04/03/98

                               21
                   PLAYERS INTERNATIONAL, INC.

          SECOND AMENDED AND RESTATED CREDIT AGREEMENT


           This  SECOND AMENDED AND RESTATED CREDIT AGREEMENT  is
dated  as of March 11, 1998 and entered into by and among PLAYERS
INTERNATIONAL,  INC.,  a  Nevada  corporation,  as  the  borrower
("Company"),  THE FINANCIAL INSTITUTIONS LISTED ON THE  SIGNATURE
PAGES  HEREOF (each individually referred to herein as a "Lender"
and  collectively  as  "Lenders"),  WELLS  FARGO  BANK,  NATIONAL
ASSOCIATION, ("WFB," and, in its capacity as administrative agent
for  Lenders,  "Administrative Agent" and,  in  its  capacity  as
managing  agent for Lenders, "Managing Agent"), as a Lender,  the
Administrative Agent, the Managing Agent and the Arranger.


                     PRELIMINARY STATEMENTS

           A.    Company, Lenders, Administrative Agent, Managing
Agent  and  certain other financial institutions have  heretofore
entered into that certain Credit Agreement dated as of August 25,
1995,  as  amended  by  that certain First  Amendment  to  Credit
Agreement  dated  as  of  August 7,  1996  (as  so  amended,  the
"Original Credit Agreement").

           B.    The  Original Credit Agreement was  amended  and
restated  by  that certain Amended and Restated Credit  Agreement
dated  as of December 16, 1996 (said Amended and Restated  Credit
Agreement, as amended by the First Amendment thereto dated as  of
February  14, 1997 and the Second Amendment thereto dated  as  of
March 15, 1997, being the "Existing Credit Agreement").

           C.    Company, Lenders, Administrative Agent, Managing
Agent  and  Arranger  desire to amend and  restate  the  Existing
Credit Agreement in its entirety in order to provide, among other
things,  that  (i)  the  Commitments under  the  Existing  Credit
Agreement,  in  the  aggregate amount of  $50,000,000,  shall  be
increased  to $80,000,000; (ii) the Company shall have the  right
to request that the Revolving Loans bear interest with respect to
either  the Base Rate or the Adjusted Eurodollar Rate; (iii)  the
Commitment Termination Date shall be extended to March 31,  2003;
(iv)  the interest rates and commitment fees shall be revised  as
set forth herein; (v) the covenants shall be revised as set forth
herein;  and (vi) the other terms and provisions of the  Existing
Credit Agreement shall otherwise be modified as set forth herein.

          D.   On the Effective Date, concurrently with the first
borrowing  of Revolving Loans hereunder, the Company  will  repay
Existing Revolving Loans outstanding on the Effective Date in  an
amount  such that (i) all Existing Revolving Loans owed  to  each
Noncontinuing  Lender  shall  be repaid  in  full  and  (ii)  the
Revolving  Loans  owed to each Lender shall be in  proportion  to
each  such  Lender's Pro Rata Share.  Immediately following  such
repayment, each Noncontinuing Lender shall cease to be  a  Lender
hereunder.

           E.   Company agrees that its existing pledge and grant
of  a  security interest in substantially all of its present  and
future  real and personal property will continue as security  for
the payment and performance of the Obligations of Company.

           F.   Company agrees that its existing pledge of all of
its  capital  stock  in  each  of its Subsidiaries,  whether  now
existing  or  hereafter  created or acquired,  will  continue  as
security  for  the payment and performance of the Obligations  of
Company.

           G.    Company agrees to cause each of its Subsidiaries
to  confirm  and  agree  that (i) its existing  guaranty  of  the
obligations  of Company under the Existing Credit Agreement  will
continue as a guaranty of the Obligations hereunder and (ii)  its
existing grant of a security interest in substantially all of its
assets to secure such guaranty will continue as security for  the
payment and performance of such guaranty.

           NOW,  THEREFORE, in consideration of the premises  and
the   agreements,  provisions  and  covenants  herein  contained,
Company,  Lenders,  Administrative  Agent,  Managing  Agent   and
Arranger  agree  that  the  Existing Credit  Agreement  shall  be
amended and restated, without novation, as follows:


                           SECTION 1.
                          DEFINITIONS

1.1  Certain Defined Terms.

          The following terms used in this Agreement shall have
the following meanings:

           "Acknowledgement and Confirmation"  means  an  Acknowl
edgement  and  Confirmation Agreement dated as of  the  Effective
Date, substantially in the form of Exhibit X hereto, pursuant  to
which  each  Guarantor  shall acknowledge and  confirm  that  its
obligations under the Guaranties and the Collateral Documents  to
which it is a party shall continue to guaranty or secure, as  the
case  may  be,  the  Obligations of Company  hereunder,  as  such
Acknowledgement  and  Confirmation  Agreement  may  hereafter  be
amended, supplemented or otherwise modified from time to time.

           "Adjusted  Eurodollar Rate" means,  for  any  Interest
Period,  the arithmetic average of the rate of interest at  which
deposits (approximately equal to the amount of the requested Loan
and  for  the  same  term as the requested Interest  Period)  are
offered  to  WFB  in the London interbank eurodollar  market  for
delivery on the first day of the Interest Period, as adjusted for
reserve  requirements and rounded upwards, if necessary,  to  the
next higher 1/16%.

          "Administrative Agent" means WFB.

          "Affected Lender" has the meaning assigned to that term
in subsection 2.6C.

           "Affiliate", as applied to any Person, means any other
Person  directly  or indirectly controlling,  controlled  by,  or
under common control with, that Person. For the purposes of  this
definition, "control" (including, with correlative meanings,  the
terms  "controlling", "controlled by" and "under  common  control
with"),  as  applied  to any Person, means  (i)  the  possession,
directly  or  indirectly, of the power to  direct  or  cause  the
direction of the management and policies of that Person,  whether
through  the  ownership of voting securities or  by  contract  or
otherwise or (ii) the beneficial ownership of 10% or more of  any
class  of  voting capital stock of a Person (on a  fully  diluted
basis)  or of warrants or other rights to acquire such  class  of
capital stock (whether or not presently exercisable).

           "Agreement"  means  this Second Amended  and  Restated
Credit  Agreement  dated  as of March 11,  1998,  as  it  may  be
amended, supplemented or otherwise modified from time to time.

           "Allocated Costs of Internal Counsel" means, as of any
date  of  determination, the internal costs imputed  to  in-house
counsel   employed  by  Administrative  Agent  for  the   review,
negotiation,  preparation, execution and  administration  of  the
Loan Documents, as based on the time records submitted to Company
within  90 days of the services performed by such counsel  at  an
hourly rate not to exceed the then prevailing market rate in  Los
Angeles,  California for an attorney with a minimum of ten  years
experience in financing transactions.

          "Amendments to Missouri Pledge and Security Agreements"
means  (i) that certain Amendment to Company Pledge Agreement  by
and  between Company, and Administrative Agent, as Secured Party,
(ii)  that  certain Amendment to Players Holding Pledge Agreement
between  PHI  and Administrative Agent, as Secured  Party,  (iii)
that   certain   Amendment  to  Subsidiary   Security   Agreement
(Missouri)  by  and  among PMHN, PMH, PMHLP,  and  Administrative
Agent,  as Secured Party, (iv) that certain Amendment to  Partner
ship   Interest  Security  Agreement  by  and  between  PMH   and
Administrative  Agent, as Secured Party, (v) that  certain  Amend
ment  to  Partnership Interest Security Agreement by and  between
PMHN  and  Administrative Agent, as Secured Party, and (vi)  that
certain Amendment to Joint Venture Interest Security Agreement by
and  between  PMHLP and Administrative Agent, as  Secured  Party,
each  dated as of the date hereof, substantially in the forms  of
Exhibit   XI-A,  XI-B,  XI-C,  XI-D,  XI-E,  and   XI-F   hereto,
respectively,  as each such amendment may hereafter  be  amended,
supplemented or otherwise modified from time to time.

           "Applicable Base Rate Margin" means, as of any date of
determination,  (i) a percentage per annum as shown  below  deter
mined  by  the  Leverage Ratio on the date  of  the  most  recent
Pricing  Determination Certificate delivered by Company  pursuant
to  Subsection 4.1T or Subsection 6.1(xvii) and the average daily
Total Utilization of Commitments for the 30 day period ending  on
the date of such Pricing Determination Certificate; provided that
the  Applicable  Base  Rate Margin shall  not  be  adjusted  upon
receipt  of a Pricing Determination Certificate until  the  first
Business  Day of the first calendar month following the  date  on
which  such Pricing Determination Certificate is due or  (ii)  if
Company  has failed to provide such certificate within  the  time
period  set forth for such delivery in Subsection 6.1(xvii),  the
Applicable Base Rate Margin shall be 1.00% on and after the first
Business Day following the date on which delivery of such Pricing
Determination Certificate was due until the first Business Day of
the  month  following the date that such past due certificate  is
actually received by Administrative Agent; provided further  that
on  the  first Business Day of the month following receipt  of  a
past due certificate by Administrative Agent, the Applicable Base
Rate Margin shall be determined as set forth in clause (i) above:

          Leverage Ratio           Applicable Base Rate Margin

          less than or equal to 2.50         0.00%
          greater than 2.50                  0.75%
            but less than or
            equal to 3.00
          greater than 3.00                  1.00%

If  on  any  date  of  determination,  the  average  daily  Total
Utilization  of Commitments for the 30 day period  ended  on  the
date   of  the  most  recent  Pricing  Determination  Certificate
delivered  by  Company pursuant to Subsection 4.1T or  Subsection
6.1(xvii) date is less than $30,000,000, then, subject to clauses
(i) and (ii) above, the Applicable Base Rate Margins listed above
shall  be  reduced by 15 basis points (0.15%) for  such  date  of
determination;  provided,  however,  such  Applicable  Base  Rate
Margins shall never be less than zero.

          "Applicable Commitment Fee Percentage" means, as of any
date  of determination, (i) a percentage per annum as shown below
determined  by the Leverage Ratio on the date of the most  recent
Pricing  Determination Certificate delivered by Company  pursuant
to  Subsection 4.1T or Subsection 6.1(xvii) and the average daily
Total Utilization of Commitments for the 30 day period ending  on
the date of such Pricing Determination Certificate; provided that
the  Applicable Commitment Fee Percentage shall not  be  adjusted
upon  receipt  of a Pricing Determination Certificate  until  the
first Business Day of the first calendar month following the date
on which such Pricing Determination Certificate is due or (ii) if
Company  has failed to provide such certificate within  the  time
period  set forth for such delivery in Subsection 6.1(xvii),  the
Applicable Commitment Fee Percentage shall be 0.50% on and  after
the  first  Business Day following the date on which delivery  of
such  Pricing Determination Certificate was due until  the  first
Business  Day of the month following the date that such past  due
certificate   is  actually  received  by  Administrative   Agent;
provided  further  that on the first Business Day  of  the  month
following  receipt  of a past due certificate  by  Administrative
Agent,  the Applicable Commitment Fee Percentage shall  be  deter
mined as set forth in clause (i) above:

          Leverage Ratio           Applicable Commitment Fee % _

          less than or equal to 1.50         0.30%
          greater than 1.50                  0.40%
            but less than or equal to 2.00
          greater than 2.00                  0.50%

If  on  any  date  of  determination,  the  average  daily  Total
Utilization  of Commitments for the 30 day period  ended  on  the
date   of  the  most  recent  Pricing  Determination  Certificate
delivered  by  Company pursuant to Subsection 4.1T or  Subsection
6.1(xvii) date is less than $30,000,000, then, subject to clauses
(i)  and  (ii)  above, the Applicable Commitment Fee  Percentages
listed above shall be reduced by 10 basis points (0.10%) for such
date of determination.

          "Applicable Eurodollar Margin" means, as of any date of
determination,  (i) a percentage per annum as shown  below  deter
mined  by  the  Leverage Ratio on the date  of  the  most  recent
Pricing  Determination Certificate delivered by Company  pursuant
to  Subsection 4.1T or Subsection 6.1(xvii) and the average daily
Total Utilization of Commitments for the 30 day period ending  on
the date of such Pricing Determination Certificate; provided that
the  Applicable  Eurodollar Margin shall  not  be  adjusted  upon
receipt  of a Pricing Determination Certificate until  the  first
Business  Day of the first calendar month following the  date  on
which  such Pricing Determination Certificate is due or  (ii)  if
Company has failed to provide such certificate within the  period
set   forth  for  such  delivery  in  Subsection  6.1(xvii),  the
Applicable  Eurodollar Margin shall be 2.50%  on  and  after  the
first  Business Day following the date on which delivery of  such
Pricing  Determination  Certificate  was  due  until  the   first
Business  Day of the month following the date that such past  due
certificate   is  actually  received  by  Administrative   Agent;
provided  further  that on the first Business Day  of  the  month
following  receipt  of a past due certificate  by  Administrative
Agent,  the  Applicable Eurodollar Margin shall be determined  as
set forth in clause (i) above:

          Leverage Ratio           Applicable Eurodollar Margin

          less than or equal to 1.50         1.00%
          greater than 1.50                  1.50%
            but less than or equal to 2.00
          greater than 2.00                  2.00%
            but less than or equal to 2.50
          greater than 2.50                  2.25%
            but less than or equal to 3.00
          greater than 3.00                  2.50%

If  on  any  date  of  determination,  the  average  daily  Total
Utilization  of Commitments for the 30 day period  ended  on  the
date   of  the  most  recent  Pricing  Determination  Certificate
delivered  by  Company pursuant to Subsection 4.1T or  Subsection
6.1(xvii) date is less than $30,000,000, then, subject to clauses
(i)  and  (ii)  above, the Applicable Eurodollar  Margins  listed
above  shall be reduced by 15 basis points (0.15%) for such  date
of determination.

          "Arranger" means WFB.

           "Assessment" means the obligation of any  Person  that
owns  an equity interest in any legal entity to pay or contribute
additional capital to such entity, whether such obligation arises
on  a  scheduled  basis or upon the occurrence  of  one  or  more
contingent events.

           "Asset Sale" means the sale by Company or any  of  its
Subsidiaries  to  any Person other than Company  or  any  of  its
wholly-owned  Subsidiaries of (i) any of  the  stock  of  any  of
Company's Subsidiaries, (ii) 50% or more of the assets of Company
or  any  of its Subsidiaries, or (iii) any other assets  used  or
useful  in the operations of Company or its Subsidiaries (whether
tangible  or  intangible)  outside  of  the  ordinary  course  of
business.

           "Bankruptcy Code" means Title 11 of the United  States
Code  entitled "Bankruptcy", as now and hereafter in  effect,  or
any successor statute.

           "Barges"  means  all  barges located  at  or  used  in
connection   with  the  Illinois  Facilities  or  the   Louisiana
Facilities,  whether  owned on the date  hereof  or  subsequently
acquired,  including, without limitation,  all  barges  that  are
documented, registered or certified pursuant to the laws  of  the
State of Illinois or the State of Louisiana.

           "Base Rate" means, at any time, the higher of (x)  the
Prime  Rate or (y) the rate which is 1/2 of 1% in excess  of  the
Federal Funds Effective Rate.

          "Base Rate Loans" means Loans bearing interest at rates
determined  by  reference  to  the  Base  Rate  as  provided   in
subsection 2.2A.

           "Best  Knowledge" means, as applied to any individual,
actual  knowledge by such individual of any fact  and  means,  as
applied  to  Company,  (i) actual knowledge  by  any  Responsible
Officer  of any fact or (ii) imputed knowledge of any fact  which
should,  upon  the reasonable exercise of diligence  (appropriate
for  the  circumstances  in question)  by  any  such  Responsible
Officer in his or her employment position, have been known.

          "Business Day" means (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday,  Sunday
and  any day which is a legal holiday under the laws of the State
of  California, Nevada or New Jersey or is a day on which banking
institutions located in any such state are authorized or required
by  law  or  other governmental action to close,  and  (ii)  with
respect to all notices, determinations, fundings and payments  in
connection  with the Adjusted Eurodollar Rate or  any  Eurodollar
Rate  Loans,  any  day  that  is  a  Business  Day  described  in
clause  (i)  above  and that is also a day  for  trading  by  and
between banks in Dollar deposits in the London interbank market.

           "Capital  Lease," as applied to any Person, means  any
lease  of any property (whether real, personal or mixed) by  that
Person as lessee that, in conformity with GAAP, is accounted  for
as a capital lease on the balance sheet of that Person.

          "Cash" means money, currency or a credit balance in a
Deposit Account.

           "Cash  Equivalents" means, as at any date of determina
tion,  (i)  marketable  securities (a)  issued  or  directly  and
unconditionally  guaranteed as to interest and principal  by  the
United  States  Government or (b) issued by  any  agency  of  the
United  States the obligations of which are backed  by  the  full
faith  and  credit  of the United States, in each  case  maturing
within  one  year after such date; (ii) marketable direct  obliga
tions issued by any state of the United States of America or  any
political  subdivision of any such state or any public  instrumen
tality thereof, in each case maturing within one year after  such
date  and  having,  at the time of the acquisition  thereof,  the
highest  rating obtainable from either Standard & Poor's  Ratings
Group  ("S&P")  or  Moody's Investors Service, Inc.  ("Moody's");
(iii)  commercial paper maturing no more than one year  from  the
date  of  creation thereof and having, at the time of the acquisi
tion  thereof, a rating of at least A-1 from S&P or at least  P-1
from  Moody's;  (iv) certificates of deposit  or  bankers'  accep
tances  maturing within one year after such date  and  issued  or
accepted by any Lender or by any commercial bank organized  under
the laws of the United States of America or any state thereof  or
the  District  of  Columbia  that (a)  is  at  least  "adequately
capitalized"  (as  defined  in the  regulations  of  its  primary
Federal banking regulator), (b) has Tier 1 capital (as defined in
such  regulations) of not less than $100,000,000 and  (c)  has  a
long-term  rating  of not less than "A-" from S&P  or  "A3"  from
Moody's; and (v) shares of any money market mutual fund that  (a)
has at least 95% of its assets invested continuously in the types
of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the highest
rating obtainable from either S&P or Moody's.

          "Cash Proceeds" means Cash payments (including any Cash
received  by way of deferred payment pursuant to, or monetization
of,  a  note  receivable or otherwise, but only as  and  when  so
received) and Cash Equivalents received by Company or any of  its
Subsidiaries  from any Asset Sale or upon the  occurrence  of  an
Event of Loss.

           "Change  of Control" means (i) any Person  or  "group"
(within  the  meaning of Section 13(d)(3) of  the  Exchange  Act)
shall have acquired "beneficial ownership" (within the meaning of
Rule  13d-3  under the Exchange Act), directly or indirectly,  of
securities  of Company representing 20% or more of  the  combined
voting power of all securities of Company entitled to vote in the
election  of  directors; or (ii) during any period of  up  to  12
consecutive months, commencing before or after the date  of  this
Agreement,  individuals  who at the beginning  of  such  12-month
period  were directors of Company shall cease for any  reason  to
constitute  a majority of the Board of Directors of  Company;  or
(iii)  any  Person or "group" shall have acquired by contract  or
otherwise,  or shall have entered into a contract or  arrangement
that  upon  consummation shall result in its or their acquisition
of  or  control over, securities of Company representing  20%  or
more  of  the combined voting power of all securities of  Company
entitled  to vote in the election of directors; provided  that  a
Change of Control shall not be deemed to occur under clauses  (i)
or (iii) above if the Person referred to in either such clause is
an  Excluded  Person, or the "group" referred to in  either  such
clause  consists  exclusively of two or  more  Excluded  Persons,
unless (x) the transaction or series of transactions that creates
the Change of Control is subject to Rule 13e-3 under the Exchange
Act or any similar or successor rule and (y) immediately prior to
and  during the 180-day period following either (1) such  transac
tion or series of transactions referred to in clause (x), or  (2)
the  time  that  any  such Excluded Person or "group"  consisting
exclusively  of two or more Excluded Persons shall have  acquired
"beneficial ownership", directly or indirectly, of 20% or more of
such  total  voting  power, as referred to in clause  (iii),  the
Senior  Notes are or become rated, in the case of clause  (1)  or
(2),  "B+"  or below by S&P and "B1" or below by Moody's  or,  if
either  such rating agency or both such rating agencies shall  no
longer make a rating of the Senior Notes publicly available,  the
comparable  ratings  of another nationally recognized  securities
rating  agency  or  agencies, as the case  may  be,  selected  by
Company,  which shall be substituted for S&P or Moody's or  both,
as  the  case  may be; provided further that the  180-day  period
referred  to in clause (y) shall be extended for so long  as  the
rating  of the Senior Notes is under publicly announced considera
tion for possible downgrade by any such rating agency.

           "Collateral"  means all the real, personal  and  mixed
property  made  subject  to  a Lien pursuant  to  the  Collateral
Documents.

           "Collateral Account" has the meaning assigned to  that
term in the Collateral Account Agreement.

           "Collateral  Account Agreement" means  the  Collateral
Account  Agreement  dated as of August  25,  1995,  executed  and
delivered pursuant to the Original Credit Agreement, pursuant  to
which  Company may pledge cash to Administrative Agent to  secure
the  obligations of Company to reimburse Administrative Agent for
payments made under one or more Letters of Credit as provided  in
Section  8, as such Collateral Account Agreement has been amended
to  the  date  hereof and as it may hereafter be amended,  supple
mented or otherwise modified from time to time.

