand in similar or other circumstances.  Any amendment, modification, 
termination, waiver or consent effected in accordance with this Section 10.01 
shall be binding on each assignee, transferee or recipient of Agent Bank's or 
any Lender's respective Syndication Interest in the Credit Facility at the 
time outstanding.  No modification of Section 2.08 or the Swingline Note 
shall be made without the consent of the Swingline Lender.  No modification 
of Section 2.09 shall be made without the consent of the L/C Issuer.

          Section 10.02. FAILURE TO EXERCISE RIGHTS.  Nothing herein 
contained shall impose upon Banks or Borrowers any obligation to enforce any 
terms, covenants or conditions contained herein.  Failure of Banks or 
Borrowers, in any one or more instances, to insist upon strict performance by 
Borrowers or Banks of any terms, covenants or conditions of this Credit 
Agreement or the other Loan Documents, shall not be considered or taken as a 
waiver or relinquishment by Banks or Borrowers of their right to insist upon 
and to enforce in the future, by injunction or other appropriate legal or 
equitable remedy, strict compliance by Borrowers or Banks with all the terms, 
covenants and conditions of this Credit Agreement and the other Loan 
Documents.  The consent of Banks or Borrowers to any act or omission by 
Borrowers or Banks shall not be construed to be a consent to any other or 
subsequent act or omission or to waive the requirement for 

                                    -171-
<PAGE>

Banks' or Borrowers' consent to be obtained in any future or other instance.

          Section 10.03. NOTICES AND DELIVERY.  Unless otherwise specifically 
provided herein, any consent, notice or other communication herein required 
or permitted to be given shall be in writing and may be personally served, 
telecopied or sent by courier service or United States mail and shall be 
deemed to have been given when delivered in person or by courier service, 
upon receipt of a telecopy (or on the next Banking Business Day if such 
telecopy is received on a non-Banking Business Day or after 5:00 p.m. on a 
Banking Business Day) or four (4) Banking Business Days after deposit in the 
United States mail (registered or certified, with postage prepaid and 
properly addressed).  Notices to Agent Bank pursuant to Articles II shall not 
be effective until received by Agent Bank.  For the purposes hereof, the 
addresses of the parties hereto (until notice of a change thereof is 
delivered as provided in this Section 10.03) shall be as set forth below each 
party's name on the signature pages hereof, or, as to each party, at such 
other address as may be designated by such party in an Assignment and 
Assumption Agreement or in a written notice to all of the other parties.  All 
deliveries to be made to Agent Bank for distribution to the Lenders shall be 
made to Agent Bank at the addresses specified for notice on the signature 
page hereto and in addition, a sufficient number of copies of each such 
delivery shall be delivered to Agent Bank for delivery to each Lender at the 
address specified for deliveries on the signature page hereto or such other 
address as may be designated by Agent Bank in a written notice.

          Section 10.04. MODIFICATION IN WRITING.  This Credit Agreement and 
the other Loan Documents constitute the entire agreement between the parties 
and supersede all prior agreements whether written or oral with respect to 
the subject matter hereof, including, but not limited to, the Existing Credit 
Agreement, the Existing Revolving Credit Note and any term sheets furnished 
by any of the Banks to Borrowers.  Neither this Credit Agreement, nor any 
other Loan Documents, nor any provision herein, or therein, may be changed, 
waived, discharged or terminated orally, but only by an instrument in writing 
signed by the party against whom enforcement of the change, waiver, discharge 
or termination is sought.

          Section 10.05. OTHER AGREEMENTS.  If the terms of any documents, 
certificates or agreements delivered in connection with this Credit Agreement 
are inconsistent with the terms of the Loan Documents, Borrowers shall use 
their best efforts to amend such document, certificate or agreement to the 
satisfaction of Agent Bank to remove such inconsistency.

                                    -172-
<PAGE>

          Section 10.06. COUNTERPARTS.  This Credit Agreement may be executed 
by the parties hereto in any number of separate counterparts with the same 
effect as if the signatures hereto and hereby were upon the same instrument.  
All such counterparts shall together constitute but one and the same document.

          Section 10.07. RIGHTS, POWERS AND REMEDIES ARE CUMULATIVE.  None of 
the rights, powers and remedies conferred upon or reserved to Agent Bank, 
Banks or Borrowers in this Credit Agreement are intended to be exclusive of 
any other available right, power or remedy, but each and every such right, 
power and remedy shall be cumulative and not alternative, and shall be in 
addition to every right, power and remedy herein specifically given or now or 
hereafter existing at law, in equity or by statute.  Any forbearance, delay 
or omission by Agent Bank, Banks or Borrowers in the exercise of any right, 
power or remedy shall not impair any such right, power or remedy or be 
considered or taken as a waiver or relinquishment of the right to insist upon 
and to enforce in the future, by injunction or other appropriate legal or 
equitable remedy, any of said rights, powers and remedies given to Agent 
Bank, Banks or Borrowers herein. The exercise of any right or partial 
exercise thereof by Agent Bank, Banks or Borrowers shall not preclude the 
further exercise thereof and the same shall continue in full force and effect 
until specifically waived by an instrument in writing executed by Agent Bank 
or Banks, as the case may be.

          Section 10.08. CONTINUING REPRESENTATIONS.  All agreements, 
representations and warranties made herein shall survive the execution and 
delivery of this Credit Agreement, the making of the Bank Facilities 
hereunder and the execution and delivery of each other Loan Document until 
final payment of all sums owing under the Bank Facilities and Bank Facility 
Termination has occurred.

          Section 10.09. SUCCESSORS AND ASSIGNS.  All of the terms, 
covenants, warranties and conditions contained in this Credit Agreement shall 
be binding upon and inure to the sole and exclusive benefit of the parties 
hereto and their respective successors and assigns.

