EXHIBIT 4.8

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EXECUTION

SECOND
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of June 29, 2001
among
ELDORADO RESORTS LLC
as Borrower,
the Banks referred to herein, and
BANK OF AMERICA, N.A.
as Issuing Bank and Administrative Agent
BANC OF AMERICA SECURITIES LLC,
Lead Arranger and Sole Book Manager

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TABLE OF CONTENTS

|                                             |  |      |  |                                                                                        |  | Page
|-------------------------------------------- |  | ---- |  | -------------------------------------------------------------------------------------- |  | ----
|ARTICLE 1.  DEFINITIONS AND ACCOUNTING TERMS |  | 1   
|                                             |  | 1.1  |  | Defined Terms                                                                          |  | 1   
|                                             |  | 1.2  |  | Use of Defined Terms                                                                   |  | 23  
|                                             |  | 1.3  |  | Accounting Terms                                                                       |  | 23  
|                                             |  | 1.4  |  | Rounding                                                                               |  | 23  
|                                             |  | 1.5  |  | Exhibits and Schedules                                                                 |  | 23  
|                                             |  | 1.6  |  | Miscellaneous Terms                                                                    |  | 23  
|ARTICLE 2.  LOANS AND LETTERS OF CREDIT      |  | 24  
|                                             |  | 2.1  |  | Loans-General                                                                          |  | 24  
|                                             |  | 2.2  |  | Base Rate Loans                                                                        |  | 25  
|                                             |  | 2.3  |  | Eurodollar Rate Loans                                                                  |  | 25  
|                                             |  | 2.4  |  | Letters of Credit                                                                      |  | 26  
|                                             |  | 2.5  |  | Automatic Reduction of Commitment                                                      |  | 28  
|                                             |  | 2.6  |  | Voluntary Reduction of Commitment                                                      |  | 29  
|                                             |  | 2.7  |  | Administrative Agent's Right to Assume Funds Available for Advances                    |  | 29  
|                                             |  | 2.8  |  | Collateral                                                                             |  | 29  
|                                             |  | 2.9  |  | Senior Indebtedness                                                                    |  | 29  
|ARTICLE 3.  PAYMENTS AND FEES                |  | 30  
|                                             |  | 3.1  |  | Principal and Interest                                                                 |  | 30  
|                                             |  | 3.2  |  | Annual Agency Fees                                                                     |  | 31  
|                                             |  | 3.3  |  | Facility Fees                                                                          |  | 31  
|                                             |  | 3.4  |  | Commitment Fees                                                                        |  | 31  
|                                             |  | 3.5  |  | Standby Letter of Credit Fees                                                          |  | 31  
|                                             |  | 3.6  |  | Increased Commitment Costs                                                             |  | 32  
|                                             |  | 3.7  |  | Eurodollar Fees and Costs                                                              |  | 32  
|                                             |  | 3.8  |  | Default Rate                                                                           |  | 35  
|                                             |  | 3.9  |  | Computation of Interest and Fees                                                       |  | 35  
|                                             |  | 3.10 |  | Non-Banking Days                                                                       |  | 35  
|                                             |  | 3.11 |  | Manner and Treatment of Payments                                                       |  | 35  
|                                             |  | 3.12 |  | Funding Source                                                                         |  | 36  
|                                             |  | 3.13 |  | Failure to Charge Not Subsequent Waiver                                                |  | 36  
|                                             |  | 3.14 |  | Administrative Agent's Right to Assume Payments Will be Made by Borrower               |  | 36  
|                                             |  | 3.15 |  | Authority to Charge Account                                                            |  | 36  
|                                             |  | 3.16 |  | Fee Determination Detail                                                               |  | 36  
|ARTICLE 4.  REPRESENTATIONS AND WARRANTIES   |  | 37  
|                                             |  | 4.1  |  | Existence and Qualification; Power; Compliance With Laws                               |  | 37  
|                                             |  | 4.2  |  | Authority; Compliance With Other Agreements and Instruments and Government Regulations |  | 37  
|                                             |  | 4.3  |  | No Governmental Approvals Required                                                     |  | 38  
|                                             |  | 4.4  |  | Subsidiaries                                                                           |  | 38  
|                                             |  | 4.5  |  | Financial Statements                                                                   |  | 39  
|                                             |  | 4.6  |  | No Other Liabilities; No Material Adverse Effect                                       |  | 39  
|                                             |  | 4.7  |  | Title to and Location of Property                                                      |  | 39  
|                                             |  | 4.8  |  | Intangible Assets                                                                      |  | 39  
|                                             |  | 4.9  |  | Governmental Regulation                                                                |  | 39  
|                                             |  | 4.10 |  | Litigation                                                                             |  | 39  
|                                             |  | 4.11 |  | Binding Obligations                                                                    |  | 40  

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|                                                                                      |  | 4.12 |  | No Default                                     |  | 40
|------------------------------------------------------------------------------------- |  | ---- |  | ---------------------------------------------- |  | --
|                                                                                      |  | 4.13 |  | ERISA                                          |  | 40
|                                                                                      |  | 4.14 |  | Regulations T, U and X; Investment Company Act |  | 40
|                                                                                      |  | 4.15 |  | Disclosure                                     |  | 40
|                                                                                      |  | 4.16 |  | Tax Liability                                  |  | 40
|                                                                                      |  | 4.17 |  | Projections                                    |  | 40
|                                                                                      |  | 4.18 |  | Employee Matters                               |  | 41
|                                                                                      |  | 4.19 |  | Gaming Laws                                    |  | 41
|                                                                                      |  | 4.20 |  | Security Interests                             |  | 41
|                                                                                      |  | 4.21 |  | Hazardous Materials                            |  | 41
|                                                                                      |  | 4.22 |  | Silver Legacy                                  |  | 41
|                                                                                      |  | 4.23 |  | Certain Leases                                 |  | 41
|ARTICLE 5.  AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS) |  | 43  
|                                                                                      |  | 5.1  |  | Payment of Taxes and Other Potential Liens     |  | 43
|                                                                                      |  | 5.2  |  | Preservation of Existence                      |  | 43
|                                                                                      |  | 5.3  |  | Maintenance of Properties                      |  | 43
|                                                                                      |  | 5.4  |  | Maintenance of Insurance                       |  | 43
|                                                                                      |  | 5.5  |  | Compliance With Laws                           |  | 44
|                                                                                      |  | 5.6  |  | Inspection Rights                              |  | 44
|                                                                                      |  | 5.7  |  | Keeping of Records and Books of Account        |  | 44
|                                                                                      |  | 5.8  |  | Compliance With Agreements                     |  | 44
|                                                                                      |  | 5.9  |  | Use of Proceeds                                |  | 44
|                                                                                      |  | 5.10 |  | Hazardous Materials Laws                       |  | 44
|                                                                                      |  | 5.11 |  | Additional Collateral                          |  | 45
|                                                                                      |  | 5.12 |  | New Significant Subsidiaries                   |  | 45
|ARTICLE 6.  NEGATIVE COVENANTS                                                        |  | 46  
|                                                                                      |  | 6.1  |  | Payment of Subordinated Obligations            |  | 46
|                                                                                      |  | 6.2  |  | Disposition of Property                        |  | 46
|                                                                                      |  | 6.3  |  | Investments and Acquisitions                   |  | 46
|                                                                                      |  | 6.4  |  | Hostile Tender Offers                          |  | 47
|                                                                                      |  | 6.5  |  | Distributions                                  |  | 47
|                                                                                      |  | 6.6  |  | ERISA                                          |  | 47
|                                                                                      |  | 6.7  |  | Change in Nature of Business                   |  | 48
|                                                                                      |  | 6.8  |  | Liens; Negative Pledges; Sales and Leasebacks  |  | 48
|                                                                                      |  | 6.9  |  | Indebtedness and Contingent Obligations        |  | 48
|                                                                                      |  | 6.10 |  | Transactions with Affiliates                   |  | 49
|                                                                                      |  | 6.11 |  | Capital Expenditures                           |  | 49
|                                                                                      |  | 6.12 |  | Members' Equity                                |  | 49
|                                                                                      |  | 6.13 |  | Total Debt to EBITDA Ratio                     |  | 49
|                                                                                      |  | 6.14 |  | Senior Debt to EBITDA Ratio                    |  | 49
|                                                                                      |  | 6.15 |  | Fixed Charge Ratio                             |  | 49
|                                                                                      |  | 6.16 |  | Amendments to Subordinated Obligations         |  | 49
|ARTICLE 7.  INFORMATION AND REPORTING REQUIREMENTS                                    |  | 50  
|                                                                                      |  | 7.1  |  | Financial and Business Information             |  | 50
|                                                                                      |  | 7.2  |  | Compliance Certificates                        |  |   