           "Collateral  Assignment Agreement" means that  certain
Collateral  Assignment Agreement between PMGC and  Administrative
Agent  dated as of August 25, 1995, executed and delivered  pursu
ant  to the Original Credit Agreement, as it has been amended  to
the  date hereof and as it may hereafter be amended, supplemented
or otherwise modified, from time to time.

           "Collateral  Documents" means the Existing  Collateral
Documents,  any amendments, supplements or modifications  to  the
Existing  Collateral  Documents, and  all  other  instruments  or
documents now or hereafter granting Liens on property of  Company
or any of its Subsidiaries to Administrative Agent for benefit of
Lenders.

           "Commitments" means the commitments of Lenders to make
Loans  as set forth in subsection 2.1A, and the "Commitments"  of
any Lender means the commitments of such Lender to make Loans  as
set forth in subsection 2.1A.

          "Commitment Termination Date" means March 31, 2003.

          "Company" means Players International, Inc., a Nevada
corporation.

           "Company Pledge Agreements" means those certain Pledge
Agreements   between  Company  and  Administrative  Agent   dated
August  25, 1995 executed and delivered pursuant to the  Original
Credit Agreement, as each such agreement has been amended to  the
date  hereof and as each such agreement may hereafter be amended,
supplemented or otherwise modified, from time to time.

            "Company  Security  Agreement"  means  that   certain
Security Agreement between Company and Administrative Agent dated
August  25, 1995, executed and delivered pursuant to the Original
Credit  Agreement, as it has been amended to the date hereof  and
as  it  may hereafter be amended, supplemented or otherwise  modi
fied, from time to time.

           "Compliance  Certificate" means a certificate  substan
tially  in  the  form of Exhibit IX annexed hereto  delivered  to
Administrative  Agent and Lenders by Company pursuant  to  subsec
tion 6.1(iv).

           "Consolidated  Capital Expenditures"  means,  for  any
period,  the  sum  of the aggregate of all expenditures  (whether
paid in cash or other consideration or accrued as a liability and
including  that portion of Capital Leases that is capitalized  on
the  consolidated balance sheet of Company and its  Subsidiaries)
by  Company  and  its Subsidiaries during that  period  that,  in
conformity  with  GAAP, are included in "additions  to  property,
plant and equipment" or comparable items reflected in the consoli
dated statement of cash flows of Company and its Subsidiaries.

           "Consolidated  EBITDA" means, for any  period  Consoli
dated  Net Income for such period plus, to the extent such  items
were  subtracted in the determination of Consolidated Net Income,
the  sum  of  the  amounts for such period  of  (i)  Consolidated
Interest  Expense,  (ii) provisions for taxes  based  on  income,
(iii)   total   depreciation  expense,  (iv)  total  amortization
expense,  and (v) other non-cash items reducing Consolidated  Net
Income  less  other non-cash and/or extraordinary,  non-recurring
items increasing Consolidated Net Income plus other extraordinary
and  non-recurring items decreasing Consolidated Net Income,  all
of  the  foregoing  as  determined on a  consolidated  basis  for
Company and its Subsidiaries in conformity with GAAP.

          "Consolidated Fixed Charges" means, for any period, the
sum  (without  duplication) of the amounts  for  such  period  of
(i)  Consolidated  Interest Expense, (ii) scheduled  payments  of
principal  on the long-term portion of Consolidated  Total  Debt,
(iii)  the principal component of payments on Capital Leases  and
(iv)  all  Assessments payable by Company or any  of  its  Subsid
iaries during such period.

           "Consolidated Interest Expense" means, for any period,
total  interest  expense (including that portion attributable  to
Capital  Leases in accordance with GAAP and capitalized interest)
of  Company  and  its Subsidiaries on a consolidated  basis  with
respect  to  all  outstanding Indebtedness  of  Company  and  its
Subsidiaries,  including,  without limitation,  all  commissions,
discounts and other fees and charges owed with respect to letters
of  credit and bankers' acceptance financing and net costs  under
Interest  Rate  Agreements, but excluding, however,  any  amounts
referred to in subsection 2.3 payable to Administrative Agent and
Lenders on or before the Effective Date.

           "Consolidated Net Income" means, for any  period,  the
net  income  (or  loss)  of Company and  its  Subsidiaries  on  a
consolidated  basis for such period taken as a single  accounting
period  determined in conformity with GAAP; provided  that  there
shall  be excluded (i) the income (or loss) of any Person  (other
than  a  Subsidiary of Company) in which any other Person  (other
than  Company  or any of its Subsidiaries) has a joint  interest,
except  to the extent of the amount of dividends or other  distri
butions  actually paid to Company or any of its  Subsidiaries  by
such Person during such period, (ii) the income (or loss) of  any
Person  accrued  prior  to the date it becomes  a  Subsidiary  of
Company or is merged into or consolidated with Company or any  of
its  Subsidiaries or that Person's assets are acquired by Company
or any of its Subsidiaries, (iii) the income of any Subsidiary of
Company  to  the  extent  that  the  declaration  or  payment  of
dividends  or  similar distributions by that Subsidiary  of  that
income is not at the time permitted by operation of the terms  of
its  charter  or  any  agreement, instrument,  judgment,  decree,
order,  statute,  rule or governmental regulation  applicable  to
that  Subsidiary, (iv) any after-tax gains or losses attributable
to  Asset  Sales or returned surplus assets of any Pension  Plan,
and  (v) (to the extent not included in clauses (i) through  (iv)
above)  any net extraordinary gains or net non-cash extraordinary
losses.

          "Consolidated Tangible Net Worth" means, as at any date
of  determination, the sum of the par value of Company's  capital
stock  and additional paid-in capital plus retained earnings  (or
minus accumulated deficits) less all intangible assets (including
goodwill and excess purchase price over historical basis entries)
of  Company  and its Subsidiaries on a consolidated  basis  deter
mined  in  conformity with GAAP plus, to the extent the Company's
net  worth  has been reduced thereby, the amount of any  non-cash
impairment loss recognized in accordance with FASB 121 in the net
book value of or loss on the disposition of the Company's and its
Subsidiaries' interest in the Maryland Heights Facilities and  in
any  other  assets used in the operation of the Maryland  Heights
Facilities.

           "Consolidated Total Assets" means as at  any  date  of
determination,  the total assets of Company and its  Subsidiaries
which would be shown as assets on a consolidated balance sheet of
Company  and its Subsidiaries as of such date prepared  in  accor
dance  with GAAP, after eliminating all amounts properly attribut
able  to minority interests, if any, in the stock and surplus  of
Subsidiaries.

           "Consolidated  Total Debt" means, as at  any  date  of
determination, the aggregate stated balance sheet amount  of  all
Indebtedness  of Company and its Subsidiaries on  a  consolidated
basis in accordance with GAAP.

           "Consolidating"  means, as used to describe  financial
statements referred to in subsections 5.3, 6.1(ii), 6.1(iii)  and
6.1(xiv),  the  separate  financial  statements  reflecting   the
accounts of Company and its Subsidiaries.

           "Contingent  Obligation", as applied  to  any  Person,
means  any direct or indirect liability, contingent or otherwise,
of  that  Person  (i)  with respect to any  Indebtedness,  lease,
dividend or other obligation of another if the primary purpose or
intent  thereof by the Person incurring the Contingent Obligation
is  to  provide  assurance to the obligee of such  obligation  of
another  that  such  obligation  of  another  will  be  paid   or
discharged,  or  that  any agreements relating  thereto  will  be
complied  with,  or that the holders of such obligation  will  be
protected (in whole or in part) against loss in respect  thereof,
(ii)  with respect to any letter of credit issued for the account
of that Person or as to which that Person is otherwise liable for
reimbursement of drawings, (iii) under Interest Rate  Agreements,
or  (iv)  to  make an Investment in any other Person.  Contingent
Obligations shall include, without limitation, (a) the direct  or
indirect guaranty, endorsement (otherwise than for collection  or
deposit   in   the  ordinary  course  of  business),   co-making,
discounting with recourse or sale with recourse by such Person of
the obligation of another, (b) the obligation to make take-or-pay
or  similar payments if required regardless of non-performance by
any other party or parties to an agreement, and (c) any liability
of  such  Person for the obligation of another through any  agree
ment  (contingent  or otherwise) (X) to purchase,  repurchase  or
otherwise acquire such obligation or any security therefor, or to
provide  funds  for the payment or discharge of  such  obligation
(whether in the form of loans, advances, stock purchases, capital
contributions  or otherwise) or (Y) to maintain the  solvency  or
any balance sheet item, level of income or financial condition of
another  if,  in  the  case  of  any  agreement  described  under
subclauses  (X) or (Y) of this sentence, the primary  purpose  or
intent  thereof is as described in the preceding  sentence.   The
amount  of any Contingent Obligation shall be equal to the amount
of  the  obligation so guaranteed or otherwise supported  or,  if
less,  the amount to which such Contingent Obligation is  specifi
cally limited.

           "Contractual  Obligation", as applied to  any  Person,
means  any provision of any Security issued by that Person or  of
any  material  indenture,  mortgage,  deed  of  trust,  contract,
undertaking, agreement or other instrument to which  that  Person
is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

           "Deposit  Account"  means  a  demand,  time,  savings,
passbook  or  like account with a bank, savings and loan  associa
tion,  credit union or like organization, other than  an  account
evidenced by a negotiable certificate of deposit.

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

           "Effective Date" means the date on or before March 31,
1998,  on  which the conditions set forth in subsection  4.1  are
first satisfied or waived in writing by Administrative Agent  and
Requisite Lenders.

           "Eligible  Assignee" means (A)(i)  a  commercial  bank
organized  under  the  laws of the United  States  or  any  state
thereof;  (ii)  a  savings and loan association or  savings  bank
organized  under  the  laws of the United  States  or  any  state
thereof; (iii) a commercial bank organized under the laws of  any
other  country or a political subdivision thereof; provided  that
(x) such bank is acting through a branch or agency located in the
United States or (y) such bank is organized under the laws  of  a
country  that  is  a  member  of the  Organization  for  Economic
Cooperation  and Development or a political subdivision  of  such
country;  and  (iv)  any  other entity which  is  an  "accredited
investor"  (as defined in Regulation D under the Securities  Act)
which  extends  credit  or buys loans as one  of  its  businesses
including, but not limited to, insurance companies, mutual  funds
and  lease  financing companies, in each case (under clauses  (i)
through  (iv)  above)  that  is  reasonably  acceptable  to   and
consented  to  by  Managing Agent; and (B)  any  Lender  and  any
Affiliate  of any Lender; provided that no Affiliate  of  Company
shall be an Eligible Assignee.

           "Employee  Benefit Plan" means any  "employee  benefit
plan" as defined in Section 3(3) of ERISA which is, or was at any
time, maintained or contributed to by Company or any of its ERISA
Affiliates.

          "Environmental Claim" means any accusation, allegation,
notice  of  violation, claim, demand, abatement  order  or  other
order or direction (conditional or otherwise) by any governmental
authority  or  any  Person  for any  damage,  including,  without
limitation,  personal  injury  (including  sickness,  disease  or
death),  tangible  or  intangible property damage,  contribution,
indemnity,  indirect  or  consequential damages,  damage  to  the
environment, nuisance, pollution, contamination or other  adverse
effects  on  the environment, or for fines, penalties or  restric
tions,  in each case relating to, resulting from or in connection
with  Hazardous  Materials and relating to Company,  any  of  its
Subsidiaries, any of their respective Affiliates or any Facility.

          "Environmental Indemnities" means (i) the Environmental
Indemnity from Company in favor of Administrative Agent on behalf
of  Lenders  dated as of August 25, 1995, executed and  delivered
pursuant  to  the  Original Credit Agreement, pursuant  to  which
Company  indemnifies Administrative Agent on  behalf  of  Lenders
against  environmental risks, as it has been amended to the  date
hereof and as it may hereafter be amended, supplemented or  other
wise  modified from time to time and (ii) the Environmental Indem
nity  from Company in favor of Administrative Agent on behalf  of
Lenders  dated  as  of  January 9, 1998, executed  and  delivered
pursuant  to  the  Existing Credit Agreement, pursuant  to  which
Company  indemnifies Administrative Agent on  behalf  of  Lenders
against  environmental risks, as it has been amended to the  date
hereof and as it may hereafter be amended, supplemented or  other
wise modified from time to time.

           "Environmental  Laws" means all statutes,  ordinances,
orders,  rules, regulations, plans, policies or decrees  and  the
like  relating  to (i) environmental matters, including,  without
limitation,  those  relating  to fines,  injunctions,  penalties,
damages,  contribution,  cost recovery  compensation,  losses  or
injuries  resulting  from the Release or  threatened  Release  of
Hazardous Materials, (ii) the generation, use, storage,  transpor
tation  or disposal of Hazardous Materials, or (iii) occupational
safety and health, industrial hygiene, land use or the protection
of  human, plant or animal health or welfare, in any manner appli
cable  to  Company or any of its Subsidiaries  or  any  of  their
respective properties, including, without limitation, the  Compre
hensive  Environmental Response, Compensation, and Liability  Act
(42  U.S.C.   9601  et seq.), the Hazardous Materials  Transporta
tion  Act  (49  U.S.C.  1801 et seq.), the Resource  Conservation
and  Recovery  Act (42 U.S.C.  6901 et seq.), the  Federal  Water
Pollution  Control Act ( 33 U.S.C.  1251 et seq.), the Clean  Air
Act  (42 U.S.C.  7401 et seq.), the Toxic Substances Control  Act
(15  U.S.C.   2601  et seq.), the Federal Insecticide,  Fungicide
and  Rodenticide  Act  (7 U.S.C. 136 et seq.),  the  Occupational
Safety  and Health Act (29 U.S.C.  651 et seq.) and the Emergency
Planning  and  Community Right-to-Know Act (42 U.S.C.   11001  et
seq.),  each as amended or supplemented, and any analogous future
or  present  local,  state and federal statutes  and  regulations
promulgated pursuant thereto, each as in effect as of the date of
determination.

           "ERISA"  means the Employee Retirement Income Security
Act  of  1974,  as amended from time to time, and  any  successor
statute.

           "ERISA  Affiliate", as applied to  any  Person,  means
(i)  any corporation which is, or was at any time, a member of  a
controlled   group  of  corporations  within   the   meaning   of
Section 414(b) of the Internal Revenue Code of which that  Person
is,  or  was  at any time, a member; (ii) any trade  or  business
(whether  or  not incorporated) which is, or was at any  time,  a
member  of  a group of trades or businesses under common  control
within the meaning of Section 414(c) of the Internal Revenue Code
of  which  that  Person is, or was at any  time,  a  member;  and
(iii)  any  member  of  an affiliated service  group  within  the
meaning of Section 414(m) or (o) of the Internal Revenue Code  of
which  that Person, any corporation described in clause (i) above
or  any  trade or business described in clause (ii) above is,  or
was at any time, a member.

          "ERISA Event" means (i) a "reportable event" within the
meaning  of  Section  4043 of ERISA and  the  regulations  issued
thereunder with respect to any Pension Plan (excluding those  for
which the provision for 30-day notice to the PBGC has been waived
by  regulation);  (ii) the failure to meet  the  minimum  funding
standard of Section 412 of the Internal Revenue Code with respect
to  any  Pension  Plan (whether or not waived in accordance  with
Section  412(d) of the Internal Revenue Code) or the  failure  to
make  by its due date a required installment under Section 412(m)
of  the Internal Revenue Code with respect to any Pension Plan or
the  failure to make any required contribution to a Multiemployer
Plan;  (iii)  the provision by the administrator of  any  Pension
Plan  pursuant  to Section 4041(a)(2) of ERISA  of  a  notice  of
intent to terminate such plan in a distress termination described
in  Section  4041(c) of ERISA; (iv) the withdrawal by Company  or
any  of  its ERISA Affiliates from any Pension Plan with  two  or
more contributing sponsors or the termination of any such Pension
Plan resulting in liability pursuant to Sections 4063 or 4064  of
ERISA;  (v) the institution by the PBGC of proceedings  to  termi
nate  any  Pension Plan, or the occurrence of any event or  condi
tion  which might constitute grounds under ERISA for the  termina
tion  of,  or  the  appointment of a trustee to  administer,  any
Pension Plan; (vi) the imposition of liability on Company or  any
of  its  ERISA Affiliates pursuant to Section 4062(e) or 4069  of
ERISA  or  by  reason  of the application of Section  4212(c)  of
ERISA;  (vii)  the  withdrawal by Company or  any  of  its  ERISA
Affiliates  in  a  complete  or partial  withdrawal  (within  the
meaning  of  Sections 4203 and 4205 of ERISA)  from  any  Multiem
ployer Plan if there is any potential liability therefor, or  the
receipt by Company or any of its ERISA Affiliates of notice  from
any Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA, or that it intends  to
terminate or has terminated under Section 4041A or 4042 of ERISA;
(viii) the occurrence of an act or omission which could give rise
to  the  imposition on Company or any of its ERISA Affiliates  of
any  material  fines, penalties, taxes or related  charges  under
Chapter 43 of the Internal Revenue Code or under Section  409  or
502(c),  (i)  or (l) or 4071 of ERISA in respect of any  Employee
Benefit Plan; (ix) the assertion of a material claim (other  than
routine  claims for benefits) against any Employee  Benefit  Plan
other than a Multiemployer Plan or the assets thereof, or against
Company  or  any of its ERISA Affiliates in connection  with  any
such Employee Benefit Plan; (x) receipt from the Internal Revenue
Service  of  notice of the failure of any Pension  Plan  (or  any
other  Employee  Benefit  Plan intended  to  be  qualified  under
Section  401(a)  of the Internal Revenue Code) to  qualify  under
Section  401(a) of the Internal Revenue Code, or the  failure  of
any  trust  forming  part  of any Pension  Plan  to  qualify  for
exemption  from  taxation under Section 501(a)  of  the  Internal
Revenue  Code;  or  (xi) the imposition of  a  Lien  pursuant  to
Section  401(a)(29)  or 412(n) of the Internal  Revenue  Code  or
pursuant to ERISA with respect to any Pension Plan.

          "Eurodollar Rate Loans" means Loans bearing interest at
rates determined by reference to the Adjusted Eurodollar Rate  as
provided in subsection 2.2A.

          "Event of Default" means each of the events set forth
in Section 8.

           "Event of Loss" means, with respect to any property or
asset,  (i)  any loss, destruction or damage of such property  or
asset or (ii) any condemnation, seizure or taking, by exercise of
the  power  of eminent domain or otherwise, of such  property  or
asset, or confiscation or requisition of the use of such property
or asset.

           "Exchange  Act" means the Securities Exchange  Act  of
1934, as amended from time to time, and any successor statute.

           "Excluded  Person" means (a) Company or any  Guarantor
wholly-owned by Company, (b) any employee benefit plan of Company
or  any  Guarantor  wholly-owned by Company  or  any  trustee  or
similar  fiduciary  holding  capital  stock  of  Company  for  or
pursuant  to  the terms of any such plan, (c) Merv  Griffin,  (d)
Edward  Fishman,  (e)  David Fishman, (f)  Howard  Goldberg,  (g)
Thomas E. Gallagher, (h) Marshall S. Geller, (i) Lee Seidler, (j)
Peter  J.  Aranow,  (k) Jay Green, (l) Earl  Webb,  (m)  Lawrence
Cohen,  (n)  Charles Masson, (o) Henry Applegate  III,  (p)  John
Groom and (q) members of the immediate families and Affiliates of
any  such Person (where the determination of whether a Person  is
an  Affiliate  is made without reference to clause  (ii)  of  the
definition of such term).

           "Existing  Collateral Documents" means the  Mortgages,
the  Ship  Mortgages, the Guaranties, the Company Security  Agree
ment,  the  Subsidiary Security Agreements,  the  Company  Pledge
Agreements, the LLC Membership Interest Security Agreements,  the
Partnership  Interest Security Agreements, the  Resources  Pledge
and  Security Agreement, the Collateral Assignment Agreement, all
agreements listed on Schedule 1.1(a) hereto and all other  instru
ments  or documents now granting Liens on property of Company  or
any  of  its Subsidiaries to Administrative Agent for benefit  of
Lenders.

           "Existing Credit Agreement" has the meaning  specified
in Preliminary Statement B to this Agreement.

          "Existing Letter of Credit" means each Letter of Credit
(as  defined in the Existing Credit Agreement) outstanding on the
Effective Date that has not expired or been cancelled as  of  the
Effective Date.

          "Existing Revolving Loan" has the meaning specified in
subsection 2.1F.

           "Facilities" means, collectively, the Illinois  Facili
ties,  the  Louisiana Facilities, the Maryland Heights Facilities
and the Louisiana Hotel Facilities.

           "Facility  Debt"  means for any  Fiscal  Quarter,  the
average  of  the aggregate principal amount of Loans outstanding,
including  Swing Line Loans, and the aggregate stated  amount  of
Letters of Credit outstanding as of the last day of each calendar
month in such Fiscal Quarter.

          "Federal Funds Effective Rate" means, for any period, a
fluctuating  interest rate equal for each day during such  period
to  the weighted average of the rates on overnight Federal  funds
transactions with members of the Federal Reserve System  arranged
by  Federal funds brokers, as published for such day (or, if such
day  is not a Business Day, for the next preceding Business  Day)
by  the Federal Reserve Bank of New York, or, if such rate is not
so  published for any day which is a Business Day, the average of
the  quotations  for  such day on such transactions  received  by
Agent  from  three  Federal funds brokers of recognized  standing
selected by Administrative Agent.