          Section 10.10. ASSIGNMENT OF LOAN DOCUMENTS BY BORROWERS OR 
SYNDICATION INTERESTS BY LENDERS.

                 a.      This Credit Agreement and the other Loan Documents 
to which Borrowers are a party will be binding upon and inure to the benefit 
of Borrowers, the Agent Bank, each of the Banks, and their respective 
successors and assigns, EXCEPT that, Borrowers may not assign their rights 
hereunder or

                                    -173-
<PAGE>

thereunder or any interest herein or therein without the prior written 
consent of all the Lenders.  Any attempted assignment or delegation in 
contravention of the foregoing shall be null and void.  Any Lender may at any 
time pledge its Syndication Interest in the Credit Facility, the Credit 
Agreement and the Loan Documents to a Federal Reserve Bank, but no such 
pledge shall release that Lender from its obligations hereunder or grant to 
such Federal Reserve Bank the rights of a Lender hereunder absent foreclosure 
of such pledge.

                 b.      Each Lender may assign all or any part of its 
Syndication Interest in the Credit Facility to any Affiliate of such Lender 
or to any other Lender without consent and to one or more financial 
institutions that are Eligible Assignees with the prior consent of the Agent 
Bank (which consent shall not be unreasonably withheld or delayed) and, so 
long as no Default or Event of Default has occurred and remains continuing, 
with the prior consent of the Borrowers (which consent shall not be 
unreasonably withheld or delayed); PROVIDED, however, that the minimum amount 
of each such assignment shall be Five Million Dollars ($5,000,000.00), or 
such lesser amount as constitutes the remaining amount of a Lender's 
Syndication Interest in the Credit Facility (except that there shall be no 
minimum assignment among the Lenders or to their Affiliates), and each 
assignee Lender (or assignor if so agreed between the assignee Lender and 
such assignor) shall pay to the Agent Bank an assignment fee of Three 
Thousand Five Hundred Dollars ($3,500.00) with respect to each such 
assignment.  Each such assignment shall be evidenced by an assignment 
substantially in the form of an Assignment and Assumption Agreement or other 
form reasonably acceptable to Agent Bank and Borrowers.  Upon any such 
assignment, the assignee financial institution shall become a Lender for all 
purposes under the Credit Agreement and each of the Loan Documents and the 
assigning Lender shall be released from its further obligations hereunder to 
the extent of such assignment.  Notwithstanding the foregoing, the rights of 
the Lenders to make assignments shall be subject to the approval by the 
Gaming Authorities of the assignee or participant, to the extent required by 
applicable Gaming Laws, and to applicable securities laws.

                 c.      Each Lender may sell participations without notice 
to or consent of the Borrowers, or any of them, or Agent Bank to any bank or 
financial institution which is not a competitor or an Affiliate of any 
competitor of the Casino Facilities in the gaming industry (it being 
acknowledged that a bank or financial institution shall not be deemed a 
competitor or Affiliate of a competitor merely because it lends money or 
otherwise extends credit to any such competitor or Affiliate of a 
competitor), for all or any part 

                                    -174-
<PAGE>

of its Syndication Interest in the Credit Facility; PROVIDED, however, that 
(i) such Lender shall remain responsible for its total obligations under the 
Credit Agreement and each of the Loan Documents, (ii) the Borrowers and the 
Agent Bank shall continue to deal solely with such Lender in connection with 
such Lender's rights and obligations under the Credit Agreement and each of 
the Loan Documents, and (iii) such Lender shall not sell any participation 
under which the participant would have rights to approve any amendment or 
waiver relating to the Credit Agreement or any Loan Document except to the 
extent any such amendment or waiver would (w) extend the final maturity date 
or the date for the payment of any installments of fees, principal or 
interest due in respect of the Credit Facility, (x) reduce the interest rates 
applicable to the Credit Facility or (y) release any material portion of the 
Collateral or any Borrower or Subsidiary Guarantor.  Notwithstanding the 
foregoing, the rights of the Lenders to grant participations shall be subject 
to the approval by the Gaming Authorities of the assignee or participant, to 
the extent required by applicable Gaming Laws, and to applicable securities 
laws.

                 d.      In the event any Lender is found unsuitable as a 
Lender under the Credit Facility by the Gaming Authorities or the 
Governmental Authorities of any State of the United States ("Unsuitable 
Lender"): (a) Agent Bank shall use its best efforts to find a replacement 
Lender, (b) Borrowers shall have the right to make a Voluntary Reduction in 
the amount necessary to reduce the Aggregate Commitment by the amount of the 
Syndication Interest held by the Unsuitable Lender, and any payments required 
in connection with such Voluntary Reduction shall be made to the Unsuitable 
Lender and not on a pro rata basis to all Lenders, (without any penalties, 
including any Breakage Charges) until a replacement Lender, if any, commits 
to acquire the Syndication Interest of the Unsuitable Lender, at which time 
the Aggregate Commitment shall be increased by the amount of the Voluntary 
Reduction, and (c) upon full payment of all outstanding amounts of principal 
and interest owing it, such Unsuitable Lender shall execute such documents as 
may be required by Agent Bank, Borrowers or any applicable gaming authorities 
to evidence the termination of its Syndication Interest in the Credit 
Facility.

          Section 10.11. ACTION BY LENDERS.  Whenever Banks shall have the 
right to make an election, or to exercise any right, or their consent shall 
be required for any action under this Credit Agreement or the Loan Documents, 
then such election, exercise or consent shall be given or made for all Banks 
by Agent Bank in accordance with the provisions of Sections 10.01.  Notices, 
reports and other documents required 

                                    -175-
<PAGE>

to be given by Borrowers to Banks hereunder may be given by Borrowers to 
Agent Bank on behalf of Banks, with sufficient copies for distribution to 
each of the Banks, and the delivery to Agent Bank shall constitute delivery 
to Banks.  In the event any payment or payments are received by a Lender 
other than Agent Bank, Borrowers consent to such payments being shared and 
distributed as provided herein.