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|                                                                 |  |       |  |                                                         |  | 52
|---------------------------------------------------------------- |  | ----- |  | ------------------------------------------------------- |  | --
|ARTICLE 8.  CONDITIONS                                           |  | 53   
|                                                                 |  | 8.1   |  | Initial Advances                                        |  | 53
|                                                                 |  | 8.2   |  | Any Increasing Advance                                  |  | 56
|ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT |  | 57   
|                                                                 |  | 9.1   |  | Events of Default                                       |  | 57
|                                                                 |  | 9.2   |  | Remedies Upon Event of Default                          |  | 59
|ARTICLE 10.  THE ADMINISTRATIVE AGENT                            |  | 61   
|                                                                 |  | 10.1  |  | Appointment and Authorization                           |  | 61
|                                                                 |  | 10.2  |  | Business Activities with the Borrower                   |  | 61
|                                                                 |  | 10.3  |  | Proportionate Interest of the Banks in any Collateral   |  | 61
|                                                                 |  | 10.4  |  | Banks' Credit Decisions                                 |  | 62
|                                                                 |  | 10.5  |  | Action by Administrative Agent                          |  | 62
|                                                                 |  | 10.6  |  | Liability of Administrative Agent                       |  | 63
|                                                                 |  | 10.7  |  | Indemnification                                         |  | 64
|                                                                 |  | 10.8  |  | Successor Administrative Agent                          |  | 64
|                                                                 |  | 10.9  |  | Performance of Conditions                               |  | 65
|ARTICLE 11.  MISCELLANEOUS                                       |  | 66   
|                                                                 |  | 11.1  |  | Cumulative Remedies; No Waiver                          |  | 66
|                                                                 |  | 11.2  |  | Amendments; Consents                                    |  | 66
|                                                                 |  | 11.3  |  | Costs, Expenses and Taxes                               |  | 67
|                                                                 |  | 11.4  |  | Nature of Banks' Obligations                            |  | 67
|                                                                 |  | 11.5  |  | Survival of Representations and Warranties              |  | 68
|                                                                 |  | 11.6  |  | Notices                                                 |  | 68
|                                                                 |  | 11.7  |  | Execution of Loan Documents                             |  | 68
|                                                                 |  | 11.8  |  | Binding Effect; Assignment                              |  | 68
|                                                                 |  | 11.9  |  | Lien on Deposits and Property in Possession of any Bank |  | 70
|                                                                 |  | 11.10 |  | Sharing of Setoffs                                      |  | 71
|                                                                 |  | 11.11 |  | Indemnity by Borrower                                   |  | 71
|                                                                 |  | 11.12 |  | Nonliability of the Banks                               |  | 72
|                                                                 |  | 11.13 |  | No Third Parties Benefited                              |  | 73
|                                                                 |  | 11.14 |  | Confidentiality                                         |  | 73
|                                                                 |  | 11.15 |  | Hazardous Materials Indemnity                           |  | 73
|                                                                 |  | 11.16 |  | Further Assurances                                      |  | 74
|                                                                 |  | 11.17 |  | Integration                                             |  | 74
|                                                                 |  | 11.18 |  | Governing Law                                           |  | 75
|                                                                 |  | 11.19 |  | Severability of Provisions                              |  | 75
|                                                                 |  | 11.20 |  | Independent Covenants                                   |  | 75
|                                                                 |  | 11.21 |  | Headings                                                |  | 75
|                                                                 |  | 11.22 |  | Time of the Essence                                     |  | 75
|                                                                 |  | 11.23 |  | Tax Withholding Exemption Certificates                  |  | 75
|                                                                 |  | 11.24 |  | Arbitration Reference                                   |  | 75
|                                                                 |  | 11.25 |  | Purported Oral Amendments                               |  | 76

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Exhibits

|  |  |   |  |                                     
|- |  | - |  | ------------------------------------
|A |  |  |  | Compliance Certificate              
|B |  |  |  | Commitment Assignment and Acceptance
|C |  |  |  | Note                                
|D |  |  |  | Pricing Certificate                 
|E |  |  |  | Request for Letter of Credit        
|F |  |  |  | Request for Loan                    

Schedules

|     |  |                                                 
|---- |  | ------------------------------------------------
|1.1  |  | Eldorado Hotel Property Description             
|4.1  |  | Ownership of Borrower                           
|4.3  |  | Governmental Approvals                          
|4.4  |  | Subsidiaries                                    
|4.9  |  | Governmental Regulation                         
|4.17 |  | Projections                                     
|4.21 |  | Hazardous Materials                             
|5.4  |  | Real Property Insurance                         
|6.3  |  | Investments                                     
|6.8  |  | Existing Liens and Rights of Others             
|6.9  |  | Existing Indebtedness and Contingent Obligations

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SECOND AMENDED AND RESTATED LOAN AGREEMENT  Dated as of June 29, 2001

This SECOND AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is entered into among Eldorado Resorts LLC, a Nevada limited liability company ("Borrower"), Bank
of America, N.A., as sole initial Bank, Issuing Bank and Administrative Agent. While not a party hereto, Banc of America Securities, LLC has served as the Lead Arranger and sole Book Manager for the
credit facilities described herein. From time to time, other lenders may become parties to this Agreement by means of a Commitment Assignment and Acceptance executed in accordance with
Section11.8(each such Lender and Bank of America, N.A. are collectively, the "Banks" and individually, a "Bank"). Borrower and Bank of America,
N.A. hereby agree with reference to the following facts:



In
consideration of the foregoing and of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1.  DEFINITIONS AND ACCOUNTING TERMS

1.1Defined Terms.As used in this Agreement, the following terms shall have the meanings set forth below:



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Pricing Leverage
Ratio

Base
Rate

Eurodollar
Rate

Letter
of Credit FeesLess than
2.00:1.00

0.5000
%
1.5000
%
1.5000
%Greater than or
equal to 2.00:1.00
but less than 2.50:1.00

0.7500
%
1.7500
%
1.7500
%Greater than or
equal to 2.50:1.00
but less than 3.00:1.00

1.0000
%
2.0000
%
2.0000
%Greater than or
equal to 3.00:1.00

1.2500
%
2.2500
%
2.2500
%




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1.2Use of Defined Terms.Any defined term used in the plural shall refer to all members of the
relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

1.3Accounting Terms.All accounting terms not specifically defined in this Agreement shall be
construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles applied on a consistent
basis,exceptas otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this
Agreement such that the financial covenants contained in Sections6.12through6.15, inclusive, would
then be calculated in a different manner or with different components, (a) Borrower and the Banks agree to amend this Agreement in such respects as are necessary to conform those covenants as
criteria for evaluating Borrower's financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) Borrower
shall be deemed to be in compliance with the financial covenants contained in such Sections during the 60 day period following any such change in Generally Accepted Accounting Principles if and
to the extent that Borrower would have been in compliance therewith under Generally Accepted Accounting Principles as in effect immediately prior to such change.

1.4Rounding.Any financial ratios required to be maintained by Borrower pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and
rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

1.5Exhibits and Schedules.All Exhibits and Schedules to this 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. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

1.6Miscellaneous Terms.The term "or" is disjunctive; the term "and" is conjunctive. The term "shall"
is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

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ARTICLE 2.  LOANS AND LETTERS OF CREDIT

2.1LoansGeneral.



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2.2Base Rate Loans.Each request by Borrower for a Base Rate Loan shall be made pursuant to a Request
for Loan or an oral request for loan submitted in accordance with Section2.1(b),in each case received by the Administrative Agent, at the
Administrative Agent's Office, not later than 10:00 a.m. California time, on the Banking Day upon which the requested Loan is to be made.

2.3Eurodollar Rate Loans.



2.4Letters of Credit.



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2.5Automatic Reduction of Commitment.The Commitment shall automatically reduce by the amount of
$1,600,000 on each Reduction Date.

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2.6Voluntary Reduction of Commitment.Borrower shall have the right, at any time and from time to
time, without penalty or charge, upon at least three (3) Banking Days prior written notice to the Administrative Agent, to voluntarily, permanently and irrevocably reduce, in amounts which are
integral
multiples of $2,500,000, or to terminate, the then undisbursed portion of the Commitment,providedthat (i) any such reduction or termination
shall be accompanied by all accrued and unpaid commitment fees with respect to any portion of the Commitment being reduced or terminated, and (ii) no such reduction or termination shall affect
the reduction of the Commitment as set forth in Section2.5.

2.7Administrative Agent's Right to Assume Funds Available for Advances.Unless the Administrative
Agent shall have been notified by any Bank prior to the funding by the Administrative Agent of any Loan that such Bank does not intend to make available to the Administrative Agent such Bank's Pro
Rata Share of the total amount of such Loan, the Administrative Agent may assume that such Bank has made such amount available to the Administrative Agent on the date of the Loan and the
Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If the Administrative Agent has made funds available to Borrower based on such assumption
and such corresponding amount is not in fact made available to the Administrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from
such Bank, which demand shall be made in a reasonably prompt manner. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent promptly shall notify Borrower and Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Bank interest on
such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered
by the Administrative Agent, at a rate per annum equal to the Federal Funds Rate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Pro Rata Share or to prejudice
any rights which the Administrative Agent or Borrower may have against any Bank as a result of any default by such Bank hereunder.

2.8Collateral.The Loans, together with all other Obligations, shall be secured by the Liens created
by the Collateral Documents. Each Approved Swap Agreement shall be secured by the Lien of the Collateral Documents (a) on apari passubasis to
the extent of the Bank of America's risk assessment factortimesthe notional amount thereof, and (b) to the extent of any excess, on a basis
which is in all respects subordinated to all other Obligations.

2.9Senior Indebtedness.The Obligations are "Designated Senior Debt" within the meaning for that term
described in the Senior Subordinated Notes and shall be "Senior Indebtedness" with respect to all other Subordinated Obligations.

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ARTICLE 3.  PAYMENTS AND FEES

3.1Principal and Interest.

(a) Interest
shall be payable on the outstanding daily unpaid principal amount of each Loan from the date thereof until payment in full is made and shall accrue and be
payable at the rates set forth herein before and after default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law, with interest on overdue interest to bear interest at the Default Rate to the fullest extent permitted by applicable Laws.