           "FF&E" means any and all furniture, fixtures and equip
ment which have been installed or are to be installed and used in
connection  with the operation of the Improvements  located  upon
any  of  the Premises and those items of furniture, fixtures  and
equipment  which have been purchased or leased or  are  hereafter
purchased or leased in connection with any of the Facilities.

           "Fiscal Quarter" means the calendar quarters ending on
March 31, June 30, September 30 and December 31.

           "Fiscal  Year" means the fiscal year period  beginning
April  1  of  each  calendar year and  ending  on  the  following
March 31.

           "Fixed Charge Coverage Ratio" means, as of any date of
determination,  the  ratio  of (y) Consolidated  EBITDA  for  the
consecutive four full Fiscal Quarters most recently ended  on  or
before  such date of determination to (z) the sum of (i)  Consoli
dated  Fixed  Charges  plus (ii) to the extent  not  included  in
clause  (i),  the amount of payments made in respect of  purchase
obligations for the Louisiana Ship known as the Star  Casino  for
such four Fiscal Quarter period.

           "Flood Act" means the National Flood Insurance Act  of
1968 as amended by the Flood Disaster Protection Act of 1973  (42
U.S.C. 4013 et. seq.).

          "Former Lender" has the meaning assigned to that term
in subsection 10.1B(iii).

           "Funding  and  Payment Office"  means  the  office  of
Administrative  Agent  located at  the  address  for  Notices  of
Borrowing set forth on the signature pages hereof.

           "Funding Date" means the date of the funding of a Loan
or the issuance of a Letter of Credit.

           "GAAP" means, subject to the limitations on the  appli
cation  thereof  set forth in subsection 1.2, generally  accepted
accounting principles set forth in opinions and pronouncements of
the  Accounting  Principles Board of the  American  Institute  of
Certified Public Accountants and statements and pronouncements of
the  Financial Accounting Standards Board or in such other  state
ments  by  such other entity as may be approved by a  significant
segment  of the accounting profession, in each case as  the  same
are  applicable to the circumstances as of the date of  determina
tion.

           "Gaming Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of  any
nature  whatsoever of the United States federal or foreign govern
ment,  any state, province or any city or other political subdivi
sion  or otherwise and whether now or hereafter in existence,  or
any  officer  or official thereof, including, without limitation,
the Illinois Gaming Authorities, the Missouri Gaming Authorities,
the   Louisiana  Gaming  Authorities,  and  the  Kentucky  Gaming
Authorities, with authority to regulate any gaming operation  (or
proposed gaming operation) owned, managed or operated by  Company
or any of its Subsidiaries.

           "Gaming  Laws" means all statutes, rules, regulations,
ordinances,  codes  and  administrative  or  judicial  precedents
pursuant  to  which  any  Gaming Authority possesses  regulatory,
licensing  or  permit authority over gambling, gaming  or  casino
activities  conducted by Company and its Subsidiaries within  its
jurisdiction, including the Illinois Riverboat Gambling Act,  the
Kentucky Gaming Law, the Louisiana Riverboat Economic Development
and Gaming Control Act, and the Missouri Gaming Act.

           "Governmental Acts" has the meaning assigned  to  that
term in subsection 3.5A.

          "Governmental Authority" means any of the United States
government, the government of any state thereof and any political
subdivision, agency, department, commission, court, board, bureau
or  instrumentality of any of them, including any  local  authori
ties and any Gaming Authority.

          "Governmental Authorization" means any permit, license,
authorization, plan, directive, consent, order or consent  decree
of  or  from  any  Governmental Authority, including  any  Gaming
Authority.

          "Guarantor" means any of PBD, PDI, PEI, PHI, PLC, PLCI,
PLCR,  PMGC, PMH, PMHN, PML, PMHLP, PNEV, PRES, PRI, PRM,  PRLLC,
PSI,  RR,  SIRCC,  and SSP and "Guarantors" means  all  of  them,
collectively;  provided,  however, that "Guarantors"  shall  also
mean  any  Person that becomes a Subsidiary of Company after  the
Effective Date.

           "Guaranties"  means  (i)  the  Guaranty  dated  as  of
August  25,  1995, executed and delivered by each  then  existing
Guarantor  in  favor  of Administrative Agent,  pursuant  to  the
Original  Credit  Agreement, and (ii) the PHI Guaranty,  as  each
such  agreement has been amended to the date hereof and  as  each
such  agreement may hereafter be amended, supplemented  or  other
wise  modified from time to time, including, without  limitation,
by  the  inclusion as Guarantors of Persons becoming Subsidiaries
of Company after the Effective Date.

          "Harrah's" means Harrah's Maryland Heights Corporation,
a Nevada corporation.

           "Hazardous Materials" means (i) any chemical, material
or substance at any time defined as or included in the definition
of  "hazardous  substances", "hazardous wastes", "hazardous  mate
rials",   "extremely  hazardous  waste",  "restricted   hazardous
waste",  "infectious  waste", "toxic  substances"  or  any  other
formulations  intended to define, list or classify substances  by
reason  of  deleterious properties such as ignitability,  corrosi
vity,  reactivity,  carcinogenicity, toxicity, reproductive  toxi
city, "TCLP toxicity" or "EP toxicity" or words of similar import
under  any  applicable Environmental Laws or publications  promul
gated  pursuant  thereto;  (ii)  any  oil,  petroleum,  petroleum
fraction  or  petroleum  derived substance;  (iii)  any  drilling
fluids,  produced  waters and other wastes  associated  with  the
exploration, development or production of crude oil, natural  gas
or   geothermal  resources;  (iv)  any  flammable  substances  or
explosives; (v) any radioactive materials; (vi) asbestos  in  any
form;  (vii) urea formaldehyde foam insulation; (viii) electrical
equipment  which contains any oil or dielectric fluid  containing
levels of polychlorinated biphenyls in excess of fifty parts  per
million; (ix) pesticides; and (x) any other chemical, material or
substance, exposure to which is prohibited, limited or  regulated
by any governmental authority or which may or could pose a hazard
to  the health and safety of the owners, occupants or any Persons
in the vicinity of the Facilities.

           "Hostile  Acquisition" means any  acquisition  of  the
outstanding  Securities  or  capital stock  of  any  corporation,
partnership or other Person that is not an Affiliate  of  Company
other  than (i) an acquisition which has been approved by  resolu
tions  of the Board of Directors of the Person being acquired  or
by  similar action if the Person is not a corporation, and as  to
which  such approval has not been withdrawn, or (ii) any  acquisi
tion  of  less  than  twenty  percent (20%)  of  the  outstanding
Securities of any class or type of any Person; provided  that  an
acquisition of Securities described in clause (ii) hereof  as  to
which  Company or any of its Subsidiaries is required to  file  a
statement  containing the information required  by  Schedule  13D
under  the Exchange Act shall not be considered a Hostile Acquisi
tion only if the then currently effective Schedule 13D of Company
or  such  Subsidiary  indicates that Company or  such  Subsidiary
views the Securities as an attractive Investment and that Company
or  such Subsidiary has no plans or proposals which relate to  or
which  would result in any of the transactions described in  para
graphs (b) through (j) of Item 4 of Schedule 13D.

           "Illinois Facilities" means the Illinois Premises  and
the  Improvements  made  thereon, along with  all  other  related
personal  and mixed property located thereon or related  thereto,
including,   without   limitation,  a  four-deck   paddle-wheeler
riverboat  casino, a docking site (including all Barges),  a  new
office building, a cabaret style theater, all related restaurant,
bar,  recreation  and other facilities and  all  FF&E  and  other
personal property located therein, as more fully described in the
"Business" and "Properties" sections of the 10-K.

           "Illinois  Gaming Authorities" means,  without  limita
tion,  the Illinois Gaming Board and any other applicable  Govern
mental  Authority involved in the regulation of gaming and gaming
activities conducted by Company or any of its Subsidiaries in the
State of Illinois.

            "Illinois  Mortgage"  means  that  certain  Mortgage,
Fixture  Filing and Security Agreement with Assignment of  Rents,
by  and  among SIRCC, as mortgagor and owner, in favor of Adminis
trative Agent, as mortgagee, dated August 25, 1995, executed  and
delivered  pursuant to the Original Credit Agreement, as  it  has
been  amended  to  the  date hereof and as it  may  hereafter  be
amended, supplemented or otherwise modified from time to time.

           "Illinois Premises" means the real property  owned  in
fee  or  leased  by  Company or its respective Subsidiaries  with
respect  to the property commonly known as the Metropolis complex
in  Metropolis, Illinois, as more fully described on Schedule A-1
hereto.

           "Illinois Riverboat Gambling Act" means the  Riverboat
Gambling  Act of Illinois, as from time to time amended,  or  any
successor  provision  of  law,  and the  regulations  promulgated
thereunder.

           "Illinois  Ships" means each of the Players  Riverboat
Casino II and any other riverboat casino subsequently acquired by
Company  or  any  of  its Subsidiaries and operated  out  of  the
Illinois   Facilities,  in  each  case,  including  the  engines,
boilers,  machinery,  masts, derricks, drawworks,  spars,  boats,
anchors, cables, chains, tackle, fittings, pumping equipment  and
all other components and appurtenances thereto, whether now owned
or  hereafter  acquired, whether on board  or  not,  and  whether
installed by Company, SIRCC or any other Person, and also any and
all  changes, improvements, alterations, additions, renewals  and
replacements  at any time made in or to such units or  any  parts
thereof.

            "Improvements"   means  all  buildings,   structures,
facilities  and other improvements of every kind and  description
now  or  hereafter located on any of the Premises, including  all
parking  areas,  roads, driveways, walks, fences,  walls,  beams,
recreation  facilities, drainage facilities, lighting  facilities
and other site improvements, all water, sanitary and storm sewer,
drainage,  electricity, steam, gas, telephone and  other  utility
equipment  and  facilities,  all  plumbing,  lighting,   heating,
ventilating,   air-conditioning,   refrigerating,   incinerating,
compacting,  fire  protection  and  sprinkler,  surveillance  and
security,  vacuum  cleaning,  public address  and  communications
equipment  and  systems, all screens, awnings,  floor  coverings,
partitions,  elevators,  escalators,  motors,  machinery,  pipes,
fittings  and other items of equipment and personal  property  of
every kind and description now or hereafter located on any of the
Premises  or attached to the improvements that by the  nature  of
their  location thereon or attachment thereto are  real  property
under  applicable law; and including all materials  intended  for
the  construction,  reconstruction, repair,  replacement,  altera
tion, addition or improvement of or to such buildings, equipment,
fixtures, structures and improvements.

          "Indebtedness", as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations
with  respect to Capital Leases that is properly classified as  a
liability on a balance sheet in conformity with GAAP, (iii) notes
payable  and  drafts accepted representing extensions  of  credit
whether  or  not  representing obligations  for  borrowed  money,
(iv)  any  obligation owed for all or any part  of  the  deferred
purchase  price of property or services (excluding any such  obli
gations  incurred under ERISA), which purchase price is  (a)  due
more  than  six months from the date of incurrence of the  obliga
tion  in  respect thereof or (b) evidenced by a note  or  similar
written instrument, and (v) all indebtedness secured by any  Lien
on  any property or asset owned or held by that Person regardless
of  whether  the  indebtedness secured thereby  shall  have  been
assumed  by that Person or is nonrecourse to the credit  of  that
Person.   Any Contingent Obligation shall not constitute Indebted
ness  until such time as, and only to the extent that, the  under
lying  obligation  owed  by the primary  obligor  to  which  such
Contingent  Obligation relates has become  due  and  payable  and
remains  unsatisfied  after  the due date  thereof.   Obligations
under Interest Rate Agreements constitute Contingent Obligations.

           "Indemnitee" has the meaning assigned to that term  in
subsection 10.3.

           "Indenture" means that certain Indenture, dated as  of
April  10, 1995, executed by Company, its Subsidiaries and  First
Fidelity  Bank, National Association, as trustee,  in  connection
with the issuance of and governing the terms of the Senior Notes,
as  in effect on August 25, 1995, except to the extent amended in
accordance with subsection 7.13.

           "Intellectual Property" means all patents, trademarks,
tradenames,  copyrights, technology, know-how and processes  used
in  or  necessary for the conduct of the business of Company  and
its  Subsidiaries as currently conducted that are material to the
business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries, taken as
a whole.

           "Interest  Coverage Ratio" means, as of  any  date  of
determination,  the  ratio  of (x) Consolidated  EBITDA  for  the
immediately  preceding four Fiscal Quarters to  (y)  the  Consoli
dated  Interest Expense for the immediately preceding four Fiscal
Quarters.

           "Interest Payment Date" means (i) with respect to  any
Base  Rate  Loan,  the  last Business Day of  each  March,  June,
September and December of each year, commencing on the first such
date to occur after the Effective Date, and (ii) with respect  to
any  Eurodollar  Rate Loan, the last day of each Interest  Period
applicable  to  such  Loan; provided that in  the  case  of  each
Interest  Period  of longer than three months, "Interest  Payment
Date" shall also include each date that is three months after the
commencement of such Interest Period.

          "Interest Period" has the meaning assigned to that term
in subsection 2.2B.

           "Interest Rate Agreement" means any interest rate swap
agreement,  interest  rate cap agreement,  interest  rate  collar
agreement  or other similar agreement or arrangement designed  to
protect  Company or any of its Subsidiaries against  fluctuations
in interest rates.

           "Interest Rate Exchangers" means any Lender that is  a
party to a Lender Interest Rate Agreement.

          "Internal Revenue Code" means the Internal Revenue Code
of  1986,  as  amended to the date hereof and from time  to  time
hereafter.

           "Investment" means (i) any direct or indirect purchase
or other acquisition by Company or any of its Subsidiaries of, or
of  a  beneficial interest in, any Securities of any other Person
(other  than  a  Person  that  is a  wholly-owned  Subsidiary  of
Company),  (ii)  any  direct or indirect redemption,  retirement,
purchase  or  other acquisition for value, by any  Subsidiary  of
Company  from  any  Person  other than  Company  or  any  of  its
Subsidiaries,  of  any equity Securities of such  Subsidiary,  or
(iii)  any direct or indirect loan, advance (other than  advances
to  employees  for  moving, entertainment  and  travel  expenses,
drawing accounts and similar expenditures in the ordinary  course
of  business) or capital contribution by Company or  any  of  its
Subsidiaries to any other Person (other than a Person that  is  a
wholly-owned  Subsidiary of Company), including all  indebtedness
and  accounts  receivable from that other  Person  that  are  not
current  assets or did not arise from sales to that other  Person
in the ordinary course of business.  The amount of any Investment
shall  be the original cost of such Investment plus the  cost  of
all  additions thereto, without any adjustments for increases  or
decreases in value, or write-ups, write-downs or write-offs  with
respect to such Investment.

           "Issuing  Lender" means WFB and any  assignee  of  WFB
acting as Issuing Lender.

           "Joint Venture" means a joint venture, partnership  or
other  similar arrangement, whether in corporate, partnership  or
other  legal form; provided that in no event shall any  corporate
Subsidiary  of any Person be considered to be a Joint Venture  to
which such Person is a party.

           "Joint Venture Agreement" means the Partnership  Agree
ment,  dated  as  of November 2, 1995, by and between  PMHLP  and
Harrah's.

           "Joint Venture Interest Security Agreement" means that
certain  Joint Venture Interest Security Agreement between  PMHLP
and Administrative Agent, dated as of December 16, 1996, executed
and  delivered pursuant to the Existing Credit Agreement, as such
agreement  may  hereafter be amended, supplemented  or  otherwise
modified from time to time.

           "Kentucky Gaming Authority" means the Kentucky  Racing
Commission.

           "Kentucky  Gaming Law" means Section  230.225  of  the
Kentucky  Revised  Statutes and the rules and regulations  promul
gated thereunder.

           "Lender" and "Lenders" means the persons identified as
"Lenders"  and  listed on the signature pages of this  Agreement,
together with their successors and permitted assigns pursuant  to
subsection 10.1, and the term "Lenders" shall include Swing  Line
Lender unless the context otherwise requires.

           "Lender Assignment Agreement" has the meaning assigned
to  that term in subsection 10.1A and a form of which is attached
as Exhibit IV hereto, as noted in subsection 10.1B.

           "Lender  Interest Rate Agreements" means each Interest
Rate  Agreement  between  Company and a Lender,  which  agreement
provides that it is intended to be secured by the Collateral.

          "Letter of Credit" or "Letters of Credit" means Standby
Letters of Credit issued or to be issued by Administrative  Agent
for the account of Company pursuant to subsection 3.1.

           "Letter  of  Credit Usage" means, as at  any  date  of
determination, the sum of (i) the maximum aggregate amount  which
is  or  at  any time thereafter may become available for  drawing
under  all Letters of Credit then outstanding plus (ii) the aggre
gate  amount of all drawings under Letters of Credit  honored  by
Administrative  Agent and not theretofore reimbursed  by  Company
(including  any such reimbursement out of the proceeds  of  Loans
pursuant to subsection 3.3B).

           "Leverage  Ratio" means, as of any date  of  determina
tion,  the  ratio of (y) Total Funded Debt on such  date  to  (z)
Consolidated EBITDA for the consecutive four full Fiscal Quarters
most recently ended on or prior to such date.

           "License Revocation" means the revocation, failure  to
renew  or suspension of, or the appointment of a receiver,  super
visor  or  similar official with respect to, any casino, gambling
or  gaming  license issued by any Gaming Authority  covering  any
casino, gambling or gaming facility owned or operated by Company,
any of its Subsidiaries.

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

           "LLC  Membership  Interest Security Agreements"  means
(i)  those  certain Security Agreements between each of  PRI  and
PRM,  and  Administrative Agent, dated as  of  August  25,  1995,
executed and delivered pursuant to the Original Credit Agreement,
as  each  such agreement has been amended to the date hereof  and
each  such  agreement may hereafter be amended,  supplemented  or
otherwise  modified from time to time and (ii) those certain  LLC
Membership   Interest   Security   Agreements   between   certain
Subsidiaries  of Company and Administrative Agent,  dated  as  of
December  16,  1996,  executed  and  delivered  pursuant  to  the
Existing  Credit Agreement, as each such Agreement may  hereafter
be amended, supplemented or otherwise modified from time to time.

           "Loan Documents" means this Agreement, the Notes,  the
Letters  of  Credit (and any applications for,  or  reimbursement
agreements or other documents or certificates executed by Company
in  favor  of  Administrative Agent relating to, the  Letters  of
Credit),   the  Collateral  Account  Agreement,  the   Collateral
Documents,  the  New Loan Documents and all other instruments  or
documents executed in connection therewith.

          "Loan Exposure" means, with respect to any Lender as of
any  date  of determination (i) prior to the termination  of  the
Commitments,  that  Lender's  Commitments  and  (ii)  after   the
termination  of  the Commitments, the sum of  (a)  the  aggregate
outstanding  principal amount of the Loans of  that  Lender  plus
(b)  in the event that Lender is Administrative Agent, the  aggre
gate  Letter of Credit Usage in respect of all Letters of  Credit
issued  by  that  Lender (in each case net of any  participations
purchased  by  other Lenders in such Letters  of  Credit  or  any
unreimbursed  drawings thereunder) plus (c) the aggregate  amount
of all participations purchased by that Lender in any outstanding
Letters  of Credit or any unreimbursed drawings under any Letters
of  Credit  plus (d) in the case of Swing Line Lender, the  aggre
gate outstanding principal amount of all Swing Line Loans (net of
any  participations  therein purchased  by  other  Lenders)  plus
(e)  the aggregate amount of all participations purchased by that
Lender in any outstanding Swing Line Loans.

          "Loan Party" means any of Company and any Guarantor and
"Loan Parties" means Company and all Guarantors, collectively.

           "Loans" means, collectively, all Revolving Loans  made
pursuant  to  subsection  2.1A and  all  Swing  Line  Loans  made
pursuant to subsection 2.1B.

          "Louisiana Facilities" means the Louisiana Premises and
the  Improvements  made  thereon, along with  all  other  related
personal  and mixed property located thereon or related  thereto,
including,  without  limitation,  two  three-deck  paddle-wheeler
riverboat  casinos (individually known as the "Players  Riverboat
III"   and   the   "Star  Casino"),  a  docking  site,   floating
entertainment  island and floating administrative center  (includ
ing all Barges), a hotel, all related restaurant, bar, recreation
and  other  facilities and all FF&E and other  personal  property
located  therein, as more fully described in the  "Business"  and
"Properties" sections of the 10-K.

           "Louisiana  Gaming Authorities" means, without  limita
tion,  the  Louisiana Gaming Control Board, the Riverboat  Gaming
Enforcement Division of the Louisiana State Police and any  other
applicable  Governmental Authority involved in the regulation  of
gaming  and gaming activities conducted by Company or any of  its
Subsidiaries in the State of Louisiana.

           "Louisiana  Gaming  Control Act" means  the  Louisiana
Riverboat  Economic Development and Gaming Control Act,  as  from
time to time amended, or any successor provision of law, and  the
regulations promulgated thereunder.

           "Louisiana Hotel Facilities" means the Louisiana Hotel
Premises and the Improvements made thereon, along with all  other
related  personal and mixed property located thereon  or  related
thereto, including without limitation a hotel building and  other
facilities  and  all  FF&E  and other personal  property  located
therein.