          Section 10.12. TIME OF ESSENCE.  Time shall be of the essence of 
this Credit Agreement.

          Section 10.13. CHOICE OF LAW AND FORUM.  This Credit Agreement 
shall be governed by and construed in accordance with the internal laws of 
the State of Nevada without regard to principles of conflicts of law.  
Borrowers, Lenders and Agent Bank further agree that a non-exclusive forum 
for the determination of any action relating to this Credit Agreement, the 
Loan Documents, or any other document or instrument delivered in favor of 
Banks pursuant to the terms hereof may include an appropriate Court of the 
State of Nevada or the United States District Court or United States 
Bankruptcy Court for the District of Nevada and the Borrowers, Lenders and 
Agent Bank hereby irrevocably submit to the jurisdiction thereof.

          Section 10.14.  ARBITRATION.

                 a.      Upon the request of any party, whether made before 
or after the institution of any legal proceeding, any action, dispute, claim 
or controversy of any kind (e.g., whether in contract or in tort, statutory 
or common law, legal or equitable) ("Dispute") now existing or hereafter 
arising between the parties in any way arising out of, pertaining to or in 
connection with the Credit Agreement, Loan Documents or any related 
agreements, documents, or instruments (collectively the "Documents"), may, by 
summary proceedings (e.g., a plea in abatement or motion to stay further 
proceedings), bring an action in court to compel arbitration of any Dispute.

                 b.      All Disputes between the parties shall be resolved 
by binding arbitration governed by the Commercial Arbitration Rules of the 
American Arbitration Association, which shall use the Federal Rules of Civil 
Procedure with respect to all discovery matters.  Judgment upon the award 
rendered by the arbitrators may be entered in any court having jurisdiction.

                 c.      No provision of, nor the exercise of any rights 
under this arbitration clause shall limit the rights of any party, and the 
parties shall have the right during any 

                                    -176-
<PAGE>

Dispute, to seek, use and employ ancillary or preliminary remedies, judicial 
or otherwise, for the purposes of realizing upon, preserving, protecting or 
foreclosing upon any property, real or personal, which is involved in a 
Dispute, or which is subject to, or described in, the Documents, including, 
without limitation, rights and remedies relating to: (i) foreclosing against 
any real or personal property collateral or other security by the exercise of 
a power of sale under the Security Documentation or other security agreement 
or instrument, or applicable law, (ii) exercising self-help remedies 
(including setoff rights) or (iii) obtaining provisional or ancillary 
remedies such as injunctive relief, sequestration, attachment, garnishment or 
the appointment of a receiver from a court having jurisdiction before, during 
or after the pendency of any arbitration.  The institution and maintenance of 
an action for judicial relief or pursuit of provisional or ancillary remedies 
or exercise of self-help remedies shall not constitute a waiver of the right 
of any party, including the plaintiff, to submit the Dispute to arbitration 
nor render inapplicable the compulsory arbitration provision hereof.

          Section 10.15.  WAIVER OF JURY TRIAL.  TO THE MAXIMUM EXTENT 
PERMITTED BY LAW, BORROWERS AND EACH OF THE BANKS EACH MUTUALLY HEREBY 
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, 
CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS CREDIT 
AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS, OR IN ANY WAY CONNECTED 
WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF BORROWERS AND BANKS WITH 
RESPECT TO THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS, OR 
THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR 
HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR 
OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWERS AND EACH OF THE 
BANKS EACH MUTUALLY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, 
DEMAND, OR PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND 
THAT THE DEFENDING PARTY MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION 
WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF THE 
COMPLAINING PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

          Section 10.16. SCOPE OF APPROVAL AND REVIEW.  Any inspection of the 
Casino Facilities shall be deemed to be made solely for Banks' internal 
purposes and shall not be relied upon by the Borrowers or any third party.  
In no event shall Lenders be deemed or construed to be joint venturers or 
partners of Borrowers.

          Section 10.17. SEVERABILITY OF PROVISIONS.  In the event any one or 
more of the provisions contained in this Credit Agreement shall be invalid, 
illegal or unenforceable in 

                                      -177-
<PAGE>

any respect, the validity, legality and enforceability of the remaining 
provisions contained herein shall not in any way be affected or impaired 
thereby.

          Section 10.18. CUMULATIVE NATURE OF COVENANTS.  All covenants 
contained herein are cumulative and not exclusive of each other covenant.  
Any action allowed by any covenant shall be allowed only if such action is 
not prohibited by any other covenant.

          Section 10.19. COSTS TO PREVAILING PARTY.  If any action or 
arbitration proceeding is brought by any party against any other party under 
this Credit Agreement or any of the Loan Documents, the prevailing party 
shall be entitled to recover such costs and attorney's fees as the court in 
such action or proceeding may adjudge reasonable.