(b) Interest
accrued on each Base Rate Loan on each Quarterly Payment Date shall be due and payable on that Quarterly Payment Date. Exceptas otherwise provided in Section3.8, the unpaid principal amount of any Base Rate Loan
shall bear interest at a fluctuating rate per annum equal to the Base Rateplusthe Applicable Percentage for Base Rate Loans. Each change in the
interest rate hereunder shall take effect simultaneously with the corresponding change in the Base Rate or the Applicable Percentage.

(c) Interest
on each Eurodollar Rate Loan which is for a term of three months or less shall be due and payable on the last day of the related Eurodollar Period.
Interest accrued on each other Eurodollar Rate Loan shall be due and payable on the date which is three months after the date such Eurodollar Rate Loan was made, every three months thereafter and, in
any event, on the last day of the related Eurodollar Period. Except as otherwise provided in Section3.8, the unpaid principal amount of any
Eurodollar Rate Loan shall bear interest at a rate per annum equal to the Eurodollar Rate for that Eurodollar Rate Loanplusthe Applicable Percentage
for Eurodollar Rate Loans. While the Eurodollar Rate for each Eurodollar Rate Loan shall remain fixed for the entire related Eurodollar Period, the Applicable Percentage for each Eurodollar Rate Loan
shall change simultaneously with the corresponding change in Applicable Percentages generally.

(d) If
not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:



(e) Subject
to Section3.7, the Notes may, at any time and from time to time, voluntarily be paid or prepaid in
whole or in part without premium or penalty,providedthat with respect to any voluntary prepayment of the Notes under this
Section3.1(e),(i) any partial prepayment shall be in an integral multiple of $250,000 which is not less than $500,000, (ii) the
Administrative Agent shall have received written notice of any prepayment prior to 9:00 a.m. California time on the Banking Day of (or, in the case of any prepayment of any Eurodollar Rate
Loan, three Eurodollar Banking Days before) the date of prepayment, which notice shall identify the date and amount of the prepayment and (iii) each repayment of principal shall be accompanied
by payment of interest accrued through the date of payment on the amount of principal paid.

3.2Structuring Fees; Annual Agency Fees.On the Restatement Date, the Borrower shall pay certain
non-refundable structuring fees as set forth in a letter to which the Administrative Agent is a

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party. On the Restructuring Date and on each anniversary of the Restatement Date, Borrower shall pay to the Administrative Agent agency fees in the amounts set forth in a letter agreement between the
Administrative Agent and Borrower. These agency fees are fully earned as of the date when due, are solely for the account of Administrative Agent and are non-refundable.

3.3Facility Fees.On the Restatement Date, Borrower shall pay to the Administrative Agent, for the
account of each Bank, a non-refundable facility fee in amount equal to 0.25% of that Bank's allocated Pro Rata Share.

3.4Commitment Fees.From the Restatement Date, Borrower shall pay to the Administrative Agent, for the
account of the Banks according to their Pro Rata Shares, commitment fees equal to the product of (a) the per annum percentage set forth below opposite the Utilized Commitment set forth in the
then most recently delivered Pricing Certificate times (b) the average daily Unused Commitment.

Utilized Commitment

Commitment FeesLess than or equal to 33.3333%

.625%Greater than 33.3333% but
less than or equal to 50.0000%

.500%Greater than 50.0000%

.375%


The
commitment fees shall be payable quarterly in arrears on each Quarterly Payment Date, upon termination of the Commitment under Section 2.6 and on the Maturity Date.

3.5Standby Letter of Credit Fees.Borrower shall pay standby letter of credit fees (a) to the
Issuing Bank, for the sole account of the Issuing Bank, in an amount set forth in a letter agreement between the Issuing Bank and Borrower, and (b) to the Administrative Agent, for the ratable
account of the Banks in accordance with their Pro Rata Shares, in an amount equal tosum ofthe Applicable Percentage for Letters of Credit plus0.25%timesthe maximum amount available for drawing under such Letter of Credit, in each case for
the term of such Letter of Credit. The standby letter of credit fees shall be payable quarterly in arrears on each Quarterly Payment Date, upon termination of the Commitment under
Section2.6and on the Maturity Date. The Administrative Agent shall promptly make available to the Banks in immediately available funds,
pro-rata according to their Pro Rata Share, the standby letter of credit fees which are for the account of the Banks. Borrower shall also pay transfer, issuance, check fees and such other
fees as the Issuing Bank normally charges (not to include origination fees) in connection with standby letters of credit and activity pursuant thereto, which fees shall be solely for the account of
the Issuing Bank.

3.6Increased Commitment Costs.If any Bank shall have determined that the introduction of any
applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental
Agency charged with the interpretation or administration thereof, or compliance by that Bank (or its Eurodollar Lending Office) or any corporation controlling that Bank, with any request, guidelines
or directive regarding capital adequacy (whether or not having the force of law) of any such central bank or other authority, affects or would affect the amount of capital required or expected to be
maintained by that Bank or any corporation controlling that Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such Bank's desired
return on capital) determines that the amount of such capital is increased as a consequence of its obligations under this Agreement, then, upon demand of such Bank, Borrower shall immediately pay to
that Bank, from time to time as specified by that Bank, additional amounts sufficient to compensate that Bank for such increase.

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3.7Eurodollar Fees and Costs.



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3.8Default Rate.Upon the occurrence of any Event of Default, the outstanding principal amount of the
Loans shall, at the option of the Majority Banks, thereafter bear interest at a fluctuating interest rate per annum at all times equal to the sum of the Base Rate plusthe Applicable Percentage for Base
Rate Loansplus2% per annum, to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including,without limitation, interest on past due interest) shall be compounded
quarterly, on the last day of each calendar quarter, to the fullest extent permitted by applicable Laws.

3.9Computation of Interest and Fees.Computation of interest on Base Rate Loans shall be calculated on
the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of interest on Eurodollar Rate Loans and on fees under this Agreement shall be
calculated on the basis of a year of 360 days and the actual number of days elapsed. Borrower acknowledges that such latter calculation method will result in a higher yield to the Banks than a
method based on a year of 365 or 366 days. Any Loan that is repaid on the same day on which it is made shall bear interest for one day. For the purpose of complying with Nevada Revised Statutes
Section 99.050, Borrower hereby declares that it understands that to the extent principal sums are advanced by the Banks for the purpose of funding the payments of interest due on each
Quarterly Payment Date, as set forth in thisArticle 3or in any other obligation owing by Borrower to Administrative Agent or to the Banks under
any Loan Document, a compounding of interest results, which compounding is agreed to by Borrower as part of the terms of this Agreement and of the Notes.

3.10Non-Banking Days.If any payment to be made by Borrower or any other Party under any
Loan Document shall come due on a day other than a Banking Day, payment shall instead be considered due on the next succeeding Banking Day and the extension of time shall be reflected in computing
interest.

3.11Manner and Treatment of Payments.



3.12Funding Source.Nothing in this Agreement shall be deemed to obligate any Bank to obtain the funds
for any Loan or Advance in any particular place or manner or to constitute a representation by
any Bank that it has obtained or will obtain the funds for any Loan or Advance in any particular place or manner.

3.13Failure to Charge Not Subsequent Waiver.Any decision by the Administrative Agent or any Bank not
to require payment of any interest (includinginterest at the Default Rate), fee, cost or other

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amount payable under any Loan Document, or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of the Administrative Agent's or such
Bank's right to require full payment of any interest (includinginterest at the Default Rate), fee, cost or other amount payable under any Loan
Document, or to calculate an amount payable by another method, on any other or subsequent occasion.

3.14Administrative Agent's Right to Assume Payments Will be Made by Borrower.Unless the
Administrative Agent shall have been notified by Borrower prior to the date on which any payment to be made by Borrower hereunder is due that Borrower does not intend to remit such payment, the
Administrative Agent may, in its discretion, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make
available to each Bank on such payment date an amount equal to such Bank's share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Bank shall
forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Bank, together with interest thereon in respect of each day from and including the date
such amount was made available by the Administrative Agent to such Bank to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate.

3.15Authority to Charge Account.Borrower hereby authorizes Bank of America to charge the Designated
Deposit Account, or any other demand deposit account maintained by Borrower with Bank of America, in such amounts as may from time to time be necessary to cause timely payment of principal, interest,
fees and other charges payable by Borrower under the Loan Documents. Nothing herein shall obligate Bank of America to charge the Designated Deposit Account, or any other account, in this manner or to
charge any account at a time when there are not sufficient good funds in such account.

3.16Fee Determination Detail.The Administrative Agent, and any Bank, shall provide reasonable detail
to Borrower regarding the manner in which the amount of any payment to the Banks, or that Bank, underArticle 3has been determined.

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ARTICLE 4.  REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to the Banks that:

4.1Existence and Qualification; Power; Compliance With Laws.Borrower is a limited liability company
duly formed, validly existing and in good standing under the Laws of the State of Nevada. Borrower is duly qualified to transact business, and is in good standing, in Nevada and each other
jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, exceptwhere the failure so to qualify or register and
to be in good standing would not constitute a Material Adverse Effect. Borrower has all requisite
power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform the Obligations to be performed by it.
As of the Restatement Date, the chief executive offices of Borrower are located in Reno, Nevada. The chief executive offices of Borrower are located at the address set forth for notices in the
signature pages to this Agreement. All outstanding membership shares of Borrower are duly authorized, validly issued, fully paid and issued in compliance with all applicable state and federal
securities Laws, Gaming Laws and other Laws.Schedule 4.1accurately describes the Persons owning membership interests in Borrower, and the
nature and extent of the interests held by each such Person, and there are not other holders of equity interests in Borrower. Except as set forth on Schedule 4.1,no Person holds any option,
warrant or other right to acquire any equity interests in Borrower. Borrower is in compliance with all
Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and have accomplished all filings, registrations
and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its businesses, exceptwhere the failure so to comply,
file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

4.2Authority; Compliance With Other Agreements and Instruments and Government Regulations.The
execution, delivery and performance by Borrower and its Subsidiaries of the Loan Documents and the execution of the Loan Documents have been duly authorized by all necessary limited liability company
and corporate action, and do not:



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and
Borrower and its Subsidiaries are not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in
Section4.2(f),in any respect that constitutes a Material Adverse Effect.