           "Louisiana Hotel Mortgage" means that certain  Act  of
Mortgage,  Fixture Filing and Security Agreement with Pledge  and
Assignment  of Leases and Rents, by and among PLC,  as  mortgagor
and  owner, in favor of Administrative Agent, as mortgagee, dated
January 9, 1998, as it has been amended to the date hereof and as
it  may  hereafter be amended, supplemented or otherwise modified
from time to time.

           "Louisiana  Hotel  Premises" means the  real  property
owned  in fee by Company or its Subsidiaries with respect to  the
property  formerly  known  as the Holiday  Inn  located  in  Lake
Charles,  Louisiana,  as  more fully described  on  Schedule  A-3
hereto.

           "Louisiana  Mortgage" means that certain Act  of  Mort
gage,  Fixture  Filing  and Security Agreement  with  Pledge  and
Assignment  of  Leases  and Rents, among PLC,  as  mortgagor  and
owner,  in favor of Administrative Agent, as mortgagee, dated  as
of  August  25,  1995,  executed and delivered  pursuant  to  the
Original  Credit Agreement, as it has been amended  to  the  date
hereof  and  as  it  may  hereafter be amended,  supplemented  or
otherwise modified from time to time.

           "Louisiana Premises" means the real property owned  in
fee  or  leased  by  Company or its respective Subsidiaries  with
respect  to  the  property commonly known  as  the  Lake  Charles
complex  in  Lake Charles, Louisiana, as more fully described  on
Schedule A-2 hereto.

           "Louisiana  Ships" means each of the Star Casino,  the
Players Riverboat III and any other riverboat casino subsequently
acquired  by Company or any of its Subsidiaries and operated  out
of the Louisiana Facilities, in each case, including the engines,
boilers,  machinery,  masts, derricks, drawworks,  spars,  boats,
anchors, cables, chains, tackle, fittings, pumping equipment  and
all other components and appurtenances thereto, whether now owned
or  hereafter  acquired, whether on board  or  not,  and  whether
installed by Company, PLC, SSP or any other Person, and also  any
and  all  changes, improvements, alterations, additions, renewals
and  replacements  at any time made in or to such  units  or  any
parts thereof.

          "Managing Agent" means WFB.

          "Margin Stock" has the meaning assigned to that term in
Regulation  U  of  the Board of Governors of the Federal  Reserve
System as in effect from time to time.

           "Maryland  Heights  Facilities"  means  the  riverboat
casino   entertainment  complex  in  Maryland  Heights,  Missouri
operated  by the Riverside Joint Venture as more fully  described
in the "Business" and "Properties" sections of the 10-K.

           "Maryland  Heights Premises" means the  real  property
owned  in  fee  or  leased by the Riverside  Joint  Venture  with
respect  to  the  property commonly known as the  Players  Island
Casino at Riverport Casino Center in Maryland Heights, St.  Louis
County, Missouri.

           "Maryland  Heights Subsidiaries" means PMH,  PMHN  and
PMHLP.

           "Material Adverse Effect" means (i) a material adverse
effect  upon the business, operations, properties, assets,  condi
tion  (financial  or otherwise) or prospects of Company  and  its
Subsidiaries,  taken as a whole, or (ii) the  impairment  of  the
ability  of  Company to perform, in any material respect,  or  of
Administrative Agent or Lenders to enforce, the Obligations.

           "Missouri Gaming Act" means Sections 313.800 - 313.850
of the Revised Statutes of Missouri (Excursion Gambling Boats).

           "Missouri  Gaming  Authority"  means  Missouri  Gaming
Commission.

           "Missouri  Pledge and Security Agreements"  means  (i)
that certain Company Pledge Agreement dated as of August 25, 1995
between  Company and Administrative Agent, (ii)  the  PHI  Pledge
Agreement,  (iii)  that  certain  Subsidiary  Security  Agreement
(Missouri)  dated  as  of December 16, 1996  between  PMHN,  PMH,
PMHLP,  and  Administrative Agent, (iv) that certain  Partnership
Interest Security Agreement dated as of December 16, 1996 between
PMH  and  Administrative  Agent,  (v)  that  certain  Partnership
Interest Security Agreement dated as of December 16, 1996 between
PMHN  and  Administrative  Agent, and  (vi)  that  certain  Joint
Venture  Interest  Security Agreement dated as  of  December  16,
1996, between PMHLP and Administrative Agent.

           "Mortgage Amendments" has the meaning assigned thereto
in subsection 4.1G.

           "Mortgages" means the Illinois Mortgage, the Louisiana
Mortgage and the Louisiana Hotel Mortgage.

           "Multiemployer Plan" means a "multiemployer plan",  as
defined in Section 3(37) of ERISA, to which Company or any of its
ERISA Affiliates is contributing, or ever has contributed, or  to
which  Company or any of its ERISA Affiliates has,  or  ever  has
had, an obligation to contribute.

           "Net Cash Proceeds" means Cash Proceeds received  from
any  Asset  Sale or upon the occurrence of an Event of  Loss,  in
each  case,  net of the sum of all bona fide direct fees,  commis
sions  and  other expenses incurred in connection therewith  less
the amount of (estimated reasonably and in good faith by Company)
income,  franchise, sales and other applicable taxes required  to
be paid by Company or any of its Subsidiaries as a result thereof
within  two  years  of  the  date of receipt  of  any  such  Cash
Proceeds.

           "New  Loan Documents" means this Agreement, the Notes,
the  Mortgage  Amendments,  the  Ship  Mortgage  Amendments,  the
Acknowledgement  and  Confirmation, the  Amendments  to  Missouri
Pledge and Security Agreements and all other new agreements to be
executed by the Loan Parties on the Effective Date.  The New Loan
Documents  to  be executed by each Loan Party are  set  forth  on
Schedule 1.1(b) hereto.

           "Noncontinuing  Lenders"  and  "Noncontinuing  Lender"
means the persons identified on Schedule 1.1(c) hereto.

           "Notes"  means, collectively, the Revolving Notes  and
the  Swing  Line Notes, as they may be amended, supplemented,  or
otherwise modified from time to time.

           "Notice of Borrowing" means a notice substantially  in
the  form  of  Exhibit I annexed hereto delivered by  Company  to
Administrative Agent pursuant to subsection 2.1C with respect  to
a proposed borrowing.

           "Notice  of  Conversion/Continuation" means  a  notice
substantially in the form of Exhibit II annexed hereto  delivered
by  Company  to Administrative Agent pursuant to subsection  2.2D
with  respect  to  a proposed conversion or continuation  of  the
applicable  basis for determining the interest rate with  respect
to the Loans specified therein.

          "Notice of Issuance of Letter of Credit" means a notice
substantially in the form of Exhibit III annexed hereto delivered
by Company to Administrative Agent pursuant to subsection 3.1B(i)
with respect to the proposed issuance of a Letter of Credit.

           "Notification Date" has the meaning assigned  to  that
term in subsection 3.1A(iii).

           "Obligations" means all obligations of every nature of
any  Loan Party, from time to time owed to Administrative  Agent,
Managing  Agent, Arranger, Lenders or any of them under the  Loan
Documents,  whether  for  principal, interest,  reimbursement  of
amounts   drawn   under  Letters  of  Credit,   fees,   expenses,
indemnification or otherwise.

           "Officers'  Certificate"  means,  as  applied  to  any
corporation, a certificate executed on behalf of such corporation
by  its chairman of the board (if an officer) or president,  vice
presidents,  chief financial officer or treasurer; provided  that
every Officers' Certificate with respect to the compliance with a
condition  precedent to the making of any Loans  hereunder  shall
include  (i) a statement that the officer or officers  making  or
giving  such  Officers' Certificate have read such condition  and
any  definitions or other provisions contained in this  Agreement
relating  thereto, (ii) a statement that, in the opinion  of  the
signers,  they have made or have caused to be made  such  examina
tion  or  investigation as is necessary to enable them to express
an  informed opinion as to whether or not such condition has been
complied  with,  and  (iii) a statement as  to  whether,  in  the
opinion of the signers, such condition has been complied with.

           "Other  Allowed Indebtedness (Secured)" means Indebted
ness  of  the Company or any Subsidiary that consists of Purchase
Money Debt and Capital Leases existing on the Effective Date plus
other  Purchase Money Debt and Capital Leases incurred after  the
Effective  Date (including such Indebtedness incurred before  the
date of its acquisition by a Subsidiary acquired by Company after
the  Effective Date) in an aggregate outstanding principal amount
not to exceed $5,000,000 at any time.

           "Other Allowed Indebtedness (Unsecured)" means  Indebt
edness  of  the  Company  or  any Subsidiary  which  consists  of
(i)  Indebtedness outstanding under the Senior Notes and (ii) all
other  unsecured Indebtedness, whether existing on the  Effective
Date   or  subsequently  incurred  (including  such  Indebtedness
incurred  before  the  date of its acquisition  by  a  Subsidiary
acquired  after the Effective Date), of Company  or  any  of  its
Subsidiaries, in an aggregate outstanding principal amount not to
exceed in the case of this clause (ii) $15,000,000 at any time.

           "Participant Subsidiary" has the meaning  assigned  to
that term in subsection 6.10B.

            "Partnership  Interest  Security  Agreements"   means
(i)  those certain Security Agreements between each of PRLLC  and
PRM,  and Administrative Agent, each dated as of August 25, 1995,
executed and delivered pursuant to the Original Credit Agreement,
as each such agreement has been amended to the date hereof and as
each  such  agreement may hereafter be amended,  supplemented  or
otherwise  modified  from time to time, and  (ii)  those  certain
Partnership  Interest Security Agreements between  each  of  PMH,
PMHN  and  SIRCC  and  Administrative Agent,  each  dated  as  of
December  16,  1996,  executed  and  delivered  pursuant  to  the
Existing  Credit Agreement, as each such agreement may  hereafter
be amended, supplemented or otherwise modified from time to time.

           "PBD"  means Players Bluegrass Downs, Inc., a Kentucky
corporation.

           "PBGC"  means the Pension Benefit Guaranty Corporation
(or any successor thereto).

          "PCI" means PCI, Inc., a Nevada corporation.

            "PDI"  means  Players  Development,  Inc.,  a  Nevada
corporation.

           "PEI"  means  Players Entertainment,  Inc.,  a  Nevada
corporation.

           "Pension Plan" means any Employee Benefit Plan,  other
than a Multiemployer Plan, which is subject to Section 412 of the
Internal Revenue Code or Section 302 of ERISA.

           "Permitted Encumbrances" means the following types  of
Liens  (other  than  any such Lien imposed  pursuant  to  Section
401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA):

           (i)   Liens  for  taxes, assessments  or  governmental
     charges or claims the payment of which is not, at the  time,
     required by subsection 6.3;

            (ii)  statutory  Liens  of  landlords  and  Liens  of
     carriers, warehousemen, mechanics and materialmen and  other
     Liens  imposed  by  law incurred in the ordinary  course  of
     business  for sums not yet delinquent or being contested  in
     good  faith, if such reserve or other appropriate provision,
     if  any,  as shall be required by GAAP shall have been  made
     therefor;

           (iii)      Liens  incurred or  deposits  made  in  the
     ordinary  course  of  business in connection  with  workers'
     compensation,  unemployment insurance  and  other  types  of
     social  security, or to secure the performance  of  tenders,
     statutory  obligations,  surety  and  appeal  bonds,   bids,
     leases,  government contracts, trade contracts,  performance
     and  return-of-money  bonds  and other  similar  obligations
     (exclusive  of  obligations  for  the  payment  of  borrowed
     money);

           (iv)  any attachment or judgment Lien not constituting
     an Event of Default under subsection 8.8;

           (v)  leases or subleases granted to others (including,
     without  limitation, any Subsidiary of  Company)  not  inter
     fering in any material respect with the ordinary conduct  of
     the business of Company or any of its Subsidiaries; and

           (vi)  easements,  rights-of-way,  restrictions,  minor
     defects, encroachments or irregularities in title and  other
     similar  immaterial charges or encumbrances that  (a)  arise
     prior  to  the Effective Date and are accepted by Administra
     tive  Agent as exceptions to the Title Policies or (b) arise
     after  the Effective Date and would not, either individually
     or in the aggregate, result in a Material Adverse Effect.

           "Person"  means and includes natural persons,  corpora
tions,  limited partnerships, general partnerships,  joint  stock
companies,  Joint  Ventures,  associations,  companies,   trusts,
banks,  trust  companies, land trusts, business  trusts,  limited
liability companies or other organizations, whether or not  legal
entities, and governments and agencies and political subdivisions
thereof.

          "PHI" means Players Holding, Inc., a Nevada corporation
wholly owned by Company.

            "PHI  Guaranty"  means  the  Guaranty  dated  as   of
December  16,  1996, executed and delivered by PHI  in  favor  of
Administrative  Agent pursuant to the Existing Credit  Agreement,
as  such  Guaranty  may  hereafter be  amended,  supplemented  or
otherwise modified from time to time.

           "PHI  Pledge  Agreement"  means  that  certain  Pledge
Agreement  between  PHI  and Administrative  Agent  dated  as  of
December  16,  1996,  executed  and  delivered  pursuant  to  the
Existing Credit Agreement, as such Pledge Agreement may hereafter
be amended, supplemented or otherwise modified from time to time.

           "PLC"  means  Players Lake Charles, LLC,  a  Louisiana
limited liability company.

          "PLCI" means Players LC, Inc., a Nevada corporation.

           "PLCR"  means Players Lake Charles Riverboat, Inc.,  a
Louisiana corporation.

          "PMGC" means Players Mesquite Golf Club, Inc., a Nevada
corporation.

           "PMH" means Players Maryland Heights, Inc., a Missouri
corporation.

           "PMHLP"  means  Players MH, L.P., a  Missouri  limited
partnership.

           "PMHN" means Players Maryland Heights Nevada, Inc.,  a
Nevada corporation.

           "PML"  means  Players Mesquite Land,  Inc.,  a  Nevada
corporation.

            "PNEV"   means   Players  Nevada,  Inc.,   a   Nevada
corporation.

            "PRES"  means  Players  Resources,  Inc.,  a   Nevada
corporation.

          "Policies of Insurance" means the insurance required to
be obtained and maintained by Company throughout the term of this
Agreement pursuant to subsection 6.4B hereof and Schedules 6.4(a)
and 6.4(b) annexed hereto.

          "Potential Event of Default" means a condition or event
that, after notice or lapse of time or both, would constitute  an
Event of Default.

           "Premises" means, collectively, the Illinois Premises,
the Louisiana Premises and the Louisiana Hotel Premises.

            "PRI"   means  Players  Riverboat,  Inc.,  a   Nevada
corporation.

           "Pricing Determination Certificate" means an Officers'
Certificate  of Company delivered on the Effective Date  pursuant
to   subsection  4.1T  and  thereafter  pursuant  to   subsection
6.1(xvii) setting forth in reasonable detail (i) the Consolidated
EBITDA  for the four consecutive Fiscal Quarter period ending  on
the  date of such Officers' Certificate, (ii) the Leverage  Ratio
as  of  the last day of such period, and (iii) the average  daily
Total Utilization of Commitments for the 30 day period ending  on
the date of such Officers' Certificate.

           "Prime  Rate"  means the rate that WFB announces  from
time to time at its principal office in San Francisco, California
as  its prime lending rate, as in effect from time to time.   The
Prime Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer.  WFB or
any  other  Lender may make commercial loans or  other  loans  at
rates of interest at, above or below the Prime Rate.

           "PRLLC"  means  Players Riverboat,  LLC,  a  Louisiana
limited liability company.

           "PRM"  means  Players Riverboat  Management,  Inc.,  a
Nevada corporation.

           "Pro  Rata Share" means, with respect to each  Lender,
the  percentage obtained by dividing (x) the Commitments of  that
Lender  by (y) the aggregate Commitments of all Lenders, as  such
percentage  may be adjusted by assignments permitted pursuant  to
subsection  10.1.  The initial Pro Rata Share of each  Lender  is
set  forth  opposite  the  name of that Lender  in  Schedule  2.1
annexed hereto.

           "PSI"  means  Players Services,  Inc.,  a  New  Jersey
corporation.

           "Purchase  Money Debt" means Indebtedness incurred  to
finance  the  acquisition of assets pertaining  to  any  business
reasonably  related  to  any of Company's  or  its  Subsidiaries'
gaming business and necessary for, in support or anticipation  of
and  ancillary  to  or  in preparation for such  gaming  business
provided  that  the amount of such Indebtedness does  not  exceed
eighty  percent (80%) of the purchase price of the asset acquired
and  provided further that such Indebtedness is incurred  at  the
time  of,  or  within  30 days following,  such  acquisition  and
provided  still further that any Lien securing such  Indebtedness
shall  attach  only to the asset acquired and not  to  any  other
asset of the obligor of such Indebtedness.

           "Railroad"  has the meaning assigned to that  term  in
subsection 6.10D.

          "Refunded Swing Line Loans" has the meaning assigned to
that term in subsection 2.1B.

           "Regulation  D"  means Regulation D of  the  Board  of
Governors  of the Federal Reserve System, as in effect from  time
to time.

           "Reimbursement Date" has the meaning assigned to  that
term in subsection 3.3B.

          "Related Business" means the gaming business (including
parimutuel  betting) conducted (or proposed to be  conducted)  by
Company and its Subsidiaries as of the Effective Date and any and
all  reasonably related businesses necessary for, in  support  or
anticipation  of  and  ancillary to or in  preparation  for,  the
gaming  business including, without limitation, the  development,
expansion  or  operation  of  any  casino,  hotel,  casino/hotel,
resort,  casino/resort, riverboat casino, dock casino, any  other
type  of  casino,  golf  course, retail  facility,  entertainment
center or similar facility.

           "Release" means any release, spill, emission, leaking,
pumping,   pouring,   injection,  escaping,  deposit,   disposal,
discharge, dispersal, dumping, leaching or migration of Hazardous
Materials  into  the  indoor or outdoor  environment  (including,
without  limitation, the abandonment or disposal of any  barrels,
containers  or other closed receptacles containing any  Hazardous
Materials),  or  into  or  out  of any  Facility,  including  the
movement of any Hazardous Material through the air, soil, surface
water, groundwater or property.

           "Requiring Lender" has the meaning given that term  in
Subsection 2.9.

          "Requisite Lenders" means two or more Lenders having or
holding  not less than sixty-six and two-thirds percent (66-2/3%)
of  the  Loan Exposure, or if no Loans or Letters of  Credit  are
outstanding,  having  not  less  than  sixty-six  and  two-thirds
percent (66-2/3%) of the Commitments; provided that, at any  time
that there shall be only one Lender, such Lender shall constitute
Requisite Lenders.

           "Resources Pledge and Security Agreement"  means  that
certain  Pledge and Security Agreement between PRES  and  Adminis
trative  Agent dated as of December 16, 1996, executed and  deliv
ered pursuant to the Existing Credit Agreement, as such agreement
may be amended from time to time.

           "Responsible Officer" means each of the following offi
cers of Company or any of its Subsidiaries, at the time that  any
individual holds any such position:  the chief executive officer,
the  president,  the chief financial officer, the treasurer,  any
vice president, the general counsel and the corporate secretary.

           "Restricted Payment" means (i) any dividend  or  other
distribution  of  items of distribution, direct or  indirect,  on
account  of  any  class of stock of Company  in  Company  now  or
hereafter  outstanding, except a distribution payable  solely  in
interests  of that class of stock to the holders of  that  class,
(ii) any redemption, retirement, sinking fund or similar payment,
purchase  or other acquisition for value, direct or indirect,  of
any  interests of any class of stock of Company now or  hereafter
outstanding, (iii) any payment made to retire, or to  obtain  the
surrender  of, any outstanding warrants, options or other  rights
to  acquire any interests of any class of stock of Company now or
hereafter  outstanding, (iv) any payment or prepayment of  princi
pal of, premium, if any, or interest on, or redemption, purchase,
retirement,  defeasance (including in substance  or  legal  defea
sance),  sinking  fund or similar payment with  respect  to,  any
subordinated  indebtedness, and (v) any payment or prepayment  of
principal  of,  premium, if any, or redemption, purchase,  retire
ment  or  defeasance (including in substance or legal defeasance)
of  the  outstanding principal of any of the Senior  Notes  other
than as required under the Indenture (after giving effect to  any
mandatory prepayment pursuant to subsection 2.4A(iii))  upon  the
occurrence of an Asset Sale or an Event of Loss.

          "Revolving Commitment" means the commitment of a Lender
to  make Revolving Loans to Company pursuant to subsection  2.1A,
and "Revolving Commitments" means such commitments of all Lenders
in the aggregate.

           "Revolving Loans" means the Loans made by  Lenders  to
Company  pursuant  to subsection 2.1A and the Existing  Revolving
Loans converted into Revolving Loans pursuant to subsection 2.1F.

          "Revolving Notes" means the promissory notes of Company
issued  pursuant  to subsection 2.1E, to evidence  the  Revolving
Loans  of  the respective Lenders, substantially in the  form  of
Exhibit V annexed hereto, as they may be amended, supplemented or
otherwise modified from time to time.

           "Riverside  Joint  Venture" means that  certain  Joint
Venture between PMHLP and Harrah's for the development and  opera
tion  of  a  riverboat casino entertainment complex  in  Maryland
Heights, Missouri, as more fully described in the "Business"  and
"Properties" sections of the 10-K.