          Section 10.20. EXPENSES.

                 a.      GENERALLY.  Borrowers agree within ten (10) Banking 
Business Days following demand to pay, or reimburse Agent Bank for, all of 
Agent Bank's documented reasonable out-of-pocket costs and expenses of every 
type and nature incurred by Agent Bank at any time (whether prior to, on or 
after the date of this Credit Agreement) in connection with (i) any requests 
for consent, waiver or other modification of any Loan Document made by 
Borrowers, other than to correct errors attributable to the Banks; (ii) the 
negotiation, preparation and execution of this Credit Agreement (including, 
without limitation, the satisfaction or attempted satisfaction of any of the 
conditions set forth in Article III), the Security Documentation and the 
other Loan Documents and the advance of Borrowings; (iii) the subordination 
of any Collateral requested by Borrowers, including title charges, recording 
fees and reasonable attorneys' fees and costs incurred in connection 
therewith; (iv) any appraisals performed after the occurrence of an Event of 
Default; (v) the creation, perfection or protection of the Security 
Documentation on the Collateral (including, without limitation, any fees and 
expenses for title and lien searches, local counsel in various jurisdictions, 
filing and recording fees and taxes, duplication costs and corporate search 
fees); and (vi) the protection, collection or enforcement of any of the 
Obligations or the Collateral, including Protective Advances.

                 b.      AFTER EVENT OF DEFAULT.  Borrowers further agree to 
pay, or reimburse Agent Bank and Lenders, for all reasonable out-of-pocket 
costs and expenses, including without limitation reasonable attorneys' fees 
and disbursements incurred by Agent Bank or Lenders after the occurrence of 
an 

                                    -178-
<PAGE>

Event of Default (i) in enforcing any Obligation or in foreclosing against 
the Collateral or exercising or enforcing any other right or remedy available 
by reason of such Event of Default; (ii) in connection with any refinancing 
or restructuring of the credit arrangements provided under this Credit 
Agreement in the nature of a "work-out" or in any insolvency or bankruptcy 
proceeding; (iii) in commencing, defending or intervening in any litigation 
or in filing a petition, complaint, answer, motion or other pleadings in any 
legal proceeding relating to Borrowers and related to or arising out of the 
transactions contemplated hereby (whether in bankruptcy or otherwise); (iv) 
in protecting, preserving, collecting, leasing, selling, taking possession 
of, or liquidating any of the Collateral; or (v) in attempting to enforce or 
enforcing any lien in any of the Collateral or any other rights under the 
Security Documentation.

          Section 10.21. SECURITY AND LOAN DOCUMENTATION.  The Security 
Documentation and other Loan Documents (other than this Credit Agreement) may 
be held in the name of WFB as the Agent Bank of all Banks hereunder pursuant 
to the terms of this Credit Agreement.

          Section 10.22. SETOFF.  In addition to any rights and remedies of 
the Banks provided by law, if any Event of Default exists, Agent Bank is 
authorized at any time and from time to time, without prior notice to the 
Borrowers, any such notice being waived by the Borrowers to the fullest 
extent permitted by law, to set-off and apply any and all deposits (general 
or special, time or demand, provisional or final) at any time held by such 
Bank to or for the credit or the account of Borrowers against any and all 
obligations of Borrowers under the Bank Facilities, now or hereafter 
existing, irrespective of whether or not the Agent Bank or any such Bank 
shall have made demand under this Credit Agreement or any Loan Document and 
although such amounts owed may be contingent or unmatured.  Agent Bank agrees 
promptly to notify the Borrowers and the Agent Bank (and Agent Bank shall 
promptly notify each other Bank) after any such setoff and application made 
by Agent Bank; provided, however, that the failure to give such notice shall 
not affect the validity of such set-off and application.  The rights of each 
Bank under this Section 10.22 are in addition to the other rights and 
remedies (including other rights of setoff) which each such Bank may have.

          Section 10.23. BORROWERS' WAIVERS AND CONSENTS.

                 a.      Each Borrower shall be jointly and severally liable 
for the repayment of all Aggregate Outstandings.

                                    -179-
<PAGE>

                 b.      Each Borrower agrees that neither the Agent Bank nor 
any Bank shall have any responsibility to inquire into the apportionment, 
allocation or disposition of any Borrowings, Swingline Advances and/or 
Letters of Credit as among the Borrowers.

                 c.      For the purpose of implementing the joint borrower 
provisions of this Credit Agreement and each of the Loan Documents, each 
Borrower hereby irrevocably appoints each other Borrower as its agent and 
attorney-in-fact for all purposes of this Credit Agreement and each of the 
Loan Documents, including without limitation the giving and receiving of 
notices and other communications, the making of requests for, or conversions 
or continuations of, Borrowings, Swingline Advances and/or Letters of Credit, 
the execution and delivery of certificates and the receipt and allocation of 
disbursements from the Banks.

                 d.      Each Borrower acknowledges that the handling of the 
Bank Facilities on a joint borrowing basis as set forth in this Credit 
Agreement is solely an accommodation to Borrowers and is done at their 
request.   Each Borrower agrees that neither the Agent Bank, nor any Bank, 
shall incur any liability to any Borrower as a result thereof (except as a 
result of the breach hereof by any such Person or such Person's gross 
negligence or wilful misconduct).  To induce the Agent Bank and the Banks to 
enter into this Credit Agreement, and in consideration thereof, in accordance 
with the provisions set forth in Section 5.14 of this Credit Agreement, each 
Borrower hereby agrees to indemnify the Agent Bank and each Bank and hold 
each such entity harmless from and against any and all liabilities, expenses, 
losses, damages and/or claims of damage or injury asserted against such 
entity (except as a result of the breach hereof by any such Person or such 
Person's gross negligence or wilful misconduct) by any member of the Borrower 
Consolidation arising from or incurred by reason of the structuring of the 
Bank Facilities as herein provided, reliance by the Agent Bank or the Banks 
on any requests or instructions from any Borrower.  This Section shall 
survive Bank Facility Termination.

                 e.      Each Borrower represents and warrants to the Agent 
Bank and the Banks that (i) it has established adequate means of obtaining 
from each other Borrower on a continuing basis financial and other 
information pertaining to the business, operations and condition (financial 
and otherwise) of each of the other Borrowers and its respective property, 
and (ii) each Borrower now is and hereafter will be familiar with the 
business, operations and condition (financial and otherwise) of each other 
Borrower, and its property.  Each Borrower hereby waives and relinquishes any 