4.3No Governmental Approvals Required.Exceptas set
forth inSchedule 4.3,no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any
Governmental Agency is required to authorize or permit under applicable Laws the execution, delivery and performance by Borrower and its Subsidiaries of the Loan Documents. All authorizations from, or
filings with, any Governmental Agency described inSchedule 4.3will be accomplished as of the Restatement Date.

4.4Subsidiaries.



4.5Financial Statements.Borrower has furnished to the Banks (a) the audited financial
statements of Borrower as of December 31, 2000 and for the fiscal year then ended, (b) the unaudited financial statements of Borrower as of March 31, 2001 and for the three month
fiscal period then ended. The financial statements described above fairly present the financial condition and the results of operations of Borrower as at such dates and for such periods in accordance
with Generally Accepted Accounting Principles consistently applied,except(x) as otherwise specifically described in the notes to any such
financial statements and (y) in the case of the financial statements described in clause(b)above, for any requirement for footnote
disclosures.

4.6No Other Liabilities; No Material Adverse Effect.As of the Restatement Date, Borrower and its
Subsidiaries do not have any material liability or material contingent liability not reflected or disclosed in the financial statements described in
Section4.5(b)or the notes to the financial statements described in Section4.5(a). There
has been no event or circumstance occur that constitutes a Material Adverse Effect since December 31, 2000 or the Restatement Date.

4.7Title to and Location of Property.As of the Restatement Date, Borrower and its Subsidiaries have
good and valid title to all the Property reflected in the financial statements described in Section4.5(b)otherthan immaterial items of Property subsequently sold or
disposed of in the ordinary

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course of business, free and clear of all Liens and Rights of Others, other than as set forth inSchedule 6.8.

4.8Intangible Assets.Borrower and its Subsidiaries own, or possess the right to use to the extent
necessary in their business, all trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of their business as
now operated and which are material to the condition (financial or otherwise), business or operations of Borrower, and no such Intangible Asset, to the best knowledge of Borrower, conflicts with the
valid trademark, trade name, copyright, patent, patent right or Intangible Asset of any other Person to the extent that such conflict constitutes a Material Adverse Effect.

4.9Governmental Regulation.Except as specifically described in Schedule 4.9,Borrower and its Subsidiaries are not subject to regulation under
any Law limiting or regulating its ability to incur Indebtedness
for money borrowed.

4.10Litigation.Exceptfor (a) any matter fully
covered (subject to applicable deductibles and retentions) by insurance and with respect to which the insurance carrier has not denied coverage, nor issued any denial of claim, nor any other statement
that the claim is in excess of coverage, and (b) any matter, or series of related matters, not fully covered by insurance (subject to applicable deductibles and retentions) involving a claim
against Borrower and its Subsidiaries which is, in the reasonable opinion of their independent legal counsel, in an amount less than $1,000,000, as of the Restatement Date there are no actions, suits,
proceedings or investigations pending as to which Borrower or its Subsidiaries has been served or have received notice or, to the best knowledge of Borrower, threatened against or affecting Borrower
or its Subsidiaries or their Property before any Governmental Agency. As of the Restatement Date there is no reasonable basis for any action, suit, proceeding or investigation against or affecting
Borrower, its Subsidiaries or any of their Property before any Governmental Agency which would constitute a Material Adverse Effect.

4.11Binding Obligations.Each of the Loan Documents will, when executed and delivered by Borrower and
its Subsidiaries, constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms,exceptas enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

4.12No Default.No event has occurred and is continuing that is a Default or an Event of Default.

4.13ERISA.As of the Restatement Date neither Borrower nor any ERISA Affiliate maintains, contributes
to or is required to contribute to any "employee pension benefit plan" that is subject to Title IV of ERISA.

4.14Regulations T, U and X; Investment Company Act.No part of the proceeds of any Loan or other
extension of credit hereunder will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any "margin stock" (as such term is defined in Regulations U
and
X) in violation of Regulations T, U and X. Borrower and its Subsidiaries are not engaged principally, or as one of their important activities, in the business of extending credit for the
purpose of purchasing or carrying any such "margin stock." Borrower and its Subsidiaries are not required to be registered as an "investment company" under the Investment Company Act of 1940.

4.15Disclosure.No written statement made by a Responsible Official of Borrower to the Administrative
Agent or any Bank in connection with this Agreement, or in connection with any Loan, contains any untrue statement of a material fact or omits a material fact necessary in order to make the statement
made not misleading in light of all the circumstances existing at the date the statement was made. There is no fact known to Borrower (other than matters of a general economic nature or matters
generally applicable to businesses of the types engaged in by Borrower) which would constitute

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a Material Adverse Effect that has not been disclosed in writing to the Administrative Agent and the Banks.

4.16Tax Liability.Borrower and its Subsidiaries have filed all material tax returns which are
required to be filed, and have paid, or made provision for the payment of, all taxes with respect to the periods, Property or transactions covered by said returns, or pursuant to any assessment
received by Borrower or its Subsidiaries,exceptsuch taxes, if any, as are being contested in good faith by appropriate proceedings and as to which
adequate reserves have been established and maintained.

4.17Projections.As of the Restatement Date, to the best knowledge of Borrower, the assumptions set
forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower and no material assumption is omitted as a basis for the Projections, and the Projections
are reasonably based on such assumptions. Nothing in this Section shall be construed as a representation or covenant that the Projections in fact will be achieved.

4.18Employee Matters.There is no strike or work stoppage in existence or threatened involving
Borrower or its Subsidiaries that would constitute a Material Adverse Effect.

4.19Gaming Laws.Borrower and each of its Affiliates are in compliance with all Gaming Laws that are
applicable to them,exceptfor any violations that would not constitute a Material Adverse Effect.

4.20Security Interests.The Security Agreement and the Subsidiary Security Agreement create valid
first priority security interests in the Collateral described therein securing the Obligations (subject only to then existing Permitted Encumbrances, Permitted Rights of Others and matters disclosed
inSchedule 6.8and to such qualifications and exceptions as are contained in the Uniform Commercial Code with
respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Division 9 of
said Code does not apply) and all action necessary to perfect the security interests so created have been taken and completed. The Deed of Trust creates valid Liens in the Collateral described therein
securing the Obligations (subject only to Permitted Encumbrances, Permitted Rights of Others and matters described inSchedule 6.8)and all
action necessary to perfect the Lien so created, other than recordation thereof with the appropriate Governmental Agency, will have been taken and completed.

4.21Hazardous Materials.Except as specifically described in Schedule 4.21,neither Borrower or its Subsidiaries nor, to the best knowledge of
Borrower, any predecessor in title or any third person at any
time occupying or present on the Real Property at any time, has disposed of, discharged, released or threatened the release of any material amount of Hazardous Materials on, from or under such real
property in any manner that violates any Hazardous Materials Law. Except as specifically described inSchedule 4.21,to the best knowledge of
Borrower no condition exists that violates any Hazardous Material Law affecting the Real Property except for such violations that would not individually or in the aggregate have a Material Adverse
Effect. Except as specifically described inSchedule 4.21,the Real Property and each portion thereof is not and has not been utilized by
Borrower or its Subsidiaries as a site for the manufacture of any Hazardous Materials and is in compliance in all material respects with all Hazardous Materials Laws. To the extent that any Hazardous
Materials have been, or are, used, generated or stored by Borrower or its Subsidiaries on any Real Property, or transported to or from such Real Property by Borrower or its Subsidiaries, such use,
generation, storage and transportation have been and are, in compliance in all material respects with all Hazardous Materials Laws.

4.22Silver Legacy.None of the creditors of the Circus and Eldorado Joint Venture, Galleon or ELLC has
any recourse to Borrower or its Subsidiaries,otherthan recourse to ELLC.

4.23Certain Leases.The Certificate of a Responsible Official of Borrower and CS&Y dated as of
March 25, 1994 and delivered to the Administrative Agent certifying that the attached copy of the

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Lease dated July 21, 1972, as amended, between Borrower and CS&Y is true, correct and complete, remains accurate as of the Restatement Date. Borrower is in possession of all of the Real
Property underlying the Eldorado Hotel and Casino and has not entered into any lease with respect to any material portion of the Real Property, except for that portion of the Real Property covered by
the leases and subleases (the "Leases") described on the Lessor Estoppel Certificate delivered in connection with the Original Loan Agreement. To the best of Borrower's knowledge, there are no
defaults presently existing or continuing under any of the terms and provisions of any of the Leases referred to in this Section.