           "RR"  means Riverfront Realty Corporation, an Illinois
corporation.

           "Securities"  means  any  stock,  shares,  partnership
interests, voting trust certificates, certificates of interest or
participation  in  any profit-sharing agreement  or  arrangement,
options,  warrants, bonds, debentures, notes, or other  evidences
of  indebtedness, secured or unsecured, convertible, subordinated
or  otherwise,  or in general any instruments commonly  known  as
"securities" or any certificates of interest, shares  or  partici
pations in temporary or interim certificates for the purchase  or
acquisition  of,  or  any  right to  subscribe  to,  purchase  or
acquire, any of the foregoing.

           "Securities Act" means the Securities Act of 1933,  as
amended from time to time, and any successor statute.

          "Senior Notes" means those certain 10-7/8% Senior Notes
Due  2005 of Company, in the original aggregate principal  amount
of $150,000,000 issued pursuant to the Indenture, as amended from
time to time.

           "Ship  Mortgages" means (i) the First  Preferred  Ship
Mortgage  by  SSP  in favor of the Trustee, for  the  benefit  of
Administrative Agent on behalf of Lenders, dated as of August 25,
1995,  executed  and  delivered pursuant to the  Original  Credit
Agreement,  as such mortgage has been amended to the date  hereof
and  as  such mortgage may hereafter be amended, supplemented  or
otherwise modified from time to time and (ii) the First Preferred
Ship  Mortgages by each of PLC and SIRCC in favor of the Trustee,
for  the  benefit of Administrative Agent on behalf  of  Lenders,
each  dated  as  of  December 16, 1996,  executed  and  delivered
pursuant to the Existing Credit Agreement, as such mortgages  may
hereafter  be  amended, supplemented or otherwise  modified  from
time to time.

           "Ship  Mortgage  Amendments" has the meaning  assigned
thereto in subsection 4.1G.

          "Ships" means, collectively, the Illinois Ships and the
Louisiana Ships.

            "SIRCC"   means  Southern  Illinois  Riverboat/Casino
Cruises, Inc., an Illinois corporation.

           "SIRCC  Pledge  Agreement" means that  certain  Pledge
Agreement  between  SIRCC and Administrative Agent  dated  as  of
December  16,  1996,  executed  and  delivered  pursuant  to  the
Existing Credit Agreement, as such agreement may be amended  from
time to time.

          "Solvent" means, with respect to any Person, that as of
the  date  of  determination both (A)(i) the then  fair  saleable
value  of  the  property of such Person is (y) greater  than  the
total  amount  of  liabilities (including contingent  liabilities
with  respect  to Indebtedness) of such Person and (z)  not  less
than  the  amount  that  will be required  to  pay  the  probable
liabilities  on such Person's then existing debts as they  become
absolute  and matured considering all financing alternatives  and
potential  asset  sales  reasonably  available  to  such  Person;
(ii)  such Person's capital is not unreasonably small in relation
to  its  business or any contemplated or undertaken  transaction;
and  (iii) such Person does not intend to incur, or believe  (nor
should  it  reasonably believe) that it will incur, debts  beyond
its  ability to pay such debts as they become due; and  (B)  such
Person  is  "solvent"  within the meaning  given  that  term  and
similar  terms  under  applicable  laws  relating  to  fraudulent
transfers and conveyances.  For purposes of this definition,  the
amount  of any contingent liability at any time shall be computed
as  the  amount  that, in light of all of the  facts  and  circum
stances  existing at such time, represents the  amount  that  can
reasonably be expected to become an actual or matured liability.

           "SSP"  means  Showboat Star Partnership,  a  Louisiana
general partnership.

           "Standby Letter of Credit" means any standby letter of
credit or similar instrument issued for the purpose of supporting
(i) Indebtedness of Company or any of its Subsidiaries in respect
of   industrial  revenue  or  development  bonds  or  financings,
(ii)  workers' compensation liabilities of Company or any of  its
Subsidiaries,  (iii) the obligations of third party  insurers  of
Company or any of its Subsidiaries arising by virtue of the  laws
of  any  jurisdiction requiring third party insurers, (iv) obliga
tions  with  respect  to Capital Leases or  Operating  Leases  of
Company or any of its Subsidiaries, and (v) performance, payment,
deposit  or  surety obligations of Company or any of  its  Subsid
iaries,  in any case if required by law or governmental  rule  or
regulation  or  in  accordance with custom and  practice  in  the
industry;  provided that Standby Letters of  Credit  may  not  be
issued  for  the  purpose of supporting  (a)  trade  payables  or
(b) any Indebtedness constituting "antecedent debt" (as that term
is used in Section 547 of the Bankruptcy Code.

            "Subordinated  Indebtedness"  means  Indebtedness  of
Company  subordinated  in  right of payment  to  the  Obligations
pursuant  to  documentation containing  maturities,  amortization
schedules,  covenants,  defaults, remedies,  subordination  provi
sions and other material terms in form and substance satisfactory
to Administrative Agent and Requisite Lenders.

           "Subsidiary"  means, with respect to any  Person,  any
corporation,  partnership, association, joint  venture  or  other
business entity of which more than 50% of the total voting  power
of shares of stock or other ownership interests entitled (without
regard  to  the  occurrence of any contingency) to  vote  in  the
election  of the Person or Persons (whether directors,  managers,
trustees  or  other Persons performing similar functions)  having
the  power to direct or cause the direction of the management and
policies thereof is at the time owned or controlled, directly  or
indirectly,  by  that Person or one or more of the  other  Subsid
iaries of that Person or a combination thereof.

            "Subsidiary  Security  Agreements"  means  (i)  those
certain  Security Agreements between certain of Company's  Subsid
iaries and Administrative Agent each dated as of August 25, 1995,
executed and delivered pursuant to the Original Credit Agreement,
as each such agreement has been amended to the date hereof and as
each  such  agreement may hereafter be amended,  supplemented  or
otherwise  modified from time to time, including, without  limita
tion,  by  the inclusion of Subsidiaries of Company formed  after
the execution thereof, and (ii) those certain Security Agreements
between  certain  of  Company's Subsidiaries  and  Administrative
Agent  each dated as of December 16, 1996, executed and delivered
pursuant to the Existing Credit Agreement, as such agreements may
be amended from time to time.

           "Substitute Lender" has the meaning assigned  to  that
term in subsection 10.1B(iii).

          "Swing Line Lender" means WFB, in its capacity as Swing
Line  Lender  hereunder and any assignee of WFB acting  as  Swing
Line Lender.

           "Swing  Line Loan Commitment" means the commitment  of
Swing Line Lender to make Swing Line Loans to Company pursuant to
subsection 2.1B.

           "Swing Line Loans" means the Loans made by Swing  Line
Lender to Company pursuant to subsection 2.1B.

           "Swing Line Note" means any promissory note of Company
issued  pursuant to subsection 2.1E to evidence  the  Swing  Line
Loans  of Swing Line Lender, substantially in the form of Exhibit
VI  annexed  hereto,  as  it  may  be  amended,  supplemented  or
otherwise modified from time to time.

          "Tax" or "Taxes" means any present or future tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature
and whatever called, by any Governmental Authority, on whomsoever
and  wherever  imposed, levied, collected, withheld or  assessed;
provided  that "Tax on the overall net income" of a Person  shall
be  construed as a reference to a tax imposed by any Governmental
Authority on all or part of the net income, profits or  gains  of
that  Person (whether worldwide, or only insofar as such  income,
profits  or  gains are considered to arise in or to relate  to  a
particular jurisdiction, or otherwise).

           "10-K" means the annual report of the Company for  the
Fiscal  Year  ended March 31, 1997, filed on Form 10-K  with  the
Securities and Exchange Commission.

          "Title Company" means Chicago Title Insurance Company.

           "Title Policies" means Policy Number LA-001-107-50497,
Policy  Number 14 0142 107 00000001, Policy Number  29  0010  107
16901,  Policy  Number  29  0010  107  16902  and  Policy  Number
LA-01-107-97-197,  each  issued by the  Title  Company,  insuring
Administrative  Agent's  interest as mortgagee  on  certain  real
property described therein.

           "Total  Funded Debt" means, as of any  date,  the  sum
(without  duplication)  of the outstanding  principal  amount  of
Other  Allowed  Indebtedness (Secured) as of such date  plus  the
outstanding   principal  amount  of  Other  Allowed  Indebtedness
(Unsecured)  as  of  such  date  plus  the  average  daily  Total
Utilization  of Commitments for the Fiscal Quarter most  recently
ended  on  or  prior  to  such  date plus,  without  duplication,
Contingent Obligations as of such date.

           "Total  Utilization of Commitments" means, as  at  any
date  of  determination, the sum of (i) the  aggregate  principal
amount  of  all outstanding Revolving Loans (other than Revolving
Loans  made  for the purpose of repaying any Refunded Swing  Line
Loans  or  reimbursing the Issuing Lender for  any  amount  drawn
under any Letter of Credit but not yet so applied) plus (ii)  the
aggregate  principal amount of all outstanding Swing  Line  Loans
plus (iii) the Letter of Credit Usage.

           "Trust  Agreement" means the Master Vessel and  Collat
eral Trust Agreement between the Trustee and Administrative Agent
on  behalf of Lenders, dated as of August 25, 1995, executed  and
delivered  pursuant  to the Original Credit  Agreement,  as  such
agreement  has  been  amended to the  date  hereof  and  as  such
agreement  may  hereafter be amended, supplemented  or  otherwise
modified from time to time.

           "Trustee" means WFB, solely in its capacity as trustee
under the Trust Agreement and not in its individual capacity.

           "US Documented Barges" means all barges located at  or
used  in connection with any of the Facilities, whether owned  on
the  date hereof or subsequently acquired, that are subject to  a
valid  certificate of documentation issued by the  United  States
Coast  Guard under the laws and regulations of the United  States
and are listed on Schedule 5.5.

           "WFB"  has  the meaning assigned to that term  in  the
first paragraph of this Agreement.

           "Withdrawal Period" has the meaning assigned  to  that
term in subsection 10.1B(iii).

1.2  Accounting  Terms;  Utilization  of  GAAP  for  Purposes  of
     Calculations Under Agreement.

           Except  as otherwise expressly provided in this  Agree
ment,  all  accounting terms not otherwise defined  herein  shall
have  the  meanings  assigned to them in  conformity  with  GAAP.
Financial  statements  and  other  information  required  to   be
delivered by Company to Lenders pursuant to clauses (i), (ii) and
(xiii)  of  subsection 6.1 shall be prepared in  accordance  with
GAAP  as in effect at the time of such preparation (and delivered
together  with  the  reconciliation statements  provided  for  in
subsection 6.1(iv)).  Calculations in connection with the  defini
tions,  covenants  and other provisions of this  Agreement  shall
utilize  accounting  principles and policies in  conformity  with
those  used  to prepare the financial statements referred  to  in
subsection 5.3.

1.3  Other Definitional Provisions.

           References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement  unless
otherwise  specifically provided.  Any of the  terms  defined  in
subsection  1.1  may, unless the context otherwise  requires,  be
used in the singular or the plural, depending on the reference.


                           SECTION 2.
           AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1  Commitments; Making of Loans; Notes.

      A.    Revolving Loans.  Subject to the terms and conditions
of  this  Agreement and in reliance upon the representations  and
warranties  of the Loan Parties set forth in the Loan  Documents,
each  Lender  hereby severally agrees, subject to the limitations
set  forth  below  with respect to the maximum  amount  of  Loans
permitted to be outstanding from time to time, to lend to Company
from  time to time during the period from the Effective  Date  to
but excluding the Commitment Termination Date an aggregate amount
not  at  any  time outstanding exceeding such Lender's  Pro  Rata
Share of the aggregate amount of the Revolving Commitments to  be
used  for  the  purposes identified in subsection  2.5A(i).   The
original  amount  of each Lender's Revolving  Commitment  is  set
forth  opposite its name on Schedule 2.1 annexed hereto, and  the
aggregate  original  amount  of  the  Revolving  Commitments   is
$80,000,000; provided that the Revolving Commitments  of  Lenders
shall  be  adjusted  to  give effect to any  assignments  of  the
Revolving Commitments pursuant to subsection 10.1B; and  provided
further  that  the amount of the Revolving Commitments  shall  be
reduced from time to time by the amount of any reductions thereto
made  pursuant  to  subsections 2.4A  and  2.4B.   Each  Lender's
Revolving  Commitment shall expire on the Commitment  Termination
Date and all Revolving Loans and all other amounts owed hereunder
with respect to the Revolving Loans and the Revolving Commitments
shall  be  paid in full no later than that date.  Loans  made  by
Lenders pursuant to this subsection 2.1A are described herein  as
"Revolving  Loans."  Amounts borrowed under this subsection  2.1A
may  be repaid and reborrowed (subject to compliance with Section
4) to but excluding the Commitment Termination Date.

      B.    Swing  Line Loans.  Swing Line Lender hereby  agrees,
subject  to the limitations set forth below with respect  to  the
maximum  amount  of Swing Line Loans permitted to be  outstanding
from  time  to time and subject to the other terms and conditions
hereof,  to make a portion of the Revolving Commitments available
to Company from time to time during the period from the Effective
Date  to but excluding the fifth Business Day prior to the Commit
ment Termination Date by making Swing Line Loans to Company in an
aggregate amount not exceeding the amount of the Swing Line  Loan
Commitment  to be used for the purposes identified in  subsection
2.5A(iv),  notwithstanding the fact that such Swing  Line  Loans,
when  aggregated  with Swing Line Lender's outstanding  Revolving
Loans  and  Swing Line Lender's Pro Rata Share of the  Letter  of
Credit  Usage  then  in effect, may exceed  Swing  Line  Lender's
Revolving Commitment.  The original amount of the Swing Line Loan
Commitment  is  $3,000,000; provided that any  reduction  of  the
Commitments  made  pursuant  to subsection  2.4A  or  2.4B  which
reduces  the  aggregate Revolving Commitments to an  amount  less
than  the  then current amount of the Swing Line Loan  Commitment
shall result in an automatic corresponding reduction of the Swing
Line  Loan Commitment to the amount of the Revolving Commitments,
as  so reduced, without any further action on the part of Company
or  Swing  Line Lender.  Each Swing Line Loan shall  be  due  and
payable  not more than five Business Days after the Funding  Date
of  such  Swing Line Loan.  The Swing Line Loan Commitment  shall
expire  on  the  fifth  Business  Day  prior  to  the  Commitment
Termination  Date and all Swing Line Loans and all other  amounts
owed hereunder with respect to the Swing Line Loans shall be paid
in  full  no  later than that date.  Amounts borrowed under  this
subsection 2.1B may be repaid and reborrowed to but excluding the
fifth  Business  Day  prior to the Commitment  Termination  Date.
Swing  Line Lender shall not be obligated to make any Swing  Line
Loans  if  it  has elected not to do so after the occurrence  and
during the continuation of a Potential Event of Default of  which
it is aware or an Event of Default.

           On  Friday of each week, Swing Line Lender will notify
the  Administrative Agent of the amount of Swing Line Loans  then
outstanding and the Administrative Agent shall notify each Lender
of the amount of Swing Line Loans then outstanding.

           Anything  contained in this Agreement to the  contrary
notwithstanding,  the Swing Line Loans and the  Swing  Line  Loan
Commitment  shall be subject to the limitation that in  no  event
shall the Total Utilization of Commitments at any time exceed the
Revolving Commitments then in effect.

           With  respect to any Swing Line Loans which  have  not
been  voluntarily  prepaid  by  Company  pursuant  to  subsection
2.4B(i),  Swing  Line Lender may, at any time  in  its  sole  and
absolute discretion, deliver to Lenders (with a copy to Company),
no  later than 8:30 A.M. (Pacific time) on the first Business Day
in advance of the proposed Funding Date, a notice (which shall be
deemed  to  be a Notice of Borrowing given by Company) requesting
Lenders to make Revolving Loans that are Base Rate Loans on  such
Funding Date in an amount equal to the amount of such Swing  Line
Loans  (the "Refunded Swing Line Loans") outstanding on the  date
such notice is given which Swing Line Lender requests Lenders  to
prepay.   Anything contained in this Agreement  to  the  contrary
notwithstanding,  (i)  the proceeds of Revolving  Loans  made  by
Lenders  other  than  Swing  Line  Lender  shall  be  immediately
delivered  to Swing Line Lender (and not to Company) and  applied
to repay a corresponding portion of the Refunded Swing Line Loans
and  (ii)  on the day such Revolving Loans are made,  Swing  Line
Lender's Pro Rata Share of the Refunded Swing Line Loans shall be
deemed  to be paid with the proceeds of a Revolving Loan made  by
Swing  Line  Lender,  and such portion of the  Swing  Line  Loans
deemed to be so paid shall no longer be outstanding as Swing Line
Loans  and  shall no longer be due under the Swing Line  Note  of
Swing Line Lender but shall instead constitute part of Swing Line
Lender's  outstanding Revolving Loans and shall be due under  the
Revolving  Note of Swing Line Lender.  Company hereby  authorizes
Swing  Line  Lender to charge Company's account with  Swing  Line
Lender (up to the amount available in each such account) in order
to  immediately pay Swing Line Lender the amount of the  Refunded
Swing  Line  Loans to the extent the proceeds of  such  Revolving
Loans made by Lenders, including the Revolving Loan deemed to  be
made  by  Swing Line Lender, are not sufficient to repay in  full
the Refunded Swing Line Loans.  If any portion of any such amount
paid  (or  deemed  to  be paid) to Swing Line  Lender  should  be
recovered  by or on behalf of Company from Swing Line  Lender  in
bankruptcy, by assignment for the benefit of creditors  or  other
wise, the loss of the amount so recovered shall be ratably shared
among all Lenders in the manner contemplated by subsection 10.5.

          If, as a result of any bankruptcy or similar proceeding
with respect to Company, Revolving Loans are not made pursuant to
this subsection 2.1B in an amount sufficient to repay any amounts
owed  to  Swing  Line Lender in respect of any outstanding  Swing
Line Loans, each Lender shall be deemed to, and hereby agrees to,
have  purchased  a participation in such outstanding  Swing  Line
Loans  in an amount equal to its Pro Rata Share (calculated  with
out  giving  effect to clauses (d) and (e) of the  definition  of
Loan  Exposure)  of  the  unpaid  amount  together  with  accrued
interest thereon.  Upon one Business Day's notice from Swing Line
Lender, each Lender shall deliver to Swing Line Lender an  amount
equal  to its respective participation in same day funds  at  the
Funding  and  Payment Office.  In order to evidence such  partici
pation each Lender agrees to enter into a participation agreement
at  the request of Swing Line Lender in form and substance reason
ably  satisfactory to all parties.  In the event any Lender fails
to  make  available  to  Swing Line Lender  the  amount  of  such
Lender's participation as provided in this paragraph, Swing  Line
Lender  shall be entitled to recover such amount on  demand  from
such   Lender  together  with  interest  thereon  at   the   rate
customarily  used  by  Swing Line Lender for  the  correction  of
errors among banks for three Business Days and thereafter at  the
Base Rate.  In the event Swing Line Lender receives a payment  of
any  amount  in which other Lenders have purchased participations
as  provided in this paragraph, Swing Line Lender shall  promptly
distribute to each such other Lender its Pro Rata Share  of  such
payment.

           Anything  contained  herein to  the  contrary  notwith
standing,  each Lender's obligation to make Revolving  Loans  for
the purpose of repaying any Refunded Swing Line Loan pursuant  to
the  second  preceding paragraph and each Lender's obligation  to
purchase  a participation in any unpaid Swing Line Loan  pursuant
to  the  immediately preceding paragraph shall  be  absolute  and
unconditional  and  shall not be affected  by  any  circumstance,
including  without limitation (a) any set-off,  counterclaim,  re
coupment,  defense  or  other right which such  Lender  may  have
against  Swing Line Lender, Company or any other Person  for  any
reason whatsoever; (b) the occurrence or continuation of an Event
of  Default  or  a  Potential Event of Default; (c)  any  adverse
change in the business, operations, properties, assets, condition
(financial  or otherwise) or prospects of Company or any  of  its
Subsidiaries; (d) any breach of this Agreement or any other  Loan
Document  by  any  party thereto; or (e) any other  circumstance,
happening or event whatsoever, whether or not similar to  any  of
the  foregoing; provided if such unpaid Swing Line Loan increased
Total  Utilization  of Commitments (after giving  effect  to  the
repayment  of any Revolving Loan with the proceeds of such  Swing
Line  Loan),  such obligation of each Lender is  subject  to  the
condition   that  one  of  the  following  must  have   occurred:
(X)  Swing Line Lender did not have actual knowledge that any  of
the  conditions  under Section 4 to the making of the  applicable
unpaid  Swing  Line Loans were not satisfied  at  the  time  such
unpaid  Swing  Line Loans were made, (Y) such Lender  had  actual
knowledge  by receipt of any notices required to be delivered  to
Lenders pursuant to subsection 6.1(x) or otherwise, that any such
condition had not been satisfied and such Lender failed to notify
Swing  Line Lender in writing that it had no obligation  to  make
Revolving  Loans  until such condition was  satisfied  (any  such
notice to be effective as of the date of receipt thereof by Swing
Line  Lender), or (Z) the satisfaction of any such condition  not
satisfied  had  been  waived in accordance with  subsection  10.6
prior to or at the time such unpaid Swing Line Loans were made.