                                    -180-
<PAGE>

duty on the part of the Agent Bank or any Bank to disclose to such Borrower 
any matter, fact or thing relating to the business, operations or condition 
(financial or otherwise) of any other Borrower, or the property of any other 
Borrower, whether now or hereafter known by the Agent Bank or any Bank at any 
time through Bank Facility Termination.

                 f.      Each Borrower acknowledges that the Aggregate 
Outstandings, or portions thereof, may derive from value provided directly to 
another Person and, in full recognition of that fact, each Borrower consents 
and agrees that the Agent Bank and any Bank may, at any time and from time to 
time, without notice or demand, and without affecting the enforceability or 
security of the Loan Documents:

                 (i)     accept partial payments on the Bank Facilities;

                 (ii)    receive and hold additional security or guaranties for
          the Bank Facilities or any part thereof;

                 (iii) release, reconvey, terminate, waive, abandon,
          subordinate, exchange, substitute, transfer and enforce any security
          or guaranties, and apply any security and direct the order or manner
          of sale thereof, as the Agent Bank or such Bank in its sole and
          absolute discretion may determine, in accordance with the terms of the
          Loan Documents;

                 (iv)    release any party or any guarantor from any personal
          liability with respect to the Bank Facilities or any part thereof;

                 (v) settle, release on terms satisfactory to the Agent Bank or
          such Bank or by operation of applicable laws or otherwise liquidate or
          enforce any Bank Facilities and any security or guaranty in any
          manner, consent to the transfer of any security and bid and purchase
          at any sale, in accordance with the terms of the Loan Documents;
          and/or

                 (vi)    consent to the merger, change or any other
          restructuring or termination of the corporate existence of any other
          Borrower or any other Person, and correspondingly restructure the Bank
          Facilities, continuing existence of any lien or encumbrance under any
          other Loan Document to which any Borrower is a party or the
          enforceability 

                                    -181-
<PAGE>

          hereof or thereof with respect to all or any part of the Bank 
          Facilities.

                 Each Borrower expressly waives any right to require the Agent
          Bank or any Bank to marshal assets in favor of any Borrower, any other
          party or any other Person or to proceed against any other Borrower or
          any other party or any Collateral provided by any other Borrower or
          any other party, and agrees that the Agent Bank and any Bank may
          proceed against Borrowers and/or the Collateral in such order as they
          shall determine in their sole and absolute discretion.  The Agent Bank
          and any Bank may file a separate action or actions against any
          Borrower, whether action is brought or prosecuted with respect to any
          other security or against any other Person, or whether any other
          Person is joined in any such action or actions.  Each Borrower agrees
          that the Agent Bank or any Bank and any other Borrower may deal with
          each other in connection with the Bank Facilities or otherwise, or
          alter any contracts or agreements now or hereafter existing between
          any of them, in any manner whatsoever, all without in any way altering
          or affecting the obligations of such Borrower under the Loan
          Documents.  Each Borrower expressly waives any and all defenses now or
          hereafter arising or asserted by reason of: (a) any disability or
          other defense of any other Borrower or any other party with respect to
          any Bank Facilities, (b) the unenforceability or invalidity as to any
          other Borrower or any other party of the Bank Facilities, (c) the
          unenforceability or invalidity of any security or guaranty for the
          Bank Facilities granted by any other Borrower or the lack of
          perfection or continuing perfection or failure of priority of any
          security for the Bank Facilities, (d) the cessation for any cause
          whatsoever of the liability of any Borrower or any other party (other
          than by reason of the full payment of all Bank Facilities), (e) any
          failure of the Agent Bank or any Bank to give notice of sale or other
          disposition to any Borrower or any defect in any notice that may be
          given in connection with any sale or disposition, (f) any act or
          omission of the Agent Bank or any Bank or others that directly or
          indirectly results in or aids the discharge or release of any Borrower
          or any other Person or the Bank Facilities or any other security or
          guaranty therefor by operation of law or otherwise, (g) any law which
          provides that the obligation of a surety 

                                    -182-
<PAGE>

          or guarantor must neither be larger in amount nor in other respects 
          more burdensome than that of the principal or which reduces a 
          surety's or guarantor's obligation in proportion to the principal 
          obligation, (h) any failure of the Agent Bank or any Bank to file 
          or enforce a claim in any bankruptcy or other proceeding with 
          respect to any Person, (i) the election by the Agent Bank or any 
          Bank, in any bankruptcy proceeding of any Person, of the 
          application or non-application of Section 1111(b)(2) of the United 
          States Bankruptcy Code, (j) any extension of credit or the grant of 
          any lien or encumbrance under Section 364 of the United States 
          Bankruptcy Code, (k) any use of cash collateral under Section 363 
          of the United States Bankruptcy Code, (l) any agreement or 
          stipulation with respect to the provision of adequate protection in 
          any bankruptcy proceeding of any Person, (m) the avoidance of any 
          lien or encumbrance in favor of the Agent Bank or any Bank for any 
          reason, (n) any bankruptcy, insolvency, reorganization, 
          arrangement, readjustment of debt, liquidation or dissolution 
          proceeding commenced by or against any Person, including any 
          discharge of, or bar or stay against collecting, all or any of the 
          obligations (or any interest thereon) in or as a result of any such 
          proceeding, or (o) any election of remedies by the Agent Bank or 
          any Bank, even if the effect thereof is to destroy or impair any 
          Borrower's right to subrogation, reimbursement, exoneration, 
          indemnification or contribution.