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ARTICLE 5.  AFFIRMATIVE COVENANTS  (OTHER THAN INFORMATION AND  REPORTING REQUIREMENTS)

So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower
shall, and shall cause each of its Subsidiaries to, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents:

5.1Payment of Taxes and Other Potential Liens.Pay and discharge promptly all taxes, assessments and
governmental charges or levies imposed upon Borrower and its Subsidiaries or their Property or any part thereof, upon its income or profits or any part thereof or upon any right or interest of the
Administrative Agent or any Bank under any Loan Document,exceptthat Borrower and its Subsidiaries shall not be required to pay or cause to be paid
(a) any income or gross receipts tax or any other tax on or measured by income generally applicable to banks, and (b) any tax, assessment, charge or levy that is not yet delinquent, or
is being contested in good faith by appropriate proceedings, so long as Borrower has established and maintained adequate reserves for the payment of the same and by reason of such nonpayment and
contest no material item or portion of Property of Borrower or its Subsidiaries is in jeopardy of being seized, levied upon or forfeited.

5.2Preservation of Existence.Preserve and maintain its existence in Nevada and all authorizations,
rights, franchises, privileges, consents, approvals, orders, licenses, permits, or registrations from any Governmental Agency that are necessary for the transaction of its business, and qualify and
remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of its business or the ownership or leasing of its Propertiesexceptwhere the failure to
preserve and maintain any such authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits or registrations or to so
qualify or remain qualified would not constitute a Material Adverse Effect.

5.3Maintenance of Properties.Maintain, preserve and protect all of its depreciable Properties in good
order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of its Properties,exceptthat the failure to
maintain, preserve and protect a particular item of depreciable Property that is not of significant value, either intrinsically or to the operations of the Eldorado Hotel or of Borrower and its
Subsidiaries shall not constitute a violation of this covenant.

5.4Maintenance of Insurance.Maintain liability, casualty and other insurance (subject to customary
deductibles and retention) with responsible insurance companies in such amounts and against such risks
as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and, in any event, (a) public
liability insurance with limits of not less than $75,000,000 per occurrence (subject to deductibles or self-insurance retentions not in excess of $500,000 per occurrence) and
(b) such insurance with respect to the Real Property as is maintained as of the Restatement Date as described inSchedule 5.4.

5.5Compliance With Laws.Comply with all Requirements of Laws noncompliance with which would
constitute a Material Adverse Effect,exceptthat Borrower and its Subsidiaries need not comply with a Requirement of Law then being contested by it in
good faith by appropriate proceedings.

5.6Inspection Rights.Upon reasonable notice, at any time during regular business hours and as often
as requested (but not so as to materially interfere with the business of Borrower and its Subsidiaries), permit the Administrative Agent or any Bank, or any authorized employee, agent or
representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, Borrower and its Subsidiaries and to
discuss the

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affairs, finances and accounts of Borrower and its Subsidiaries with any of its officers, key employees, accountants, customers or vendors, and, upon request, furnish promptly to the Administrative
Agent or any Bank true copies of all financial information made available to the senior management of Borrower and its Subsidiaries.

5.7Keeping of Records and Books of Account.Keep adequate records and books of account reflecting all
financial transactions in conformity with Generally Accepted Accounting Principles and in material conformity with all applicable requirements of any Governmental Agency having regulatory jurisdiction
over Borrower and its Subsidiaries.

5.8Compliance With Agreements.Promptly and fully comply with all Contractual Obligations under all
material agreements, indentures, leases and/or instruments to which it is a party, whether such material agreements, indentures, leases or instruments are with a Bank or another Person, exceptthat
Borrower and its Subsidiaries need not comply with Contractual Obligations under any such agreements, indentures, leases or instruments then
being contested by it in good faith by appropriate proceedings or if the failure to comply with such agreements, indentures, leases or instruments does not constitute a Material Adverse Effect.

5.9Use of Proceeds.Use the proceeds of the Loans and Letters of Credit, (a) on the Restatement
Date, to refinance the obligations under the Existing Loan Agreement, (b) to finance Capital Expenditures subject to Section6.11,
(c) for working capital and general business purposes, (d) to finance any Investment or Acquisition permitted by Section6.3and
(e) to fund letters of credit up to a maximum amount of $3,000,000.

5.10Hazardous Materials Laws.Keep and maintain the Real Property and each portion thereof in
compliance in all material respects with all Hazardous Materials Laws and promptly advise Administrative Agent in writing of (a) any and all enforcement, cleanup, removal or other governmental
or regulatory actions instituted, completed or threatened in writing pursuant to any applicable Hazardous Materials Laws, (b) any and all claims made or threatened in writing by any third party
against Borrower or any of its Subsidiaries or the Real Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials and
(c) discovery by any Senior Officer of Borrower or its Subsidiaries of any occurrence or condition on any real property adjoining or in the vicinity of the Real Property that could reasonably
be expected to cause the Real Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Real Property under any Hazardous Materials
Laws.

5.11Additional Collateral.Execute and deliver to the Banks deeds of trust or leasehold deeds of
trust, as appropriate, containing restrictions and granting Liens in a manner similar to the Deed of Trust and in any event reasonably acceptable to the Majority Banks, with respect to each fee and
leasehold interest in real property acquired by Borrower or any of its Subsidiaries (but only if such real property or any improvements thereon are then, or subsequently become, an operationally
integral part of the Eldorado Hotel), and cause the issuance of policies of title insurance reasonably acceptable to the Administrative Agent with respect thereto. In connection therewith, Borrower
shall provide to the Administrative Agent, at Borrower's sole expense, any and all environmental reviews and other assurances as the Administrative Agent may reasonably request.

5.12New Significant Subsidiaries.Cause each of its Subsidiaries (other than ELLC) which hereafter
becomes a Significant Subsidiary (within the meaning of Article 1, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933, as in effect
on the date hereof) to execute and deliver to the Administrative Agent an instrument of joinder of the Subsidiary Guaranty and the Subsidiary Security Agreement.

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ARTICLE 6.  NEGATIVE COVENANTS

So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall
not, and shall not permit any of its Subsidiaries to, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents:

6.1Payment of Subordinated Obligations.Pay any (a) principal
(includingsinking fund payments) or any other amount (other thanscheduled interest payments) with
respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or
other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated
Obligation or (b) scheduled interest on any Subordinated Obligationunless(i) the payment thereof is then permitted pursuant to the terms
of the Indenture governing such Subordinated Obligation, (ii) no Default under the covenants contained in Sections6.12, 6.13, 6.14or 6.15has
occurred and remains continuing or would, giving pro forma effect to the making of such payment, occur as of the next date upon which
compliance with such covenants is tested, (iii) no other Event of Default has then occurred and remains continuing or if the making of such payment would result in the occurrence of a Default
or an Event of Default, and (iv) the aggregate amount of any such payment pursuant to clause (a) above does not then or will not as a result of the making of such payment exceed
$25,000,000 in the aggregate;

6.2Disposition of Property.Make any Disposition of its Property, whether now owned or hereafter
acquired,exceptfor Permitted Dispositions made when no Default or Event of Default exists.

6.3Investments and Acquisitions.Make any Acquisition or enter into any agreement to make any
Acquisition, or make or suffer to exist any Investment,except:



6.4Hostile Tender Offers.Make any offer to purchase or acquire, or consummate a purchase or
acquisition of, 5% or more of the capital stock of any corporation or other business entity if the board of directors or management of such corporation or business entity has notified Borrower that it
opposes such offer or purchase.

6.5Distributions.Make any Distribution, whether from capital, income or otherwise, and whether in
Cash or other Property, if (a) any Default under the covenants contained in Sections6.12, 6.13, 6.14or6.15has occurred and remains continuing or
would, giving pro forma effect to the making

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of such Distribution, occur as of the next date upon which compliance with such covenants is tested, or (b) any other Event of Default has then occurred and remains continuing or if the making
of such Distribution would result in the occurrence of a Default or an Event of Default,providedthat Borrower shall be entitled to make Permitted Tax
Distributions for so long as no Event of Default of the types described in Sections9.1(a)which has resulted in an acceleration or 9.1(j)occurs.

6.6ERISA.



6.7Change in Nature of Business.Make any material change in the nature of the business of Borrower
and its Subsidiaries as at present conducted.

6.8Liens; Negative Pledges; Sales and Leasebacks.Create, incur, assume or suffer to exist any Lien or
Right of Others of any nature upon or with respect to any of its Property, whether now owned or hereafter acquired; or suffer to exist any Negative Pledge with respect to any of its Property; or
engage in any sale and leaseback transaction with respect to any of its Property;except:



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6.9Indebtedness and Contingent Obligations.Create, incur, assume or suffer to exist any Indebtedness
or Contingent Obligation,except:



6.10Transactions with Affiliates.Enter into any transaction of any kind with any Affiliate of
Borrowerother thantransactions on terms at least as favorable to Borrower as would be the case in an arm's-length transaction between unrelated
parties of equal bargaining power, the terms of which are disclosed to the Banks in writing (except that the terms of Investments permitted by6.2(e)consisting of loans and advances to officers,
directors and employees need not be so disclosed).

6.11Capital Expenditures.



6.12Members' Equity.Permit Members' Equity, as of the last day of any Fiscal Quarter, to be less than
thesumof (a) $75,000,000,plus(b) 30% of cumulative Net Income for each Fiscal Quarter
having then ended since January 1, 2001 (without reduction for any net loss having occurred in any such Fiscal Quarter),plus(c) 75% of
any Net Cash Proceeds received by Borrower or its Subsidiaries since January 1, 2001.

6.13Total Debt to EBITDA Ratio.Permit the Total Debt to EBITDA Ratio to exceed 3.85 to 1.00 as of the
last day of any Fiscal Quarter.

6.14Senior Debt to EBITDA Ratio.Permit the Senior Debt to EBITDA Ratio to exceed 2.00 to 1.00 as of
the last day of any Fiscal Quarter.