      C.    Borrowing  Mechanics.  Revolving Loans  made  on  any
Funding  Date  (other than Revolving Loans  made  pursuant  to  a
request by Swing Line Lender pursuant to subsection 2.1B for  the
purpose  of  repaying any Refunded Swing Line Loans or  Revolving
Loans  made  pursuant  to  subsection 3.3B  for  the  purpose  of
reimbursing the Issuing Lender for the amount of a drawing  under
a Letter of Credit issued by it) shall be in an aggregate minimum
amount  of $500,000 and integral multiples of $100,000 in  excess
of that amount; provided that Revolving Loans made on any Funding
Date  as Eurodollar Rate Loans with a particular Interest  Period
shall  be  in  an  aggregate  minimum amount  of  $5,000,000  and
integral multiples of $1,000,000 in excess of that amount.  Swing
Line  Loans  made  on any Funding Date shall be in  an  aggregate
minimum amount of $500,000 and integral multiples of $100,000  in
excess  of  that amount.  Whenever Company desires  that  Lenders
make  Revolving Loans it shall deliver to Administrative Agent  a
Notice  of  Borrowing no later than 8:30 A.M. (Pacific  time)  at
least three Business Days in advance of the proposed Funding Date
(in  the case of a Eurodollar Rate Loan) or at least one Business
Day  in  advance of the proposed Funding Date (in the case  of  a
Base Rate Loan).  Whenever Company desires that Swing Line Lender
make  a Swing Line Loan, it shall deliver to Administrative Agent
a  Notice of Borrowing no later than 8:30 A.M. (Pacific time)  on
the  proposed  Funding  Date.  Each  Notice  of  Borrowing  shall
specify  (i) the proposed Funding Date (which shall be a Business
Day),  (ii) the amount and type of Loans requested, (iii) in  the
case  of  Swing Line Loans and any Revolving Loans  made  on  the
Effective Date, that such Loans shall be Base Rate Loans, (iv) in
the  case of any Revolving Loans not made on the Effective  Date,
whether  such  Loans shall be Base Rate Loans or Eurodollar  Rate
Loans, and (v) in the case of any Revolving Loans requested to be
made  as  Eurodollar  Rate  Loans, the  initial  Interest  Period
requested  therefor.   Revolving Loans may  be  continued  as  or
converted into Base Rate Loans and Eurodollar Rate Loans  in  the
manner  provided in subsection 2.2D.  In lieu of  delivering  the
above-described  Notice of Borrowing, Company  may  give  Adminis
trative  Agent  telephonic notice by the  required  time  of  any
proposed borrowing under this subsection 2.1C; provided that such
notice  shall be promptly confirmed in writing by delivery  of  a
Notice  of  Borrowing to Administrative Agent on  or  before  the
applicable Funding Date.

          Neither Administrative Agent nor any Lender shall incur
any  liability  to  Company in acting upon any telephonic  notice
referred  to  above that Administrative Agent  believes  in  good
faith  to  have been given by a duly authorized officer or  other
person authorized to borrow on behalf of Company or for otherwise
acting in good faith under this subsection 2.1C, and upon funding
of Loans by Lenders in accordance with this Agreement pursuant to
any  such  telephonic  notice Company shall have  effected  Loans
hereunder.

           Company shall notify Administrative Agent prior to the
funding  of  any  Loans in the event that any of the  matters  to
which Company is required to certify in the applicable Notice  of
Borrowing  is  no  longer true and correct as of  the  applicable
Funding  Date, and the acceptance by Company of the  proceeds  of
any  Loans shall constitute a re-certification by Company, as  of
the  applicable Funding Date, as to the matters to which  Company
is required to certify in the applicable Notice of Borrowing.

           Except as otherwise provided in subsections 2.6B, 2.6C
and  2.6G, a Notice of Borrowing for a Eurodollar Rate  Loan  (or
telephonic  notice in lieu thereof) shall be irrevocable  on  and
after the issuance thereof, and Company shall be bound to make  a
borrowing in accordance therewith.

      D.   Disbursement of Funds.  All Revolving Loans under this
Agreement  shall  be  made by Lenders simultaneously  and  propor
tionately  to  their respective Pro Rata Shares, it  being  under
stood that no Lender shall be responsible for any default by  any
other  Lender in that other Lender's obligation to  make  a  Loan
requested  hereunder nor shall the Commitment of  any  Lender  be
increased  or  decreased as a result of a default  by  any  other
Lender in that other Lender's obligation to make a Loan requested
hereunder.  Promptly after receipt by Administrative Agent  of  a
Notice  of  Borrowing pursuant to subsection 2.1C (or  telephonic
notice  in lieu thereof), Administrative Agent shall notify  each
Lender  or Swing Line Lender, as the case may be, of the proposed
borrowing.   Each  Lender  shall make  the  amount  of  its  Loan
available  to  Administrative Agent not  later  than  11:00  A.M.
(Pacific  time)  on the applicable Funding Date, and  Swing  Line
Lender shall make the amount of its Swing Line Loan available  to
Administrative Agent not later than 11:00 A.M. (Pacific time)  on
the  applicable Funding Date, in each case in same day  funds  in
Dollars,  at the Funding and Payment Office.  Except as  provided
in  subsection 2.1B or subsection 3.3B with respect to  Revolving
Loans  used  to repay Refunded Swing Line Loans or  to  reimburse
Administrative Agent for the amount of a drawing under  a  Letter
of  Credit  issued  by it, upon satisfaction  or  waiver  of  the
conditions precedent specified in subsections 4.1 (in the case of
Loans  made or converted on the Effective Date), and 4.4 (in  the
case  of all Loans), Administrative Agent shall make the proceeds
of such Loans available to Company on the applicable Funding Date
by  causing an amount of same day funds in Dollars equal  to  the
proceeds of all such Loans received by Administrative Agent  from
Lenders  or Swing Line Lender, as the case may be, to be credited
to the account of Company at the Funding and Payment Office.

          Unless Administrative Agent shall have been notified by
any Lender prior to the Funding Date for any Revolving Loans that
such  Lender  does not intend to make available to Administrative
Agent  the amount of such Lender's Loan requested on such Funding
Date,  Administrative Agent may assume that such Lender has  made
such  amount  available to Administrative Agent on  such  Funding
Date  and  Administrative Agent may, in its sole discretion,  but
shall not be obligated to, make available to Company a correspond
ing amount on such Funding Date.  If such corresponding amount is
not  in  fact  made  available to Administrative  Agent  by  such
Lender,  Administrative Agent shall be entitled to  recover  such
corresponding  amount  on demand from such Lender  together  with
interest  thereon, for each day from such Funding Date until  the
date  such  amount is paid to Administrative Agent, at the  custo
mary  rate  set  by  Administrative Agent for the  correction  of
errors among banks for three Business Days and thereafter at  the
Base Rate.  If such Lender does not pay such corresponding amount
forthwith  upon  Administrative Agent's demand therefor,  Adminis
trative  Agent  shall promptly notify Company and  Company  shall
immediately pay such corresponding amount to Administrative Agent
together  with interest thereon, for each day from  such  Funding
Date  until the date such amount is paid to Administrative Agent,
at  the rate payable under this Agreement for Base Rate Loans  of
the   type  then  being  repaid  by  Company.   Nothing  in  this
subsection  2.1D shall be deemed to relieve any Lender  from  its
obligation  to fulfill its Commitments hereunder or to  prejudice
any  rights that Company may have against any Lender as a  result
of any default by such Lender hereunder.

      E.    Notes.   On  the  Effective Date, the  Company  shall
execute  and  deliver to each Lender (or to Administrative  Agent
for  that  Lender)  a  Revolving Note to evidence  that  Lender's
Revolving  Loans,  in  the  principal  amount  of  that  Lender's
Revolving  Commitment and with other appropriate insertions,  and
the  Company  shall execute and deliver to Swing  Line  Lender  a
Swing Line Note to evidence Swing Line Lender's Swing Line Loans,
in  the  principal amount of the Swing Line Loan  Commitment  and
with  other  appropriate  insertions.   Upon  the  execution  and
delivery to any Lender or Swing Line Lender of Notes pursuant  to
this subsection 2.1E, the Revolving Note (and any Tranche A Note,
Tranche  B Note and Tranche C Note, as each such term is  defined
in the Existing Credit Agreement) or Swing Line Note, as the case
may  be, that were executed and delivered to such Lender or Swing
Line  Lender pursuant to the Existing Credit Agreement  shall  be
null  and  void,  and  such  Lender or Swing  Line  Lender  shall
promptly return such Revolving Note or Swing Line Note to Company
for cancellation.

           Administrative Agent may deem and treat the  payee  of
any  Note as the owner thereof for all purposes hereof unless and
until  a Lender Assignment Agreement effecting the assignment  or
transfer thereof shall have been accepted by Administrative Agent
as  provided in subsection 10.1B(ii).  Any request, authority  or
consent  of any person or entity who, at the time of making  such
request or giving such authority or consent, is the holder of any
Note  shall  be conclusive and binding on any subsequent  holder,
assignee  or  transferee of that Note or of  any  Note  or  Notes
issued in exchange therefor.

      F.    Conversion of Existing Revolving Loans into Revolving
Loans.     Upon  satisfaction  or  written  waiver  by  Requisite
Lenders  of the conditions set forth in subsections 4.1 and  4.4,
as  of the Effective Date all Revolving Loans (as defined in  the
Existing Credit Agreement) outstanding under the Existing  Credit
Agreement  as  of,  and  at  the  time  of,  the  Effective  Date
("Existing  Revolving Loans") shall be converted into and  deemed
to be Revolving Loans for all purposes under this Agreement.  Any
amounts of accrued interest or other amounts owed (whether or not
presently due and payable) by Company to the Lenders under or  in
respect  of the Existing Revolving Loans shall, as of  the  Effec
tive  Date,  continue to be due and payable to the Lenders  under
the  Revolving Notes issued to the Lenders hereunder.  The conver
sion  of  the  Existing Revolving Loans hereunder  shall  not  be
deemed to be repayment thereof, and Company shall not be required
to  deliver any notice of prepayment or notice of borrowing or to
satisfy  any  other  condition relating to  required  amounts  of
prepayments  or borrowings hereunder with respect to such  conver
sion of the Existing Revolving Loans.

2.2  Interest on the Loans.

      A.    Rate  of  Interest.  Subject  to  the  provisions  of
subsections  2.2B, 2.2E, 2.6 and 2.7, each Revolving  Loan  shall
bear  interest  on the unpaid principal amount thereof  from  the
date made through maturity (whether by acceleration or otherwise)
at  a  rate  determined  by reference to the  Base  Rate  or  the
Adjusted  Eurodollar Rate, as the case may be.   Subject  to  the
provisions   of   subsection  2.7,  the  applicable   basis   for
determining the rate of interest with respect to any  Loan  shall
be  selected  by  Company  initially at  the  time  a  Notice  of
Borrowing  is  given  with  respect  to  such  Loan  pursuant  to
subsection  2.1C.   If  on  any day a Loan  is  outstanding  with
respect   to  which  notice  is  required  to  be  delivered   to
Administrative  Agent  in  accordance  with  the  terms  of  this
Agreement  specifying the applicable basis  for  determining  the
rate  of interest but such notice has not been so delivered, then
for  that  day  that  Loan  shall  bear  interest  determined  by
reference to the Base Rate.

           Subject to the provisions of subsections 2.2E and 2.7,
the  Revolving  Loans  shall bear interest  through  maturity  as
follows:

           (a)   if a Base Rate Loan, then at the sum of the Base
     Rate plus the Applicable Base Rate Margin; or

           (b)  if a Eurodollar Rate Loan, then at the sum of the
     Adjusted  Eurodollar  Rate  plus the  Applicable  Eurodollar
     Margin.

           The  Applicable  Base Rate Margin and  the  Applicable
Eurodollar  Margin shall automatically be adjusted in  accordance
with the respective definitions of such terms.

           Subject to the provisions of subsections 2.2E and 2.7,
the  Swing Line Loans shall bear interest through their  maturity
at the Prime Rate.

      B.    Interest Periods.  In connection with each Eurodollar
Rate  Loan,  Company  may, pursuant to the applicable  Notice  of
Borrowing or Notice of Conversion/Continuation, as the  case  may
be,  select an interest period (each an "Interest Period") to  be
applicable  to  such  Loan, which Interest Period  shall  be,  at
Company's  option, either a one, two, three or six month  period;
provided that:

           (i)   the  initial Interest Period for any  Eurodollar
     Rate  Loan shall commence on the Funding Date in respect  of
     such  Loan,  in  the  case of a Loan  initially  made  as  a
     Eurodollar  Rate  Loan,  or on the  date  specified  in  the
     applicable Notice of Conversion/Continuation, in the case of
     a Loan converted to a Eurodollar Rate Loan;

           (ii)  in  the case of immediately successive  Interest
     Periods  applicable to a Eurodollar Rate Loan  continued  as
     such  pursuant to a Notice of Conversion/Continuation,  each
     successive  Interest Period shall commence  on  the  day  on
     which the next preceding Interest Period expires;

           (iii)     if an Interest Period would otherwise expire
     on  a  day that is not a Business Day, such Interest  Period
     shall  expire on the next succeeding Business Day;  provided
     that, if any Interest Period would otherwise expire on a day
     that  is not a Business Day but is a day of the month  after
     which  no  further Business Day occurs in such  month,  such
     Interest  Period shall expire on the next preceding Business
     Day;

           (iv)  any  Interest  Period that begins  on  the  last
     Business  Day  of a calendar month (or on a  day  for  which
     there  is  no numerically corresponding day in the  calendar
     month at the end of such Interest Period) shall, subject  to
     clause (v) of this subsection 2.2B, end on the last Business
     Day of a calendar month;

           (v)  no Interest Period with respect to any portion of
     the  Revolving  Loans  shall extend  beyond  the  Commitment
     Termination Date;

           (vi) no Interest Period with respect to any portion of
     the Revolving Loans shall extend beyond the date on which  a
     permanent reduction of the Commitments is scheduled to occur
     unless  the  sum  of (a) the aggregate principal  amount  of
     Revolving  Loans  that  are Base Rate  Loans  plus  (b)  the
     aggregate  principal  amount of  Revolving  Loans  that  are
     Eurodollar Rate Loans with Interest Periods expiring  on  or
     before such date plus (c) the excess of the Commitments then
     in  effect  over the aggregate principal amount of Revolving
     Loans  then  outstanding  equals or  exceeds  the  permanent
     reduction of the Commitments that is scheduled to  occur  on
     such date;

           (vii)      there  shall be no more than five  Interest
     Periods outstanding at any time; and

           (viii)     in  the event Company fails to  specify  an
     Interest  Period  for  any  Eurodollar  Rate  Loan  in   the
     applicable    Notice    of   Borrowing    or    Notice    of
     Conversion/Continuation, Company shall  be  deemed  to  have
     selected an Interest Period of one month.

      C.    Interest  Payments.  Subject  to  the  provisions  of
subsection  2.2E,  interest on each  Loan  shall  be  payable  in
arrears  on and to each Interest Payment Date applicable to  that
Loan, upon any prepayment of that Loan (to the extent accrued  on
the  amount  being  prepaid)  and at  maturity  (including  final
maturity);  provided that in the event any Loans  that  are  Base
Rate  Loans  are  prepaid  pursuant to  subsection  2.4A(iii)  or
2.4B(i), interest accrued on such Loans through the date of  such
prepayment  shall  be  payable on the  next  succeeding  Interest
Payment  Date applicable to Base Rate Loans (or, if  earlier,  at
final maturity).

      D.   Conversion or Continuation.  Subject to the provisions
of  subsection 2.6, Company shall have the option (i) to  convert
at  any  time all or any part of its outstanding Base Rate  Loans
equal  to  $5,000,000  and integral multiples  of  $1,000,000  in
excess  of that amount to Eurodollar Rate Loans, (ii) to  convert
at  any  time all or any part of its outstanding Eurodollar  Rate
Loans  equal  to $500,000 and integral multiples of  $100,000  in
excess  of  that  amount to Base Rate Loans, or  (iii)  upon  the
expiration of any Interest Period applicable to a Eurodollar Rate
Loan,  to  continue  all or any portion of  such  Loan  equal  to
$5,000,000 and integral multiples of $1,000,000 in excess of that
amount  as  a  Eurodollar Rate Loan; provided,  however,  that  a
Eurodollar Rate Loan may only be converted into a Base Rate  Loan
on the expiration date of an Interest Period applicable thereto.

              Company     shall    deliver    a     Notice     of
Conversion/Continuation to Administrative  Agent  no  later  than
8:30 A.M. (Pacific time) at least one Business Day in advance  of
the  proposed conversion date (in the case of a conversion  to  a
Base  Rate  Loan) and at least three Business Days in advance  of
the  proposed  conversion/continuation date (in  the  case  of  a
conversion to, or a continuation of, a Eurodollar Rate Loan).   A
Notice  of Conversion/Continuation shall specify (i) the proposed
conversion/continuation date (which shall  be  a  Business  Day),
(ii)  the  amount and type of the Loan to be converted/continued,
(iii) the nature of the proposed conversion/continuation, (iv) in
the  case  of a conversion to, or a continuation of, a Eurodollar
Rate Loan, the requested Interest Period, and (v) in the case  of
a  conversion to, or a continuation of, a Eurodollar  Rate  Loan,
that  no  Event  of  Default  or,  to  Company's  Best  Knowledge
(following  the reasonable exercise of diligence appropriate  for
the  circumstance  in  question by the officers  of  the  Company
executing  such certificate), no Potential Event of  Default  has
occurred  and  is continuing.  In lieu of delivering  the  above-
described  Notice  of Conversion/Continuation, Company  may  give
Administrative  Agent telephonic notice by the required  time  of
any  proposed conversion/continuation under this subsection 2.2D;
provided that such notice shall be promptly confirmed in  writing
by  delivery of a Notice of Conversion/Continuation to Administra
tive  Agent  on  or  before  the proposed conversion/continuation
date.

          Neither Administrative Agent nor any Lender shall incur
any  liability  to  Company in acting upon any telephonic  notice
referred  to  above that Administrative Agent  believes  in  good
faith  consistent with commercial banking practices to have  been
given by a duly authorized officer or other person authorized  to
act  on  behalf of Company or for otherwise acting in good  faith
under  this  subsection 2.2D, and upon conversion or continuation
of  the  applicable basis for determining the interest rate  with
respect  to any Loans in accordance with this Agreement  pursuant
to  any  such  telephonic notice Company shall  have  effected  a
conversion or continuation, as the case may be, hereunder.

           Except as otherwise provided in subsections 2.6B, 2.6C
and  2.6G, a Notice of Conversion/Continuation for conversion to,
or  continuation of, a Eurodollar Rate Loan (or telephonic notice
in  lieu  thereof) shall be irrevocable on and after the  related
Interest  Rate Determination Date, and Company shall be bound  to
effect a conversion or continuation in accordance therewith.

      E.   Post-Default Interest.  Upon the occurrence and during
the  continuation  of  any  Event  of  Default,  the  outstanding
principal  amount  of all Loans and, to the extent  permitted  by
applicable  law, the amount of any overdue interest  payments  on
the  Loans  or  any overdue fees or other amounts owed  hereunder
shall  thereafter bear interest (including post-petition interest
in  any  proceeding under the Bankruptcy Code or other applicable
bankruptcy  laws) payable on demand at a rate  which  is  2%  per
annum in excess of the interest rate otherwise payable under this
Agreement with respect to the applicable Loans (or, in  the  case
of  any  such fees and other amounts, at a rate which is  2%  per
annum in excess of the interest rate otherwise payable under this
Agreement  for Base Rate Loans); provided that, in  the  case  of
Eurodollar Rate Loans, upon the expiration of the Interest Period
in  effect  at  the  time any such increase in interest  rate  is
effective, such Eurodollar Rate Loans shall thereupon become Base
Rate Loans and shall thereafter bear interest payable upon demand
at  a  rate which is 2% per annum in excess of the interest  rate
otherwise  payable  under this Agreement  for  Base  Rate  Loans.
Payment or acceptance of the increased rates of interest provided
for  in  this  subsection 2.2E is not a permitted alternative  to
timely payment and shall not constitute a waiver of any Event  of
Default or otherwise prejudice or limit any rights or remedies of
Administrative Agent or any Lender.

      F.    Computation of Interest.  Interest on the Loans shall
be computed (i) in the case of Base Rate Loans, on the basis of a
365-day or 366-day year, as the case may be, and (ii) in the case
of Eurodollar Rate Loans, on the basis of a 360-day year, in each
case  for the actual number of days elapsed in the period  during
which it accrues.  In computing interest on any Loan, the date of
the  making  of such Loan or the first day of an Interest  Period
applicable  to  such Loan or, with respect to a  Base  Rate  Loan
being  converted from a Eurodollar Rate Loan, the date of  conver
sion of such Eurodollar Rate Loan to such Base Rate Loan, as  the
case  may be, shall be included, and the date of payment of  such
Loan  or the expiration date of an Interest Period applicable  to
such Loan or, with respect to a Base Rate Loan being converted to
a  Eurodollar Rate Loan, the date of conversion of such Base Rate
Loan  to such Eurodollar Rate Loan, as the case may be, shall  be
excluded;  provided that if a Loan is repaid on the same  day  on
which it is made, one day's interest shall be paid on that Loan.