                 g.      In the event that all or any part of the Bank 
Facilities at any time are secured by any one or more deeds of trust or 
mortgages creating or granting liens on any interests in real property, each 
Borrower authorizes the Agent Bank and any Bank, upon the occurrence of any 
Default Notice Recording and the acceleration of the Indebtedness then owing 
under the Bank Facilities, at their sole option, without any other notice or 
demand and without affecting any of the Bank Facilities or the validity or 
enforceability of any liens or encumbrance in favor of the Agent Bank or any 
Bank on any Collateral, to foreclose any or all of such deeds of trust or 
mortgages by judicial or nonjudicial sale.  To the extent permitted by 
applicable law, each Borrower expressly waives any defenses to the 
enforcement of the Loan Documents or any liens or encumbrances created or 
granted under the Loan Documents or to the recovery by the Agent Bank or any 
Bank against any other Borrower or any guarantor or any other Person liable 
therefor of any deficiency after a judicial or nonjudicial foreclosure or 
sale, even though such a 

                                    -183-
<PAGE>

foreclosure or sale may impair the subrogation rights of a Borrower and may 
preclude a Borrower from obtaining reimbursement or contribution from any 
Borrower.

                 h.      Notwithstanding anything to the contrary elsewhere 
contained herein or in any other Loan Document to which any Borrower is a 
party, each Borrower hereby expressly agrees with respect to the other 
Borrowers and their successors and assigns (including any surety) and any 
other Person which is directly or indirectly a creditor of the other 
Borrowers or any surety for any other Borrower, not to exercise, until Bank 
Facility Termination has irrevocably occurred, any rights at law or in equity 
to subrogation, to reimbursement, to exoneration, to contribution, to setoff 
or to any other rights that could accrue to a surety against a principal, to 
a guarantor against a maker or obligor, to an accommodation party against the 
party accommodated, or to a holder or transferee against a maker, and which 
such Borrower may have or hereafter acquire against the other Borrowers or 
any other such Person in connection with or as a result of such Borrower's 
execution, delivery and/or performance of this Credit Agreement or any other 
Loan Document to which such Borrower is a party.

          Section 10.24. CONFIDENTIALITY.  Each of the Banks agrees to hold 
any non-public information that it may receive from Borrowers pursuant to 
this Credit Agreement (or pursuant to any other Loan Document) in confidence 
and consistent with their respective policies for handling material 
non-public information, EXCEPT for disclosure: (a) To the other Banks; (b) To 
legal counsel and accountants for Borrowers or any of the Banks;  (c) To the 
other professional advisors to Borrowers or any of the Banks, provided that 
the recipient has accepted such information subject to a confidentiality 
agreement substantially similar to this Section 10.24; (d) To regulatory 
officials having jurisdiction over that Bank; (e) To any Gaming Authority 
having regulatory jurisdiction over Borrowers or their respective 
Subsidiaries, provided that each of the Banks shall notify Borrowers of any 
such disclosure prior to such disclosure, if such prior notice is reasonably 
possible; (f) As required by law or legal process or in connection with any 
legal proceeding, provided that such disclosing Bank uses reasonable efforts 
to notify Borrowers prior to any such disclosure; and (g) To another 
financial institution in connection with a disposition or proposed 
disposition to that financial institution of all or part of that Lender's 
Syndication Interest hereunder or in the Revolving Credit Note, provided that 
the recipient has accepted such information subject to a confidentiality 
agreement substantially similar to this Section 10.24.  For purposes of the 
foregoing, "non-public information" shall mean 

                                    -184-
<PAGE>

any information respecting Borrowers or their respective Subsidiaries 
reasonably considered by Borrowers to be material and not available to the 
public, OTHER THAN (i) information previously filed with any governmental 
agency and available to the public, (ii) information which is available to 
the general public at the time of use or disclosure, (iii) information which 
becomes available to the general public, other than by manner of unauthorized 
disclosure or use, or (iv) information previously published in any public 
medium from a source other than, directly or indirectly, that Bank.  Nothing 
in this Section shall be construed to create or give rise to any fiduciary 
duty on the part of the Agent Bank or the Banks to Borrowers.

          Section 10.25. THE EXISTING HARVEYS CREDIT AGREEMENT.  The parties 
hereto agree that as of the Closing Date the Existing Harveys Credit 
Agreement, the Existing Harveys Bank Loan Security Documents and each other 
"Loan Document" (as defined in the Existing Harveys Credit Agreement) shall 
be and are hereby amended, superseded and restated in their entirety by this 
Credit Agreement and the Loan Documents and shall be of no further force or 
effect.

          Section 10.26. TERMINATION OF BANK FACILITIES.  Notwithstanding 
anything herein contained or contained in any of the Loan Documents to the 
contrary, in the event the Closing Date has not occurred on or before March 
31, 1999, this Credit Agreement, the Notes and each of the Loan Documents 
shall be automatically terminated and of no further force or effect.

          Section 10.27. ACKNOWLEDGMENT OF RECEIPT OF DOCUMENTS.  Borrowers 
hereby acknowledge receipt of a complete and accurate copy of this Credit 
Agreement and all other Loan Documents executed by Borrowers in connection 
with the Credit Agreement at the time of execution.

          Section 10.28. APPLICATION OF GAMING LAWS.  Notwithstanding 
anything contained in this Credit Agreement or any of the Loan Documents to 
the contrary, all provisions of this Credit Agreement and each of the Loan 
Documents, including, but not limited to, the rights and remedies of Agent 
Bank, are subject to the provisions and requirements of, and approvals 
required by, all Gaming Laws.