6.15Fixed Charge Ratio.Permit the Fixed Charge Ratio, as of the last day of any Fiscal Quarter, to be
less than 1.25 : 1.00.

6.16Amendments to Subordinated Obligations.Amend or modify any term or provision of any indenture,
agreement or instrument evidencing or governing any Subordinated Obligation in any respect that will or may adversely affect the interests of the Banks.

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ARTICLE 7.  INFORMATION AND REPORTING REQUIREMENTS

7.1Financial and Business Information.So long as any Advance remains unpaid, or any other Obligation
remains unpaid or unperformed, or any portion of the Commitment remains in force, Borrower shall, unless the Administrative Agent (with the approval of the Majority Banks) otherwise consents, deliver
to the Administrative Agent and the Banks, at Borrower's sole expense:



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7.2Compliance Certificates.So long as any Advance remains unpaid, or any other Obligation remains
unpaid or unperformed, or any portion of the Commitment remains outstanding, Borrower shall, unless the Majority Banks otherwise consent, deliver to the Administrative Agent, at Borrower's sole
expense, concurrently with the financial statements required pursuant to Sections7.1(a), and 7.1(b), a Compliance Certificate signed by the chief
financial officer, chief executive officer or director of administration of Borrower.

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ARTICLE 8.  CONDITIONS

8.1Initial Advances.The obligation of each Bank to make the initial Advance to be made by it, and the
obligation of the Issuing Bank to issue the initial Letter of Credit, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances
(unless the Majority Banks, in their sole and absolute discretion, shall agree otherwise):



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8.2Any Increasing Advance.In addition to any applicable conditions precedent set forth elsewhere in
thisArticle 8, and after giving effect to the requested Advances, the obligation of each Bank to make any Advance which would increase the
principal amount outstanding under the Notes,

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and the obligation of the Issuing Bank to issue each Letter of Credit, is subject to the following conditions precedent (unless the Majority Banks, in their sole and absolute discretion, agree
otherwise):



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ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

9.1Events of Default.The existence or occurrence of any one or more of the following events, whatever
the reason therefor and under any circumstances whatsoever, shall constitute an Event of Default:



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9.2Remedies Upon Event of Default.Without limiting any other rights or remedies of the Administrative
Agent or the Banks provided for elsewhere in this Agreement, or the Loan Documents, or by applicable Law, or in equity, or otherwise:



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ARTICLE 10.  THE ADMINISTRATIVE AGENT

10.1Appointment and Authorization.Each Bank hereby irrevocably appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof or are reasonably
incidental, as determined by the Administrative Agent, thereto. This appointment and authorization is intended solely for the purpose of facilitating the servicing of the Loans and does not constitute
appointment of the Administrative Agent as trustee for any Bank or as representative of any Bank for any other purpose and,exceptas specifically set
forth in the Loan Documents to the contrary, the Administrative Agent shall take such action and exercise such powers only in an administrative and ministerial capacity. The Administrative Agent is
the agent of the Banks only and does not assume any agency relationship with Borrower, express or implied.

10.2Business Activities with the Borrower.Bank of America (and each successor Administrative Agent)
has the same rights and powers under the Loan Documents as any other Bank and may exercise the same as though it was not the Administrative Agent, and the term "Bank" or "Banks" includes Bank of
America in its individual capacity. Each Bank (including Bank of America and each successor Administrative Agent) and its Affiliates may accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with Borrower or any Affiliate of Borrower. Bank of America may engage in these activities in the same manner as the other Banks as if it was not the
Administrative Agent and without any duty to account therefor to the Banks. Bank of America (and each successor Administrative Agent) need not account to any other Bank for any monies received by it
for reimbursement of its costs and expenses as Administrative Agent hereunder, or for any monies received by it in its capacity as a Bank hereunder. The Administrative Agent shall not be deemed to
hold a fiduciary relationship with any Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.

10.3Proportionate Interest of the Banks in any Collateral.The Administrative Agent, on behalf of all
the Banks, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the
Banks' rights to reimbursement for their costs and expenses hereunder (includingattorneys' fees and disbursements and other professional services),
each Bank shall have an interest in any collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank under the Loan Documents (other than an Approved Swap
Agreement) bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks. Any
obligation owed to a Bank under an Approved Swap Agreement shall rankpari passuwith the Obligations under the Loan Documents up to an amount equal to
the risk assessment factor then generally utilized by the Administrative Agent in assessing similar interest rate protection agreementstimesthe
notional amount of Indebtedness covered by that Approved Swap Agreement, and shall be subordinate to the Obligations under other Loan Documents to the extent of any excess over such amount.

10.4Banks' Credit Decisions.Each Bank agrees that it has, independently and without reliance upon the
Administrative Agent, any other Bank or the directors, officers, agents, employees or attorneys of the Administrative Agent or of any other Bank, and instead in reliance upon information supplied to
it by or on behalf of Borrower and upon such other information as it has deemed appropriate, made its own independent credit analysis and decision to enter into this Agreement. Each Bank also agrees
that it shall, independently and without reliance upon the Administrative Agent, any other Bank or the directors, officers, agents, employees or attorneys of the Administrative Agent or of any other
Bank, continue to make its own independent credit analyses and decisions in acting or not acting under the Loan Documents.

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10.5Action by Administrative Agent.



10.6Liability of Administrative Agent.Neither the Administrative Agent nor any of its directors,
officers, agents, employees or attorneys shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, exceptfor their own gross negligence or willful
misconduct. Without limitation on the foregoing, the Administrative Agent and its directors, officers,
agents, employees and attorneys:



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10.7Indemnification.Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify and
hold the Administrative Agent and its directors, officers, agents, employees and attorneys harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, attorneys' fees and disbursements) that may be imposed
on, incurred by or asserted against it or them in any way relating to or arising out of the Loan Documents (other than losses incurred by reason of the failure of Borrower and its Subsidiaries to pay
the indebtedness represented by the Notes) or any action taken or not taken by it as Administrative Agent thereunder,exceptsuch as result from its own
gross negligence or willful misconduct. Without limitation on the foregoing, each Bank shall reimburse the Administrative Agent upon demand for that Bank's ratable share of any cost or expense
incurred by the Administrative Agent in connection with the negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization
(includinga bankruptcy reorganization), enforcement or attempted enforcement of the Loan Documents, to the extent that Borrower or any other Party is
required by Section11.3to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Administrative
Agent to recover any amount from the Banks if and to the extent that such amount has theretofore been recovered from Borrower, and the Administrative Agent shall promptly refund amounts recovered from
Borrower to Banks which have reimbursed expenses under this Section.

10.8Successor Administrative Agent.The Administrative Agent may, and at the request of the Majority
Banks shall, resign as Administrative Agent (i) upon 30 days' notice to the Borrower and the Banks or (ii) if the Administrative Agent determines that for it to continue as
Administrative Agent would result in a conflict of interest affecting the Administrative Agent, or would create an unacceptable risk of
significant liability of the Administrative Agent to a third party, or would otherwise be inadvisable under prevailing standards of banking prudence, at any time, and effective immediately upon
written notice to Borrower and the Banks. If the Administrative Agent so resigns, (a) the Majority Banks shall appoint a successor Administrative Agent, who must be from among the Banks and be
reasonably acceptable to Borrower,providedthat any resigning Administrative Agent shall be entitled to appoint a successor Administrative Agent from
among the Banks, subject to acceptance of appointment by that successor Administrative Agent, if the Majority Banks have not appointed a successor Administrative Agent within thirty (30) days
after the date the resigning Administrative Agent gave notice of resignation; (b) upon a successor's acceptance of appointment as Administrative Agent, the successor will thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent or the removed Administrative Agent; and (c) upon the

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effectiveness of any resignation, the resigning Administrative Agent thereupon will be discharged from its duties and obligations thereafter arising under the Loan Documents other than obligations
arising as a result of any action or inaction of the resigning Administrative Agent prior to the effectiveness of such resignation. Upon any resignation of the Bank of America (or any successor
Administrative Agent) as Administrative Agent, Bank of America (or such successor) shall be deemed to have concurrently resigned as Issuing Bank.

10.9Performance of Conditions.For the purpose of determining fulfillment by Borrower and its
Subsidiaries of conditions precedent specified inArticle 8, each Bank shall be deemed to have consented to, and approved or accepted, or to be
satisfied with each document or other matter sent by the Administrative Agent to such Bank for consent, approval, acceptance or satisfaction, or required under Article 8to be consented to, or
approved by or acceptable or satisfactory to, that Bank, unless an officer of the Administrative Agent who is
responsible for the transactions contemplated by the Loan Documents shall have received written notice from that Bank prior to the making of the requested Loan or the issuance of the requested Letter
of Credit specifying its objection thereto and either (i) such objection shall not have been withdrawn by written notice to the Administrative Agent or (ii) in the case of any condition
to the making of a Loan, that Bank shall not have made available to the Administrative Agent that Bank's Pro Rata Share of such Loan.

10.10Collateral Matters.



10.11No Obligations of Borrower.Nothing contained in this Article 10shall be deemed to impose upon Borrower any obligation in respect of the
due and punctual performance by the Administrative Agent of
its obligations to the Banks under any provision of this Agreement, and Borrower shall have no liability to the Administrative Agent or any of the Banks in respect of any failure by the Administrative
Agent or any Bank to perform any of its obligations to the Administrative Agent or the Banks under this Agreement. Without limiting the generality of the foregoing, where any provision of this
Agreement relating to the payment of any amounts due and owing under the Loan Documents provides that such payments shall be made by Borrower to the Administrative Agent for the account of the Banks,
Borrower's obligations to the Banks in respect of such payments shall be deemed to be satisfied upon the making of such payments to the Administrative Agent in the manner provided by this Agreement.