2.3  Fees.

      A.    Unused  Commitment Fees.  Company agrees  to  pay  to
Administrative Agent, for distribution to each Lender  in  propor
tion  to  that Lender's Pro Rata Share, commitment fees  for  the
period from and including the Effective Date to and excluding the
Commitment Termination Date equal to (i) the average of the daily
excess of the Commitments over the sum of the aggregate principal
amount  of Revolving Loans outstanding plus the Letter of  Credit
Usage  multiplied by (ii) Applicable Commitment  Fee  Percentage,
such  commitment fees to be calculated on the basis of a  360-day
year,  and  the actual number of days elapsed and to  be  payable
quarterly  in  arrears  on  the  last  Business  Day  of   March,
June,  September  and December of each year,  commencing  on  the
first  such  date to occur after the Effective Date  and  on  the
Commitment Termination Date.

     B.   Additional Fees.

          (i)  [omitted]

           (ii) Company agrees to pay to Administrative Agent all
     fees  set  forth  in  the Agent's fee  letter  executed  and
     delivered pursuant to subsection 4.1P.

          (iii)     Company agrees to pay to Administrative Agent
     on  the  Effective Date for distribution to each  Lender  in
     accordance  with such Lender's Pro Rata Share,  all  accrued
     unpaid  interest  and  fees owed under the  Existing  Credit
     Agreement,  whether or not then due and  payable  under  the
     Existing Credit Agreement.

2.4  Payments, Prepayments and Reductions in Commitments; General
     Provisions Regarding Payments.

      A.    Scheduled and Mandatory Reductions of Commitments and
Mandatory Prepayments.

           (i)   Scheduled  Reductions of Revolving  Commitments.
     The  Revolving Commitments shall terminate on the Commitment
     Termination Date.

          (ii) [omitted].

            (iii)       Mandatory   Prepayments   and   Mandatory
     Reductions  of Commitments.  The Loans shall be prepaid  and
     the  Commitments shall be permanently reduced in the amounts
     and  under  the  circumstances set  forth  below,  all  such
     prepayments and reductions to be applied as set forth  below
     or as more specifically provided in subsection 2.4C:

          (a)  Prepayments and Reductions From Asset Sales.

          (1)  If Company or any of its Subsidiaries receives any
     Net  Cash  Proceeds in an amount equal to  or  greater  than
     $2,500,000  from  any Asset Sale, Company shall  prepay  the
     Loans and the Commitments shall be permanently reduced in an
     aggregate  amount  equal  to the excess  of  such  Net  Cash
     Proceeds of such Asset Sale over the amount of such Net Cash
     Proceeds  that the Company intends to invest  in  a  Related
     Business  and are so invested within 270 days of receipt  by
     the  Company  or  any of its Subsidiaries.  Such  prepayment
     shall  be due and such reduction in Commitments shall  occur
     on  the  earlier of (i) the second Business Day following  a
     determination  by a Responsible Officer that such  Net  Cash
     Proceeds  will  not be invested in assets or property  of  a
     Related Business or (ii) 270 days after the receipt of  such
     Cash  Proceeds,  if  they have not been  so  invested  in  a
     Related Business;

          (2)  If Company or any of its Subsidiaries receives any
     Net Cash Proceeds in an amount less than $2,500,000 from any
     Asset   Sale,  Company  shall  prepay  the  Loans  and   the
     Commitments  shall be permanently reduced  in  an  aggregate
     amount equal to the excess of such Net Cash Proceeds of such
     Asset  Sale over such Net Cash Proceeds that Company intends
     to  invest in a Related Business and are so invested  within
     270  days  of receipt by Company or any of its Subsidiaries.
     Such  prepayment shall be due and such reduction  in  Commit
     ments  shall  occur  on  the second Business  Day  following
     receipt  by Company or any of its Subsidiaries of  Net  Cash
     Proceeds  in  an  amount that, together with  all  Net  Cash
     Proceeds  received  by Company from Asset  Sales  since  the
     later  of the Effective Date or the date of the most  recent
     payment  made  pursuant  to  this  subsection  2.4A(iii)(a),
     exceeds $6,000,000.

           (3)  Concurrently with any prepayment of the Loans and
     reduction  of  the Commitments pursuant to  this  subsection
     2.4A(iii)(a),  Company shall deliver to Agent  an  Officers'
     Certificate  demonstrating the derivation of  the  Net  Cash
     Proceeds  from  the correlative Asset Sale  from  the  gross
     sales  price thereof.  In the event that Company  shall,  at
     any  time after receipt of Cash Proceeds from any Asset Sale
     requiring  a  prepayment or a reduction of  the  Commitments
     pursuant to this subsection 2.4A(iii)(a), determine that the
     prepayments and/or reductions of the Commitments  previously
     made  in  respect  of such Asset Sale were in  an  aggregate
     amount  less  than  that  required  by  the  terms  of  this
     subsection  2.4A(iii)(a), Company  shall  promptly  make  an
     additional prepayment of the Swing Line Loans, or  Revolving
     Loans,  as  the  case may be (and the Commitments  shall  be
     permanently  reduced), in the manner described above  in  an
     amount  equal to the amount of any such deficit, and Company
     shall  concurrently therewith deliver to Agent an  Officers'
     Certificate  demonstrating the derivation of the  additional
     Net Cash Proceeds resulting in such deficit.

           (b)   Prepayments and Reductions Due to the Occurrence
     of an Event of Loss.

          (1)  If Company or any of its Subsidiaries receives any
     Net  Cash  Proceeds in an amount equal to  or  greater  than
     $2,500,000 from any Event of Loss, Company shall prepay  the
     Loans and the Commitments shall be permanently reduced in an
     aggregate  amount  equal  to the excess  of  such  Net  Cash
     Proceeds of from such Event of Loss over the amount of  such
     Net  Cash Proceeds that the Company intends to invest  in  a
     Related  Business  and are so invested within  270  days  of
     receipt  by  the  Company or any of its Subsidiaries.   Such
     prepayment  shall be due and such reduction  in  Commitments
     shall  occur  on the earlier of (i) the second Business  Day
     following a determination by a Responsible Officer that such
     Net Cash Proceeds will not be invested in assets or property
     of  a Related Business or (ii) 270 days after the receipt of
     such Net Cash Proceeds, if they have not been so invested in
     a Related Business;

          (2)  If Company or any of its Subsidiaries receives any
     Net Cash Proceeds in an amount less than $2,500,000 from any
     Event  of  Loss,  Company shall prepay  the  Loans  and  the
     Revolving  Commitments shall be permanently  reduced  in  an
     aggregate  amount  equal  to the excess  of  such  Net  Cash
     Proceeds of such Asset Sale over such Net Cash Proceeds that
     Company intends to invest in a Related Business and  are  so
     invested within 270 days of receipt by Company or any of its
     Subsidiaries.  Such prepayment shall be due and  such  reduc
     tion  in Commitments shall occur on the second Business  Day
     following  receipt by Company or any of its Subsidiaries  of
     Net  Cash Proceeds in an amount that, together with all  Net
     Cash  Proceeds received by Company from Events of Loss since
     the  later  of the Effective Date or the date  of  the  most
     recent    payment   made   pursuant   to   this   subsection
     2.4A(iii)(b), exceeds $6,000,000.

           (3)  Concurrently with any prepayment of the Loans and
     reduction  of  the Commitments pursuant to  this  subsection
     2.4A(iii)(b),  Company shall deliver to Agent  an  Officers'
     Certificate  demonstrating the derivation of  the  Net  Cash
     Proceeds  from the correlative Event of Loss. In  the  event
     that  Company  shall,  at any time  after  receipt  of  Cash
     Proceeds from any Event of Loss requiring a prepayment or  a
     reduction  of  the Commitments pursuant to  this  subsection
     2.4A(iii)(b),   determine  that   the   prepayments   and/or
     reductions of the Commitments previously made in respect  of
     such  Event  of Loss were in an aggregate amount  less  than
     that  required by the terms of this subsection 2.4A(iii)(b),
     Company shall promptly make an additional prepayment of  the
     Swing Line Loans or Revolving Loans, as the case may be (and
     the Commitments shall be permanently reduced), in the manner
     described above in an amount equal to the amount of any such
     deficit, and Company shall concurrently therewith deliver to
     Agent  an Officers' Certificate demonstrating the derivation
     of  the  additional  Net  Cash Proceeds  resulting  in  such
     deficit.

          (c)  [omitted]

          (d)  [omitted]

          (e)  [omitted]

          B.    Voluntary Prepayments, Mandatory Prepayments  and
          Voluntary Reductions in Commitments.

           (i)  Voluntary Prepayments.  Company may, upon written
     or  telephonic notice to Administrative Agent on or prior to
     8:30  A.M.  (Pacific time) on the date of prepayment,  which
     notice,  if  telephonic,  shall  be  promptly  confirmed  in
     writing,  at  any time and from time to time prepay  without
     premium  or penalty any Swing Line Loan on any Business  Day
     in  whole  or  in  part in an aggregate  minimum  amount  of
     $500,000  and  integral multiples of $100,000 in  excess  of
     that amount.  Company may, upon written or telephonic notice
     given  to  Administrative Agent by 8:30 A.M. (Pacific  time)
     not less than three Business Days in advance (in the case of
     a  Eurodollar Rate Loan) or one Business Day in advance  (in
     the  case  of  a Base Rate Loan) of any proposed  prepayment
     date  and,  if  given  by telephone, promptly  confirmed  in
     writing  to Administrative Agent (which written or telephone
     notice  Administrative  Agent  will  promptly  transmit   by
     telefacsimile or telephone to each Lender), at any time  and
     from  time  to time prepay without premium and  penalty  any
     Base  Rate Loans on any Business Day in whole or in part  in
     an  aggregate minimum amount of $1,000,000 and any  integral
     multiples  of  $100,000  in excess of  that  amount  or  any
     Eurodollar  Rate Loans on any Business Day in  whole  or  in
     part  in  an aggregate minimum amount of $5,000,000 and  any
     integral  multiples of $1,000,000 in excess of  that  amount
     and  any  such  prepayment of Base Rate Loans or  Eurodollar
     Rate Loans will include all interest accrued thereon to  the
     day  of  prepayment; provided, however, that if a Eurodollar
     Rate Loan is prepaid prior to the expiration of the Interest
     Period applicable thereto, such prepayment shall include all
     costs  payable under Section 2.6D as a result of such prepay
     ment.   Any  voluntary  prepayments made  pursuant  to  this
     Section  2.4B(i)  shall  be applied  to  the  type  of  Loan
     directed by Company; provided that all voluntary prepayments
     shall  be used first to pay any interest and/or fees accrued
     to  the  prepayment date on the Loan to be prepaid; provided
     further that in the event Company fails to specify the Loans
     to  which any such prepayment shall be applied, such  prepay
     ment  shall be applied first to repay outstanding Swing Line
     Loans  to  the  full  extent thereof  and  second  to  repay
     outstanding Revolving Loans to the full extent thereof.

           (ii)  Mandatory Prepayments.  Company  will  make  the
     prepayments on the Loans required by subsection 2.4A.

          (iii)     Voluntary Reductions of Commitments.  Company
     may, upon not less than five Business Days' prior written or
     telephonic  notice  confirmed in writing  to  Administrative
     Agent  (which original written or telephonic notice  Adminis
     trative  Agent  will promptly transmit by  telefacsimile  or
     telephone to each Lender), at any time and from time to time
     terminate  in  whole or permanently reduce in part,  without
     premium or penalty, the Commitments in an amount up  to  the
     amount by which the Commitments exceed the Total Utilization
     of  Commitments at the time of such proposed termination  or
     reduction; provided that any such partial reduction  of  the
     Commitments  shall  be  in an aggregate  minimum  amount  of
     $5,000,000 and integral multiples of $1,000,000 in excess of
     that amount.  Company's notice to Administrative Agent shall
     designate the date (which shall be a Business Day)  of  such
     termination  or  reduction and the  amount  of  any  partial
     reduction,  and such termination or reduction of the  Commit
     ments  shall be effective on the date specified in Company's
     notice  and  shall  reduce  the Commitment  of  each  Lender
     proportionately to its Pro Rata Share.

     C.   Application of Prepayments and Commitment Reductions.

           (i)   Application of Mandatory Prepayments by Type  of
     Loans.   Any amount (the ``Prepayment Amount'') required  to
     be  applied as a mandatory prepayment of the Loans  pursuant
     to  subsections 2.4A(iii)(a)-(c) shall be applied  first  to
     prepay  the  Swing  Line Loans to the full  extent  thereof,
     second,  to  the  extent  of any remaining  portion  of  the
     Prepayment Amount, to prepay the Revolving Loans to the full
     extent thereof.

           (ii) Application of Prepayments to Base Rate Loans and
     Eurodollar Rate Loans.  Any prepayment of the Loans shall be
     applied  first to Base Rate Loans to the full extent thereof
     before application to Eurodollar Rate Loans, in each case in
     a manner which minimizes the amount of any payments required
     to be made by Company pursuant to subsection 2.6D.

          (iii)     [omitted]

          (iv) [omitted]

     D.   General Provisions Regarding Payments.

           (i)   Manner  and  Time of Payment.  All  payments  by
     Company  of  principal, interest, fees and other Obligations
     hereunder  and  under the Notes, if any, shall  be  made  in
     Dollars  in  same  day  funds, without  defense,  setoff  or
     counterclaim,  free  of any restriction  or  condition,  and
     delivered to Administrative Agent not later than 11:00  A.M.
     (Pacific  time) on the date due at the Funding  and  Payment
     Office  for  the  account  of  Lenders;  funds  received  by
     Administrative Agent after that time on such due date  shall
     be  deemed to have been paid by Company on the next  succeed
     ing  Business Day.  Company hereby authorizes Administrative
     Agent  to  charge its accounts with Administrative Agent  in
     order  to  cause timely payment to be made to Administrative
     Agent  of all principal, interest, fees, expenses and  other
     amounts  due  hereunder (subject to sufficient  funds  being
     available in its accounts for that purpose).

          (ii) Application of Payments to Principal and Interest.
     Except  as  set  forth in subsection 2.2C, all  payments  in
     respect  of  the principal amount of any Loan shall  include
     payment  of  accrued interest on the principal amount  being
     repaid or prepaid, and all such payments shall be applied to
     the payment of interest before application to principal.

           (iii)      Apportionment of Payments.  Subject to  the
     provisions  of subsection 2.4D(vi), aggregate principal  and
     interest  payments (other than payments in respect of  Swing
     Line  Loans,  which shall be made to the Swing Line  Lender)
     shall  be apportioned among all outstanding Revolving  Loans
     to  which such payments relate, in each case proportionately
     to  Lenders'  respective  Pro Rata  Shares.   Administrative
     Agent  shall  promptly distribute to  each  Lender,  at  its
     primary  address set forth below its name on the appropriate
     signature  page  hereof  or at such other  address  as  such
     Lender  may request, its Pro Rata Share of all such payments
     received by Administrative Agent and the commitment fees  of
     such  Lender when received by Administrative Agent  pursuant
     to  subsection  2.3A.  Notwithstanding the  foregoing  provi
     sions  of this subsection 2.4D(iii), if (i) pursuant to  the
     provisions    of    subsection   2.6C,   any    Notice    of
     Conversion/Continuation  is withdrawn  as  to  any  Affected
     Lender,  (ii) any Affected Lender makes Base Rate  Loans  in
     lieu  of  its  Pro Rata Share of any Eurodollar Rate  Loans,
     (iii)  Company repays all amounts owed to a Requiring Lender
     pursuant  to  subsection 2.9, or (iv)  Company  prepays  all
     amounts owed to a Former Lender after the expiration of  the
     applicable   Withdrawal   Period  pursuant   to   subsection
     10.1B(iii),  then  Administrative Agent  shall  give  effect
     thereto in apportioning payments received thereafter.

           (iv)  Payments on Business Days.  Whenever any payment
     to be made hereunder shall be stated to be due on a day that
     is  not  a Business Day, such payment shall be made  on  the
     next  succeeding  Business  Day  except  as  set  forth   in
     subsection  2.2B(iii), and such extension of time  shall  be
     included  in  the  computation of the  payment  of  interest
     hereunder or of the commitment fees hereunder, as  the  case
     may be.

           (v)   Notation  of Payment.  Each Lender  agrees  that
     before disposing of any Note held by it, or any part thereof
     (other than by granting participations therein), that Lender
     will   make  a  notation  thereon  of  all  Revolving  Loans
     evidenced by that Note and all principal payments previously
     made  thereon and of the date to which interest thereon  has
     been  paid; provided that the failure to make (or any  error
     in  the  making of) a notation of any Revolving  Loans  made
     under  such  Note  shall not limit or otherwise  affect  the
     obligations of Company hereunder to the extent of  Company's
     actual  indebtedness or under such Note with respect to  any
     Revolving Loans or any payments of principal or interest  on
     such Note.

           (vi)  Non-Pro  Rata Prepayment on the Effective  Date.
     Anything contained herein or in the other Loan Documents  to
     the  contrary notwithstanding, the parties hereto agree that
     the  prepayment  of  the  Existing Revolving  Loans  on  the
     Effective  Date  pursuant to subsection 4.1N  shall  not  be
     applied to the prepayment of the Existing Revolving Loans in
     proportion  to  the  Lenders'  respective  Pro  Rata  Shares
     thereof   (as  would  otherwise  be  required  pursuant   to
     subsection  2.4(D)(iii)) but shall instead shall be  applied
     (i) to the repayment in full of all Existing Revolving Loans
     owed to the Noncontinuing Lenders on the Effective Date  and
     (ii)  the repayment of Existing Revolving Loans owed to each
     Lender  in  amounts such that, after giving effect  thereto,
     the  Revolving Loans of each Lender shall be  in  an  amount
     directly proportional to such Lender's Pro Rata Share of all
     Revolving Loans then outstanding.

2.5  Use of Proceeds.

     A.   Use of Proceeds.

           (i)  Revolving Loans.  The proceeds of Revolving Loans
     shall  be applied by Company for general corporate purposes,
     including  share  repurchases and other acquisitions  (other
     than  Hostile  Acquisitions) as permitted herein;  provided,
     however,  Company may not apply all or any  portion  of  the
     proceeds  of  the  Revolving Loans  to  fund,  directly  and
     indirectly, a Hostile Acquisition.

          (ii) [omitted]

          (iii)     [omitted]

           (iv) Swing Line Loans.  The proceeds of the Swing Line
     Loans  shall  be  applied by Company for  general  corporate
     purposes; provided, however, that Company may not apply  all
     or  any portion of the proceeds of Swing Line Loans to fund,
     directly or indirectly, a Hostile Acquisition.

      B.   Margin Regulations.  No portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of
its Subsidiaries in any manner that might cause the borrowing  or
the  application of such proceeds to violate Regulation G, Regula
tion U, Regulation T or Regulation X of the Board of Governors of
the  Federal Reserve System or any other regulation of such Board
or  to violate the Exchange Act, in each case as in effect on the
date or dates of such borrowing and such use of proceeds.

2.6  Special Provisions Governing Eurodollar Rate Loans.

           Notwithstanding any other provision of this  Agreement
to  the  contrary,  the following provisions  shall  govern  with
respect to Eurodollar Rate Loans as to the matters covered:

      A.   Determination of Applicable Interest Rate.  As soon as
practicable after 8:30 A.M. (Pacific time) on each Interest  Rate
Determination  Date, Administrative Agent shall determine  (which
determination shall, absent manifest error, be final,  conclusive
and  binding upon all parties) the interest rate that shall apply
to  the Eurodollar Rate Loans for which an interest rate is  then
being  determined  for the applicable Interest Period  and  shall
promptly   give  notice  thereof  (in  writing  or  by  telephone
confirmed in writing) to Company and each Lender.

      B.    Inability to Determine Applicable Interest Rate.   In
the  event that Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon  all
parties  hereto),  on any Interest Rate Determination  Date  with
respect  to any Eurodollar Rate Loans, that by reason  of  circum
stances  affecting the interbank Eurodollar market  adequate  and
fair  means do not exist for ascertaining the interest rate appli
cable  to  such Loans on the basis provided for in the definition
of  Adjusted Eurodollar Rate, Administrative Agent shall on  such
date  give notice (by telefacsimile or by telephone confirmed  in
writing)  to  Company  and  each Lender  of  such  determination,
whereupon  (i)  no  Loans  may  be  made  as,  or  converted  to,
Eurodollar  Rate  Loans until such time as  Administrative  Agent
notifies  Company and Lenders that the circumstances giving  rise
to  such  notice no longer exist and (ii) any Notice of Borrowing
or  Notice  of  Conversion/Continuation  given  by  Company  with
respect  to the Loans in respect of which such determination  was
made shall be deemed to be rescinded by Company.  If, at any time
following  such a determination, Administrative Agent  determines
that  such  circumstances that affected the interbank  Eurodollar
market no longer exist, it shall promptly notify Company and each
Lender  thereof, at which time the provisions of clauses (i)  and
(ii) above shall no longer be effective.