          Section 10.29. EFFECTIVENESS.  This Credit Agreement shall 
constitute a binding and enforceable contract and agreement of the parties 
hereto, as of the date of the execution and delivery of this Credit Agreement 
by the Borrowers, the Agent Bank, the Swingline Lender, the L/C Issuer and 
the initial Lenders party hereto.  Notwithstanding 

                                    -185-
<PAGE>

the foregoing, prior to the occurrence of the Merger Effective Time and the 
Closing Date: (i) no Indebtedness shall be incurred by the Borrowers under 
this Credit Agreement, (ii) the Borrowers shall not be subject to the 
covenants, agreements and Events of Default contained in Articles 5, 6, 7 and 
8 hereof and (iii) the Lenders shall not be obligated to advance Borrowings, 
Swingline Lender shall not be obligated to make Swingline Advances and L/C 
Issuer shall not be obligated to issue Letters of Credit hereunder, it being 
acknowledged and agreed that the Existing Harveys Credit Agreement shall not 
be amended and restated pursuant to this Credit Agreement until  the 
occurrence of the Merger Effective Time and the Closing Date.

          Section 10.30. SCHEDULES ATTACHED.  Schedules are attached hereto and
incorporated herein and made a part hereof as follows:

<TABLE>
<S>                                   <C>
          Schedule 2.01(a)     -      Schedule of Lenders' Proportions in Credit
                                      Facility

          Schedule 2.01(c)     -      Aggregate Commitment Reduction Schedule

          Schedule 2.09(e)     -      Schedule of Outstanding Letters of Credit

          Schedule 3.11        -      Schedule of Existing Bank Loan Security Documents

          Schedule 3.20        -      Schedule of Significant Litigation

          Schedule 4.18        -      Schedules of Spaceleases

                                      (A)    Tahoe Schedule of Spaceleases

                                      (B)    Colorado Schedule of Spaceleases

                                      (C)    Iowa Schedule of Spaceleases

          Schedule 4.19        -      Schedules of Equipment Leases and Contracts

                                      (A)    Tahoe Schedule of Equipment Leases
                                             and Contracts


                                    -186-
<PAGE>


                                      (B)    Colorado Schedule of Equipment
                                             Leases and Contracts

                                      (C)    Iowa Schedule of Equipment Leases
                                             and Contracts

          Schedule 4.22  -     Schedule of Restricted and Unrestricted
                               Subsidiaries

          Schedule 4.27  -     Schedule of Trademarks, Patents, Licenses,
                               Franchises, Formulas and Copyrights

          Schedule 4.28  -     Schedule of Contingent Liabilities

          Schedule 6.09  -     Schedule of Liens
</TABLE>

          Section 10.31.  EXHIBITS ATTACHED.  Exhibits are attached hereto and
incorporated herein and made a part hereof as follows:

<TABLE>
<S>                            <C>
          Exhibit A      -     Revolving Credit Note - Form

          Exhibit B      -     Swingline Note - Form

          Exhibit C      -     Notice of Borrowing - Form

          Exhibit D      -     Continuation/Conversion Notice - Form

          Exhibit E      -     Notice of Swingline Advance - Form

          Exhibit F      -     Compliance Certificate - Form

          Exhibit G      -     Pricing Certificate - Form

          Exhibit H      -     Authorized Officer Certificate - Form

          Exhibit I      -     Closing Certificate - Form

          Exhibit J-1    -     Legal Opinion (Nevada/Merger) - Form

          Exhibit J-2    -     Legal Opinion (Colorado) - Form

          Exhibit J-3    -     Legal Opinion (Iowa) - Form

                                    -187-
<PAGE>

          Exhibit K      -     Intentionally Omitted

          Exhibit L      -     Assignment and Assumption Agreement - Form

          Exhibit M      -     Cash Collateral Pledge Agreement - Form

          Exhibit N      -     Stock Pledge (Gaming) - Form

          Exhibit O      -     Stock Pledge (General) - Form

          Exhibit P      -     Subsidiary Guaranty - Form

          Exhibit Q      -     Tahoe Property - Description

          Exhibit R      -     Colorado Property - Description

          Exhibit S      -     Iowa Property - Description
</TABLE>

                                    -188-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Credit 
Agreement to be executed as of the day and year first above written.
                                        
                                        BORROWERS:

                                        HARVEYS CASINO RESORTS,
                                        a Nevada corporation


                                        By /s/ Charles W. Scharer
                                          --------------------------
                                          Charles W. Scharer,
                                          President and CEO


                                        By /s/ John McLaughlin
                                          --------------------------
                                          John McLaughlin,
                                          Senior Vice President,
                                          Treasurer and CFO

                                        Address:

                                        Highway 50
                                        P.O Box 128
                                        Stateline, Nevada 89449

                                        Telephone: (702) 586-6756
                                        Facsimile: (702) 588-0601

                                        HARVEYS C.C. MANAGEMENT
                                        COMPANY, INC.,
                                        a Nevada corporation


                                        By /s/ Charles W. Scharer
                                          --------------------------
                                          Charles W. Scharer,
                                          President and CFO


                                        By /s/ John McLaughlin
                                          --------------------------
                                          John McLaughlin,
                                          Secretary/Treasurer

                                        Address:

                                        Highway 50
                                        P.O Box 128
                                        Stateline, Nevada 89449

                                        Telephone: (702) 586-6756

                                     S-1
<PAGE>

                                        Facsimile: (702) 588-0601

                                        HARVEYS IOWA MANAGEMENT
                                        COMPANY, INC.,
                                        a Nevada corporation


                                        By /s/ Charles W. Scharer
                                          --------------------------
                                          Charles W. Scharer,
                                          President and CFO


                                        By /s/ John McLaughlin
                                          --------------------------
                                          John McLaughlin,
                                          Secretary/Treasurer

                                        Address:
                                        
                                        Highway 50
                                        P.O Box 128
                                        Stateline, Nevada 89449

                                        Telephone: (702) 586-6756
                                        Facsimile: (702) 588-0601