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ARTICLE 11.  MISCELLANEOUS

11.1Cumulative Remedies; No Waiver.The rights, powers, privileges and remedies of the Administrative
Agent, the Issuing Bank and the Banks provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, privilege or remedy provided by Law or equity. No
failure or delay on the part of the Administrative Agent, the Issuing Bank or any Bank in exercising any right, power, privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may any
single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy. The terms and conditions of Article 8hereof are inserted for the sole benefit of the Administrative Agent, the Issuing Bank and the Banks; the same may be waived in whole
or in part, with or without terms or conditions, in respect of any Loan or Letter of Credit without prejudicing the Administrative Agent's, the Issuing Bank's or the Banks' rights to assert them in
whole or in part in respect of any other Loan or Letter of Credit.

11.2Amendments; Consents.No amendment, modification, supplement, extension, termination or waiver of
any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective
unless in writing signed by the Administrative Agent with the approval in writing of the Majority Banks (and, in the case of amendments, modifications or supplements of or to any Loan Document to
which Borrower is a Party, the approval in writing of Borrower), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Banks, no
amendment, modification, supplement, termination, waiver or consent may be effective:



Any
amendment, modification, supplement, termination, waiver or consent pursuant to this Section11.2shall apply equally to, and shall be
binding upon, all the Banks, the Issuing Bank and the Administrative Agent.

11.3Costs, Expenses and Taxes.Borrower shall pay on demand the reasonable costs and expenses of the
Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, execution and delivery of the Loan Documents, and of the Administrative Agent, the Issuing Bank and the
Banks in connection with the amendment, waiver, refinancing, restructuring, reorganization (includinga bankruptcy reorganization) and enforcement or
attempted enforcement of the Loan Documents, and any matter related thereto,including, without limitation, filing fees, recording fees, title insurance
fees, appraisal fees, search fees and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including
the allocated fees and all

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disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent or any Bank, and including, without
limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent or any Bank in connection with or during the
course of any bankruptcy or insolvency proceedings of Borrower;providedthat (a) Administrative Agent and the Banks shall, in connection with
any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the Loan Documents shall use their best efforts to avoid duplicative efforts by legal
counsel on behalf of Administrative Agent and one or more Banks, and (b) in the event that Borrower is the prevailing party in any proceeding referred to above (other than any proceeding
commenced or maintained after any bankruptcy or insolvency proceeding with respect to Borrower), Borrower shall be entitled to reimbursement of its reasonable attorneys fees and costs. Borrower shall
pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) and all costs, expenses, fees and charges payable or determined to be payable in
connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction
pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect
to or resulting from any delay in paying or failure to pay any tax, cost, expense, fee or charge or that any of them may suffer or incur by
reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest at the Default Rate from the
second Banking Day of a demand for payment.

11.4Nature of Banks' Obligations.The obligations of the Banks hereunder are several and not joint or
joint and several. Nothing contained in this Agreement or any other Loan Document and no action taken by the Administrative Agent or the Banks or any of them pursuant hereto or thereto may, or may be
deemed to, make the Banks a partnership, an association, a joint venture or other entity, either among themselves or with the Borrower or any Affiliate of the Borrower. Each Bank's obligation to make
any Advance pursuant hereto is several and not joint or joint and several. A default by any Bank will not increase the percentage of the Commitment attributable to any other Bank. Any Bank not in
default may, if it desires, assume in such proportion as the nondefaulting Banks agree the obligations of any Bank in default, but is not obligated to do so. The Administrative Agent agrees that it
will use its best efforts either to induce the other Banks to assume the obligations of a Bank in default or to obtain another Bank, reasonably satisfactory to Borrower, to replace such a Bank in
default.

11.5Survival of Representations and Warranties.All representations and warranties contained herein or
in any other Loan Document, or in any certificate or other writing delivered by or on behalf of any one or more of the Parties to any Loan Document, will survive the making of the Loans hereunder and
the execution and delivery of the Notes, and have been or will be relied upon by the Administrative Agent and each Bank, notwithstanding any investigation made by the Administrative Agent or any Bank
or on their behalf.

11.6Notices.Exceptas otherwise expressly provided in
the Loan Documents: (a) All notices, requests, demands, directions and other communications provided for hereunder or under any other Loan Document must be in writing and must be mailed,
telegraphed, telecopied, delivered or sent by telex or cable to the appropriate party at the address set forth on the signature pages of this Agreement or other applicable Loan Document or, as to any
party to any Loan Document, at any other address as may be designated by it in a written notice sent to all other parties to such Loan Document in accordance with this Section; and (b) Any
notice, request, demand, direction or other communication given by telegram, telecopier, telex or cable must be confirmed within 48 hours by letter mailed or delivered to the appropriate party
at its respective address.Exceptas otherwise expressly provided in any Loan Document, if any notice, request, demand, direction or other

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communication required or permitted by any Loan Document is given by mail it will be effective on the earlier of receipt or the third Banking Day after deposit in the United States mail with first
class or airmail postage prepaid; if given by telegraph or cable, when delivered to the telegraph company with charges prepaid; if given by telex or telecopier, when sent; or if given by personal
delivery, when delivered. Notices given by the Borrower underArticles 2and3shall be deemed given on
actual receipt by the Administrative Agent.

11.7Execution of Loan Documents.Unless the Administrative Agent otherwise specifies with respect to
any Loan Document, this Agreement and any other Loan Document may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and
delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, when taken together will be deemed to be but one and the same
instrument. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been
executed by all the parties hereto or thereto.

11.8Binding Effect; Assignment.



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11.9Lien on Deposits and Property in Possession of any Bank.As security for the prompt payment and
performance of all Obligations, Borrower hereby grants to the Administrative Agent, the Issuing Bank and the Banks and each of them a Lien on and a security interest in all its right, title, and
interest in and to any and all deposit accounts now or hereafter maintained with the Administrative Agent, the Issuing Bank or any Bank and in and to any and all of its Property and the proceeds
thereof now or hereafter in the possession of the Administrative Agent, the Issuing Bank or any Bank. If an Event of Default has occurred and is continuing, any Bank (but only with the consent of the
Majority Banks) may, to the extent permitted by applicable Laws, exercise its rights under Article 9 of the Uniform Commercial Code and other applicable Laws and apply any funds in any deposit
account maintained with it by Borrower and/or any Property of Borrower in its possession against the Obligations.

11.10Sharing of Setoffs.Each Bank severally agrees that if it, through the exercise of any right of
setoff, banker's lien or counterclaim against Borrower or its Subsidiaries, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Bank, through any means,
receives in payment of the Obligations held by that Bank, then: (a) The Bank exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such payment shall notify the
Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from the other Bank a participation in the Obligations held by the other Bank and shall pay to
the other Bank a purchase price in an amount so that the share of the Obligations held by each Bank after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall
be in the same proportion that existed prior to the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) Such other adjustments and purchases of
participations shall be made from time to time as shall be equitable to ensure that all of the Banks share any payment obtained in respect of the Obligations ratably in accordance with each Bank's
share of the Obligations immediately prior to, and without taking into account, the payment;providedthat, if all or any portion of a disproportionate
payment obtained as a result of the exercise of the right of setoff, banker's lien, counterclaim or otherwise is thereafter recovered from the purchasing Bank by Borrower or its Subsidiaries or any
Person claiming through or succeeding to the rights of Borrower or its Subsidiaries, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent
of the recovery. Each Bank that purchases a participation in the Obligations pursuant to this Section shall from and after the purchase have the right to give all notices, requests, demands,
directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Bank were the original owner of the
Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in an Obligation so purchased may exercise any and all rights of
setoff, banker's lien or counterclaim with respect to the participation as fully as if the Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it
shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the
consent of the Majority Banks.

11.11Indemnity by Borrower.Borrower agrees to indemnify, save and hold harmless the Administrative
Agent, the Issuing Bank, the Lead Arranger, the Co-Agent and each Bank and their Affiliates, directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against:
(a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any
Person (other than the Administrative Agent, the Issuing Bank, the Lead Arranger, the Co-Agent or a Bank) if the claim, demand, action or cause of action directly or indirectly relates to
a claim, demand, action or cause of action that such Person asserts or may assert against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower; (b) any and
all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to the Commitment, the use or contemplated use of proceeds of any Loan, the
relationship of Borrower and the Banks under this Agreement or any transaction contemplated by this Agreement,

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(c) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clauses (a) or
(b) above; and (d) any and all liabilities, losses, costs or expenses (includingattorneys' fees and disbursements and other professional
services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action;providedthat no
Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. If any claim, demand, action or cause of action is asserted against any
Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower's obligations under this Section unless such failure materially
prejudices Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Each Indemnitee may, and if requested by Borrower in writing shall,
in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action with counsel selected by such Indemnitee and reasonably acceptable to Borrower, and shall
permit Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall
give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower's prior
consent, which consent shall not unreasonably be withheld. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending any claim, demand, action or cause of
action covered by this Section;providedthat each Indemnitee shall endeavor, but shall not be obligated, in connection with any matter covered by this
Section which also involves other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees. Any obligation or liability of Borrower to any
Indemnitee under this Section shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Banks; provided, however, that such obligations or liabilities shall not, from and after the date on which the Notes are fully paid and the Commitment is
terminated, be deemed Obligations for any purpose under the Loan Documents.