                                        HARVEYS TAHOE MANAGEMENT
                                        COMPANY, INC., a Nevada
                                        corporation


                                        By /s/ Charles W. Scharer
                                          --------------------------
                                          Charles W. Scharer,
                                          President and CFO


                                        By /s/ John McLaughlin
                                          --------------------------
                                          John McLaughlin,
                                          Secretary/Treasurer

                                        Address:

                                        Highway 50
                                        P.O. Box 128
                                        Stateline, NV  89449

                                        Telephone: (702) 586-6756
                                        Facsimile: (702) 588-0601

                                      S-2
<PAGE>

                                        HCR SERVICES COMPANY, INC.,
                                        a Nevada corporation


                                        By /s/ Charles W. Scharer
                                          --------------------------
                                          Charles W. Scharer,
                                          President and CFO


                                        By /s/ John McLaughlin
                                          --------------------------
                                          John McLaughlin,
                                          Secretary/Treasurer

                                        Address:

                                        Highway 50
                                        P.O. Box 128
                                        Stateline, NV  89449

                                        Telephone: (702) 586-6756
                                        Facsimile: (702) 588-0601

                                      S-3
<PAGE>

                                        BANKS:

                                        WELLS FARGO BANK,
                                        National Association,
                                        Agent Bank, Lender,
                                        Swingline Lender and L/C
                                        Issuer


                                        By /s/ Sue Fuller
                                          --------------------------
                                          Sue Fuller,
                                          Vice President

                                        Address:

                                        One East First Street
                                        Reno, Nevada  89501

                                        Telephone: (702) 334-5633
                                        Facsimile: (702) 334-5637

                                        with a copy to:

                                        Wells Fargo Bank, N.A.
                                        Commercial Loan Service Center
                                        Agency Dept. 2840
                                        201 Third Street, 8th Floor
                                        San Francisco, CA  94103
                                        Attn:  Kathryn Rich, 
                                               Syndication Specialist

                                        Telephone: (415) 477-5330
                                        Facsimile: (415) 512-9408

                                      S-4
<PAGE>

                                        THE FIRST NATIONAL BANK
                                        OF CHICAGO,
                                        Lender


                                        By /s/ Mark A. Isley
                                          --------------------------

                                        Name: Mark A. Isley
                                            ------------------------

                                        Title: First Vice President
                                             -----------------------

                                        Address:

                                        777 South Figueroa Street
                                        4th Floor
                                        Los Angeles, CA  90017-5800

                                        Telephone: (213) 683-4948
                                        Facsimile: (213) 683-4999


                                        FIRST SECURITY BANK,
                                        N.A., Lender


                                        By /s/ David P. Williams
                                          --------------------------

                                        Name:  David P. Williams
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        15 East 100 South
                                        2nd Floor
                                        Salt Lake City, UT  84111

                                        Telephone: (801) 246-5540
                                        Facsimile: (801) 246-5532

                                      S-5
<PAGE>

                                        U.S. BANK NATIONAL
                                        ASSOCIATION,
                                        Lender


                                        By /s/ J. Andrew Backstrom
                                          --------------------------

                                        Name: J. Andrew Backstrom
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        One East Liberty Street
                                        2nd Floor
                                        Reno, NV  89501

                                        Telephone: (702) 688-6589
                                        Facsimile: (702) 688-6597


                                        CREDIT LYONNAIS
                                        LOS ANGELES BRANCH


                                        By /s/ Dianne M. Scott
                                          -------------------------------------

                                        Name: Dianne M. Scott
                                            -----------------------------------

                                        Title: First Vice President and Manager
                                             ----------------------------------

                                        Address:

                                        515 S. Flower Street, Ste. 2200
                                        Los Angeles, CA  90071

                                        Telephone: (213) 362-5955
                                        Facsimile: (213) 623-3437

                                      S-6
<PAGE>

                                        SOCIETE GENERALE,
                                        Lender


                                        By /s/ Alex Y. Kim
                                          --------------------------

                                        Name: Alex Y. Kim
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        2029 Century Park East
                                        Suite 2900
                                        Los Angeles, CA  90067

                                        Telephone: (310) 788-7104
                                        Facsimile: (310) 551-1537


                                        IMPERIAL BANK,
                                        Lender


                                        By /s/ Steven K. Johnson
                                          --------------------------

                                        Name: Steven K. Johnson
                                            ------------------------

                                        Title: Senior Vice President
                                             -----------------------

                                        Address:

                                        9920 S. La Cienega
                                        Ingelwood, CA  90301

                                        Telephone: (310) 417-5657
                                        Facsimile: (310) 338-6160

                                       S-7
<PAGE>

                                        HIBERNIA BANK,
                                        Lender

                                        By /s/ Ross S. Wales
                                          --------------------------

                                        Name: Ross S. Wales
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        313 Carondelet St.
                                        New Orleans, LA  70130

                                        Telephone: (504) 533-5719
                                        Facsimile: (504) 533-2060


                                        BANK OF THE WEST,
                                        Lender


                                        By /s/ Dan McCartney
                                          --------------------------

                                        Name: Dan McCartney
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        1450 Treat Boulevard
                                        Walnut Creek, CA  94596

                                        Telephone: (925) 942-8525
                                        Facsimile: (925) 930-5636

                                      S-8
<PAGE>

                                        FIRST HAWAIIAN BANK



                                        By /s/ Donald C. Young
                                          --------------------------

                                        Name: Donald C. Young
                                            ------------------------

                                        Title: Vice President
                                             -----------------------

                                        Address:

                                        Media Finance Division
                                        999 Bishop St., 11th Floor
                                        Honolulu, HI  96813

                                        Telephone: (808) 525-8975
                                        Facsimile: (808) 525-8973

                                      S-9