11.12Nonliability of the Banks.Borrower acknowledges and agrees that:



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11.13No Third Parties Benefited.This Agreement is made for the purpose of defining and setting forth
certain obligations, rights and duties of Borrower, the Administrative Agent, the Issuing Bank and the Banks in connection with the Loans and Letters of Credit, and is made for the sole benefit of
Borrower, the Administrative Agent and the Banks, and the Administrative Agent's and the Banks'
successors and assigns.Exceptas provided in Sections3.3, 11.8, 11.11, and 11.25no other Person shall
have any rights of any nature hereunder or by reason hereof.

11.14Confidentiality.Each Bank, the Issuing Bank and Administrative Agent agrees to hold any
confidential information that it may receive from Borrower pursuant to this Agreement in confidence,exceptfor disclosure: (a) To other Banks;
(b) To legal counsel, accountants and other professional advisors to Borrower or any Bank; (c) To regulatory officials having jurisdiction over that Bank; (d) As required by Law
or legal process (providedthat in the event any Bank is so required to disclose any such confidential information, such Bank shall endeavor promptly to
notify Borrower, so that Borrower may seek a protective order or other appropriate remedy) or in connection with any legal proceeding to which that Bank and Borrower are adverse parties; (e) To
another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of that Bank's interests hereunder or a participation interest in
its Note, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Section; and (f) To prospective purchasers of any
Collateral in connection with any disposition thereof, provided that such disclosure is made subject to an appropriate confidentiality agreement on terms substantially similar to this Section. For
purposes of the foregoing, "confidential information" shall mean all information respecting Borrower,other than(i) information previously filed
with any Governmental Agency and available to the public, (ii) information previously published in any public medium from a source other than, directly or indirectly, that Bank, and
(iii) information previously disclosed by Borrower to any Person not associated with Borrower without a written confidentiality agreement. Nothing in this Section shall be construed to create
or give rise to any fiduciary duty on the part of the Administrative Agent, the Issuing Bank or the Banks to Borrower.

11.15Hazardous Materials Indemnity.Borrower hereby agrees to indemnify, hold harmless and defend (by
counsel reasonably satisfactory to the Administrative Agent) each of the Administrative Agent, the Issuing Bank, the Banks and their respective directors, officers, employees, agents, successors and
assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses to the extent that the defense of any
such action has not been assumed by Borrower), arising directly or indirectly, in whole or in part, out of (i) the presence on or under the Real Property of any Hazardous Materials, or any
releases or discharges of any Hazardous Materials on, under or from the Real Property and (ii) any activity carried on or undertaken on or off the Real Property by Borrower or any of its
predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or
any predecessor in title, or any third persons at any time occupying or present on the Real Property, in connection with the handling,

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treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on or under the Real Property. The foregoing
indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in
connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in
accordance with applicable
Laws, but the foregoing indemnity shall not apply to (i) Hazardous Materials on the Real Property, the presence of which is caused by the Administrative Agent, the Issuing Bank or the Banks or
(ii) activities carried on or undertaken by the Administrative Agent, the Issuing Bank or the Banks, in each case subsequent to its or their entry into the Real Property pursuant to foreclosure
under the Deed of Trust (but only to the extent that the same are not attributable to the Borrower). Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement
or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section shall be unlimited personal corporate obligations of Borrower and shall notbe secured by any Deed of
Trust on the Real Property. Borrower acknowledges that the Banks' appraisal of the Real Property is such that the Banks
are not willing to accept the consequences of inclusion of the obligations under this Section among the obligations secured by any Deed of Trust and that the Banks would not enter into this Agreement
and the transactions contemplated hereby but for the personal corporate liability undertaken by Borrower for such obligations.

11.16Further Assurances.Borrower shall (and shall cause its Subsidiaries to), at its sole expense and
without expense to the Banks, the Issuing Bank or the Administrative Agent, do, execute and deliver such further acts and documents as any Bank or the Administrative Agent from time to time reasonably
requires for the assuring and confirming unto the Banks, the Issuing Bank or the Administrative Agent of the rights hereby created or intended now or hereafter so to be, or for carrying out the
intention or facilitating the performance of the terms of any Loan Document.

11.17Integration.This Agreement, together with the other Loan Documents, comprises the complete and
integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof, providedthat Borrower and the Administrative Agent
have entered into a letter agreement of even date herewith regarding certain of the Schedules
delivered in connection with this Agreement and the Deed of Trust. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control and govern;providedthat the inclusion of supplemental rights or remedies in favor of the Administrative Agent, the Issuing
Bank or the Banks in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

11.18Governing Law.Exceptto the extent otherwise
expressly provided therein, each Loan Document shall be governed by, and construed and enforced in accordance with, the local Laws of Nevada.

11.19Severability of Provisions.Any provision in any Loan Document that is held to be inoperative,
unenforceable or invalid as to any party or in any jurisdiction shall, as to that party or jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions or the
operation, enforceability or validity of that provision as to any other party or in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

11.20Independent Covenants.Each covenant inArticles 5, 6and 7is independent of the other covenants in those
Articles; the breach of any such covenant shall not be excused by the fact that the circumstances
underlying such breach would be permitted by another such covenant.

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11.21Headings.Article and Section headings in this Agreement and the other Loan Documents are
included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.

11.22Time of the Essence.Time is of the essence of the Loan Documents.

11.23Tax Withholding Exemption Certificates.On or before the Restatement Date, each Bank which is
organized outside the United States of America shall deliver to Borrower a properly completed and duly executed Internal Revenue Service Form 4224 or Form 1001 and any other certificate
or statement required by applicable Laws to establish that payments due to such Bank under the Loan Documents are (a) not subject to withholding under the Code because such payments are
effectively connected with the conduct of a trade or business in the United States of America or (b) totally exempt from United States tax under the provisions of an applicable tax treaty.

11.24Arbitration Reference.



11.25Purported Oral Amendments.BORROWER AND THE BANKS EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH
SECTION11.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY
REPRESENTATIVE OF ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY BANK THAT DOES NOT COMPLY WITH SECTION11.2TO EFFECT AN AMENDMENT, MODIFICATION,
WAIVER OR SUPPLEMENT TO THE AGREEMENT OF THE OTHER LOAN DOCUMENTS.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

| |  | BORROWER:                                                                                  
| |  | -------------------------------------------------------------------------------------------
| |  | ELDORADO RESORTS LLC, a Nevada limited liability company                                   
| |  | By:                                                                                        
| |  |                                                                                            
| |  |                                                                                            
| |  |                                                                                            
| |  | Address for Notices:                                                                       
| |  |                                                                                            
| |  | Eldorado Resorts LLC
345 North Virginia Street
Reno, Nevada 89501
Telephone: (702) 786-5700

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| |  | Telecopier: (702) 348-7513                                                                                                                                                                              
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| |  | BANK OF AMERICA, N.A.
as Administrative Agent                                                                                                                                                           
| |  | By:                                                                                                                                                                                                     
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| |  |                                                                                                                                                                                                         
| |  | Address:                                                                                                                                                                                                
| |  |                                                                                                                                                                                                         
| |  | Bank of America, N.A.
Agency Management Services
555 South Flower Street, 11th Floor
Los Angeles, California 90071
Attn: Janice Hammond, Vice President
Telecopier: 213/228-2299
Telephone: 213/228-9861
| |  |                                                                                                                                                                                                         
| |  | BANK OF AMERICA, N.A.
as a Bank and Issuing Bank                                                                                                                                                        
| |  | By:                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                         
| |  | Address:                                                                                                                                                                                                
| |  |                                                                                                                                                                                                         
| |  | Bank of America, N.A.
CA9-706-11-01
555 South Flower Street, 11th Floor
Los Angeles, California 90071
Attn: Scott Faber, Managing Director
Telecopier: 213/228-3145
Telephone: 213/228-2768             
| |  |                                                                                                                                                                                                         
| |  | with a copy to:                                                                                                                                                                                         
| |  |                                                                                                                                                                                                         
| |  | Bank of America, N.A.
555 South Flower Street (LA-5777)
Los Angeles, California 90071
Attn: William S. Newby, Managing Director
Telecopier: 213/228-3145                                                

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| |  | Telephone: 213/228-2438                                                                                                                                                    
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| |  | WELLS FARGO BANK, N.A.
as a Bank,                                                                                                                                          
| |  | By:                                                                                                                                                                        
| |  |                                                                                                                                                                            
| |  |                                                                                                                                                                            
| |  |                                                                                                                                                                            
| |  | Address:                                                                                                                                                                   
| |  |                                                                                                                                                                            
| |  | Wells Fargo Bank, N.A.
5340 Kietzke Lane, Suite 201
Reno, Nevada 89511
Attn: Debbie Fuetsch,
Vice President
Telecopier: 775/689-6026
Telephone: 775/689-6012               
| |  |                                                                                                                                                                            
| |  | U.S. BANK NATIONAL ASSOCIATION
as a Bank,                                                                                                                                  
| |  | By:                                                                                                                                                                        
| |  |                                                                                                                                                                            
| |  |                                                                                                                                                                            
| |  |                                                                                                                                                                            
| |  | Address:                                                                                                                                                                   
| |  |                                                                                                                                                                            
| |  | U.S. Bank National Association
1 East Liberty Street
Reno, Nevada 89501
Attn: Theresa Buckingham,
Assistant Vice President
Telecopier: 775/688-6597
Telephone: 775/688-6807

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