      C.    Illegality  or  Impracticability of  Eurodollar  Rate
Loans.   In  the  event that on any date any  Lender  shall  have
determined (which determination shall be final and conclusive and
binding  upon  all parties hereto but shall be  made  only  after
consultation  with  Company and Administrative  Agent)  that  the
making, maintaining or continuation of its Eurodollar Rate  Loans
(i)  has become unlawful as a result of compliance by such Lender
in  good  faith with any law, treaty, governmental  rule,  regula
tion, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having  the
force  of law but which such Lender complies with as a matter  of
policy  even though the failure to comply therewith would not  be
unlawful)  or (ii) has become impracticable, or would cause  such
Lender  material hardship, as a result of contingencies occurring
after  the  date of this Agreement which materially and adversely
affect  the interbank Eurodollar market or the position  of  such
Lender  in that market, then, and in any such event, such  Lender
shall  be  an  "Affected Lender" and it shall on  that  day  give
notice (by telefacsimile or by telephone confirmed in writing) to
Company  and  Administrative Agent of such  determination  (which
notice Administrative Agent shall promptly transmit to each other
Lender).  Thereafter (a) the obligation of the Affected Lender to
make  Loans  as,  or to convert Loans to, Eurodollar  Rate  Loans
shall  be suspended until such notice shall be withdrawn  by  the
Affected  Lender,  (b)  to the extent such determination  by  the
Affected  Lender  relates to a Eurodollar Rate  Loan  then  being
requested  by  Company pursuant to a Notice  of  Borrowing  or  a
Notice of Conversion/Continuation, the Affected Lender shall make
such Loan as (or convert such Loan to, as the case may be) a Base
Rate  Loan, (c) the Affected Lender's obligation to maintain  its
outstanding Eurodollar Rate Loans (the "Affected Loans") shall be
terminated  at  the  earlier to occur of the  expiration  of  the
Interest Period then in effect with respect to the Affected Loans
or  when  required by law, and (d) the Affected Loans shall  auto
matically convert into Base Rate Loans on the date of such  termi
nation.   Notwithstanding the foregoing, to the extent a  determi
nation  by  an  Affected Lender as described above relates  to  a
Eurodollar Rate Loan then being requested by Company pursuant  to
a  Notice  of  Borrowing  or a Notice of Conversion/Continuation,
Company  shall  have  the option, subject to  the  provisions  of
subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by  giving  notice  (by
telefacsimile  or by telephone confirmed in writing)  to  Adminis
trative  Agent  of  such  rescission on the  date  on  which  the
Affected  Lender gives notice of its determination  as  described
above  (which  notice  of rescission Administrative  Agent  shall
promptly  transmit to each other Lender).  Except as provided  in
the  immediately  preceding sentence, nothing in this  subsection
2.6C  shall  affect the obligation of any Lender  other  than  an
Affected Lender to make or maintain Loans as, or to convert Loans
to,  Eurodollar Rate Loans in accordance with the terms  of  this
Agreement.

      D.    Compensation  For  Breakage  or  Non-Commencement  of
Interest  Periods.   Company shall compensate each  Lender,  upon
written request by that Lender (which request shall set forth the
basis  for  requesting such amounts), for all reasonable  losses,
expenses  and  liabilities (including,  without  limitation,  any
interest paid by that Lender to lenders of funds borrowed  by  it
to  make or carry its Eurodollar Rate Loans and any loss, expense
or  liability  sustained by that Lender in  connection  with  the
liquidation or re-employment of such funds) which that Lender may
sustain:   (i)  if for any reason (other than a default  by  that
Lender  or  the  occurrence of an event described  in  subsection
2.6C) a borrowing of any Eurodollar Rate Loan does not occur on a
date  specified therefor in a Notice of Borrowing or a telephonic
request for borrowing, or a conversion to or continuation of  any
Eurodollar Rate Loan does not occur on a date specified  therefor
in  a  Notice of Conversion/Continuation or a telephonic  request
for  conversion or continuation, (ii) if any prepayment or  other
principal payment or any conversion of any of its Eurodollar Rate
Loans  occurs  on  a date prior to the last day  of  an  Interest
Period applicable to that Loan, (iii) if any prepayment of any of
its Eurodollar Rate Loans is not made on any date specified in  a
notice  of  prepayment given by Company, or (iv) as a consequence
of  any  other default by Company in the repayment of its Eurodol
lar Rate Loans when required by the terms of this Agreement.

      E.    Booking  of Eurodollar Rate Loans.  Subject  to  each
Lender's  obligations under subsection 2.8, any Lender may  make,
carry  or  transfer  Eurodollar Rate Loans at,  to,  or  for  the
account  of  any  of  its branch offices  or  the  office  of  an
Affiliate of that Lender.

      F.    Assumptions  Concerning Funding  of  Eurodollar  Rate
Loans.  Calculation of all amounts payable to a Lender under this
subsection 2.6 and under subsection 2.7A shall be made as  though
that  Lender had actually funded each of its relevant  Eurodollar
Rate  Loans through the purchase of a Eurodollar deposit  bearing
interest  at the Adjusted Eurodollar Rate in an amount  equal  to
the  amount  of such Eurodollar Rate Loan and having  a  maturity
comparable  to  the  relevant Interest  Period  and  through  the
transfer  of such Eurodollar deposit from an offshore  office  of
that  Lender  to a domestic office of that Lender in  the  United
States  of America; provided, however, that each Lender may  fund
each  of its Eurodollar Rate Loans in any manner it sees fit  and
the foregoing assumptions shall be utilized only for the purposes
of  calculating  amounts payable under this  subsection  2.6  and
under subsection 2.7A.

      G.    Eurodollar Rate Loans After Default.  After the occur
rence  of  and  during the continuation of a Potential  Event  of
Default of which it is aware to its Best Knowledge or an Event of
Default,  (i)  Company may not elect to have a Loan  be  made  or
maintained as, or converted to, a Eurodollar Rate Loan after  the
expiration  of any Interest Period then in effect for  that  Loan
and (ii) subject to the provisions of subsection 2.6D, any Notice
of  Borrowing  or  Notice  of  Conversion/Continuation  given  by
Company    with    respect   to   a   requested   borrowing    or
conversion/continuation that has not yet occurred shall be deemed
to be rescinded by Company.

2.7  Increased Costs; Taxes; Capital Adequacy.

     A.   Compensation for Increased Costs and Taxes.  Subject to
the  provisions of subsection 2.7B, in the event that any  Lender
shall  reasonably  determine (which determination  shall,  absent
manifest  error,  be final and conclusive and  binding  upon  all
parties  hereto)  that  any  law, treaty  or  governmental  rule,
regulation or order adopted after the date hereof, or any  change
therein  or  in the interpretation, administration or application
thereof  (including the introduction of any new  law,  treaty  or
governmental rule, regulation or order), or any determination  of
a  court  or  governmental authority, in each case  that  becomes
effective  after the date hereof, or compliance  by  such  Lender
with any guideline, request or directive issued or made after the
date  hereof by any central bank or other governmental or  quasi-
governmental authority (whether or not having the force of law):

           (i)   subjects such Lender (or its applicable  lending
     office)  to  any additional Tax (other than any Tax  on  the
     overall  net  income of such Lender) with  respect  to  this
     Agreement  or  any  of  its  obligations  hereunder  or  any
     payments  to such Lender (or its applicable lending  office)
     of  principal,  interest, fees or any other  amount  payable
     hereunder;

           (ii) imposes, modifies or holds applicable any reserve
     (including   without  limitation  any  marginal,  emergency,
     supplemental,  special or other reserve),  special  deposit,
     compulsory  loan,  FDIC  insurance  or  similar  requirement
     against assets held by, or deposits or other liabilities  in
     or  for  the account of, or advances or loans by,  or  other
     credit  extended by, or any other acquisition of  funds  by,
     any office of such Lender; or

           (iii)     imposes any other condition (other than with
     respect to a Tax matter) on or affecting such Lender (or its
     applicable  lending office) or its obligations hereunder  or
     the interbank Eurodollar market;

and the result of any of the foregoing is to increase the cost to
such  Lender  of  agreeing to make, making or  maintaining  Loans
hereunder or to reduce any amount received or receivable by  such
Lender  (or its applicable lending office) with respect  thereto;
then,  in  any  such  case, Company shall promptly  pay  to  such
Lender,  upon receipt of the statement referred to  in  the  next
sentence,  such additional amount or amounts (in the form  of  an
increased rate of, or a different method of calculating, interest
or  otherwise as such Lender in its sole discretion  shall  deter
mine) as may be necessary to compensate such Lender for any  such
increased  cost  or reduction in amounts received  or  receivable
hereunder.  Such Lender shall deliver to Company (with a copy  to
Administrative  Agent)  a  written statement,  setting  forth  in
reasonable  detail  the  basis  for  calculating  the  additional
amounts  owed  to such Lender under this subsection  2.7A,  which
statement shall be conclusive and binding upon all parties hereto
absent manifest error.

     B.   Withholding of Taxes.

           (i)   Payments to Be Free and Clear.  All sums payable
     by Company under this Agreement and the other Loan Documents
     shall  be  paid free and clear of and (except to the  extent
     required  by  law) without any deduction or  withholding  on
     account  of  any  Tax (other than a Tax on the  overall  net
     income  of any Lender) imposed, levied, collected,  withheld
     or assessed by or within the United States of America or any
     political subdivision in or of the United States of  America
     or any other jurisdiction from or to which a payment is made
     by  or on behalf of Company or by any federation or organiza
     tion  of  which  the United States of America  or  any  such
     jurisdiction is a member at the time of payment.

           (ii) Grossing-up of Payments.  If Company or any other
     Person  is  required  by  law  to  make  any  deduction   or
     withholding on account of any such Tax from any sum paid  or
     payable  by  Company to Administrative Agent or  any  Lender
     under any of the Loan Documents:

                     (a)   Company  shall  notify  Administrative
          Agent of any such requirement or any change in any such
          requirement as soon as Company becomes aware of it;

                     (b)   Company shall pay any such Tax  before
          the  date  on  which  penalties  attach  thereto,  such
          payment  to be made (if the liability to pay is imposed
          on  Company) for its own account or (if that  liability
          is  imposed on Administrative Agent or such Lender,  as
          the  case  may  be) on behalf of and  in  the  name  of
          Administrative Agent or such Lender;

                    (c)  the sum payable by Company in respect of
          which the relevant deduction, withholding or payment is
          required shall be increased to the extent necessary  to
          ensure  that,  after  the  making  of  that  deduction,
          withholding  or payment, Administrative Agent  or  such
          Lender, as the case may be, receives on the due date  a
          net  sum  equal to what it would have received  had  no
          such deduction, withholding or payment been required or
          made; and

                    (d)  within 30 days after paying any sum from
          which  it  is required by law to make any deduction  or
          withholding, and within 30 days after the due  date  of
          payment  of any Tax which it is required by clause  (b)
          above  to  pay, Company shall deliver to Administrative
          Agent  evidence  satisfactory  to  the  other  affected
          parties  of such deduction, withholding or payment  and
          of  the  remittance thereof to the relevant  taxing  or
          other authority.

           (iii)      Evidence of Exemption from U.S. Withholding
     Tax.

                     (a)  Each Lender that is organized under the
          laws  of any jurisdiction other than the United  States
          or  any  state  or other political subdivision  thereof
          (for  purposes of this subsection 2.7B(iii), a  "Non-US
          Lender")  shall  deliver  to Administrative  Agent  for
          transmission  to Company, on or prior to the  Effective
          Date  (in  the case of each Lender listed on the  signa
          ture  pages hereof) or on the date of the Lender Assign
          ment  Agreement pursuant to which it becomes  a  Lender
          (in  the case of each other Lender), and at such  other
          times  as  may  be  necessary in the  determination  of
          Company or Administrative Agent (each in the reasonable
          exercise of its discretion), (1) two original copies of
          Internal  Revenue Service Form 1001  or  4224  (or  any
          successor forms), properly completed and duly  executed
          by  such Lender, together with any other certificate or
          statement  of  exemption required  under  the  Internal
          Revenue  Code  or the regulations issued thereunder  to
          establish  that such Lender is not subject to deduction
          or withholding of United States federal income tax with
          respect  to  any payments to such Lender of  principal,
          interest,  fees or other amounts payable under  any  of
          the  Loan  Documents or (2) if such  Lender  is  not  a
          "bank"  or  other Person described in Section 881(c)(3)
          of  the Internal Revenue Code and cannot deliver either
          Internal Revenue Service Form 1001 or 4224 pursuant  to
          clause  (1)  above,  a Certificate re  Non-Bank  Status
          together  with two original copies of Internal  Revenue
          Service  Form  W-8  (or any successor  form),  properly
          completed  and  duly executed by such Lender,  together
          with  any  other certificate or statement of  exemption
          required under the Internal Revenue Code or the  regula
          tions  issued thereunder to establish that such  Lender
          is  not  subject to deduction or withholding of  United
          States  federal income tax with respect to any payments
          to  such  Lender of interest payable under any  of  the
          Loan Documents.

                     (b)   Each  Lender required to  deliver  any
          forms,  certificates or other evidence with respect  to
          United  States  federal income tax withholding  matters
          pursuant to subsection 2.7B(iii)(a) hereby agrees, from
          time  to time after the initial delivery by such Lender
          of such forms, certificates or other evidence, whenever
          a lapse in time or change in circumstances renders such
          forms,  certificates  or  other  evidence  obsolete  or
          inaccurate  in any material respect, such Lender  shall
          (1) deliver to Administrative Agent for transmission to
          Company  two  new  original copies of Internal  Revenue
          Service Form 1001 or 4224, or a Certificate re Non-Bank
          Status  and  two  original copies of  Internal  Revenue
          Service   Form  W-8,  as  the  case  may  be,  properly
          completed  and  duly executed by such Lender,  together
          with  any  other certificate or statement of  exemption
          required  in  order to confirm or establish  that  such
          Lender  is  not subject to deduction or withholding  of
          United  States  federal  income  tax  with  respect  to
          payments  to  such Lender under the Loan  Documents  or
          (2) immediately notify Administrative Agent and Company
          of   its   inability  to  deliver   any   such   forms,
          certificates  or other evidence; provided that  Company
          may  continue to rely on any form, certificate or other
          evidence   delivered  to  it  pursuant  to   subsection
          2.7B(iii)(a)  until  such  time  as  it  has   received
          information  pursuant  to this subsection  2.7B(iii)(b)
          that is intended to replace or supplant the information
          provided  on  any  such previously  delivered  form  or
          certificate.

                    (c)  Company shall not be required to pay any
          additional amount to any Non-US Lender under clause (c)
          of subsection 2.7B(ii) if such Lender shall have failed
          to satisfy the requirements of subsection 2.7B(iii)(a);
          provided that if such Lender shall have satisfied  such
          requirements on the Effective Date (in the case of each
          Lender listed on the signature pages hereof) or on  the
          date  of  the  Lender Assignment Agreement pursuant  to
          which  it  became a Lender (in the case of  each  other
          Lender), nothing in this subsection 2.7B(iii)(c)  shall
          relieve Company of its obligation to pay any additional
          amounts  pursuant to clause (c) of subsection  2.7B(ii)
          in  the  event that, as a result of any change  in  any
          applicable law, treaty or governmental rule, regulation
          or  order, or any change in the interpretation, adminis
          tration  or  application thereof,  such  Lender  is  no
          longer properly entitled to deliver forms, certificates
          or other evidence at a subsequent date establishing the
          fact that such Lender is not subject to withholding  as
          described in subsection 2.7B(iii)(a).

      C.    Capital  Adequacy Adjustment.  If  any  Lender  shall
reasonably  have  determined  that the  adoption,  effectiveness,
phase-in or applicability after the date hereof of any law,  rule
or  regulation  (or  any  provision  thereof)  regarding  capital
adequacy,  or  any  change therein or in  the  interpretation  or
administration  thereof  by any governmental  authority,  central
bank  or  comparable  agency charged with the  interpretation  or
administration  thereof, or compliance  by  any  Lender  (or  its
applicable  lending  office)  with  any  guideline,  request   or
directive  regarding capital adequacy (whether or not having  the
force of law) of any such governmental authority, central bank or
comparable  agency, has or would have the effect of reducing  the
rate  of  return on the capital of such Lender or any corporation
controlling  such Lender as a consequence of, or  with  reference
to,  such  Lender's Loans or Commitments or Letters of Credit  or
participations  therein  or  other  obligations  hereunder   with
respect  to the Loans or Letters of Credit to a level below  that
which  such  Lender  or such controlling corporation  could  have
achieved  but  for such adoption, effectiveness, phase-in,  appli
cability,  change  or compliance (taking into  consideration  the
policies  of  such  Lender or such controlling  corporation  with
regard to capital adequacy), then from time to time, within  five
Business  Days after receipt by Company from such Lender  of  the
statement referred to in the next sentence, Company shall pay  to
such  Lender such additional amount or amounts as will compensate
such Lender or such controlling corporation on an after-tax basis
for such reduction.  Such Lender shall deliver to Company (with a
copy  to Administrative Agent) a written statement, setting forth
in  reasonable detail the basis of the calculation  of  such  add
itional  amounts, which statement shall be conclusive and binding
upon all parties hereto absent manifest error.

2.8  Obligation of Lenders and Administrative Agent to Mitigate.

           Each  Lender and Administrative Agent agree  that,  as
promptly  as  practicable after the officer  of  such  Lender  or
Administrative Agent responsible for administering the  Loans  or
Letters  of Credit of such Lender or Administrative Agent becomes
aware  of  the  occurrence of an event  or  the  existence  of  a
condition  that  would cause such Lender to  become  an  Affected
Lender  or  that  would entitle such Lender to  receive  payments
under  subsection 2.6, subsection 2.7 or subsection 3.6, it will,
to the extent not inconsistent with the internal policies of such
Lender  or  Administrative  Agent and  any  applicable  legal  or
regulatory  restrictions, use reasonable  efforts  (i)  to  make,
issue,  fund or maintain the Commitment of such Lender or Adminis
trative  Agent  or the affected Loans of such Lender  or  Adminis
trative Agent through another lending or letter of credit  office
of  such Lender or Administrative Agent, or (ii) take such  other
measures  as such Lender or Administrative Agent may deem  reason
able,  if as a result thereof the circumstances which would cause
such  Lender  or  Administrative Agent to be an  Affected  Lender
would  cease to exist or the additional amounts which would other
wise  be  required  to be paid to such Lender  or  Administrative
Agent  pursuant to subsection 2.6, subsection 2.7  or  subsection
3.6  would  be materially reduced and if, as determined  by  such
Lender  or  Administrative  Agent in  its  sole  discretion,  the
making,  issuing,  funding or maintaining of such  Commitment  or
Loans  or Letters of Credit through such other lending or  letter
of  credit  office or in accordance with such other measures,  as
the  case may be, would not otherwise materially adversely affect
such Commitment or Loans or Letters of Credit or the interests of
such Lender or Administrative Agent; provided that such Lender or
Administrative Agent will not be obligated to utilize such  other
lending  or  letter of credit office pursuant to this  subsection
2.8  unless  Company  agrees  to pay all  reasonable  incremental
expenses  incurred by such Lender or Administrative  Agent  as  a
result of utilizing such other lending or letter of credit office
as described in clause (i) above.  A certificate as to the amount
of  any  such  expenses  payable  by  Company  pursuant  to  this
subsection 2.8 (setting forth in reasonable detail the basis  for
requesting  such  amount) submitted by  such  Lender  or  Adminis
trative  Agent  to Company (with a copy to Administrative  Agent)
shall be conclusive absent manifest error.


2.9  Replacement or Termination of Lenders.

           In  the event Company is required under the provisions
of  subsection  2.7  or subsection 3.6 to make  payments  to  any
Lender (a "Requiring Lender"), Company may, within 120 days after
the  date  any  notice  or demand requiring  such  payment  under
subsection 2.7 or subsection 3.6 is given and so long as no Event
of  Default  shall  have  occurred and be  continuing,  elect  to
terminate  such  Lender  as a party to this  Agreement;  provided
that,  concurrently  with such termination,  Company  either  (x)
voluntarily elects to terminate the Commitments of such Requiring
Lender and repays all principal, interest and other amounts  then
owed  to such Requiring Lender or (Y) solicits one or more  Eligi
ble  Assignees  that agree(s) to assume the Commitments  of  such
Requiring  Lender  and assume all obligations of  such  Requiring
Lender pursuant to a Lender Assignment Agreement.


                           SECTION 3.
                       LETTERS OF CREDIT

3.1  Issuance  of  Letters  of Credit and  Lenders'  Purchase  of
     Participations Therein.

      A.    Letters of Credit.  In addition to Company requesting
that Lenders make Revolving Loans pursuant to subsection 2.1A and
that  Swing Line Lender make Swing Line Loans pursuant to  subsec
tion 2.1B, Company may request, in accordance with the provisions
of  this subsection 3.1, from time to time during the period from
the  Effective Date to but excluding the fifth day prior  to  the
Commitment  Termination  Date,  that  the  Issuing  Lender  issue
Letters  of  Credit for the account of Company for  the  purposes
specified  in  the  definition  of  Standby  Letters  of  Credit.
Subject  to  the  terms and conditions of this Agreement  and  in
reliance  upon  the  representations and  warranties  of  Company
herein set forth, the Issuing Lender shall issue such Letters  of
Credit in accordance with the provisions of this subsection  3.1;
provided  that Company shall not request that the Issuing  Lender
issue (and the Issuing Lender shall not issue):

           (i)   any Letter of Credit if, after giving effect  to
     such  issuance,  the Total Utilization of Commitments  would
     exceed  the  Revolving Commitments then in effect  (and  the
     Issuing Bank shall not issue any Letter of Credit without  a
     confirmation  in  writing from Administrative  Agent  as  to
     compliance with the foregoing restriction);

           (ii)  any Letter of Credit if, after giving effect  to
     such  issuance,  the  Letter of Credit  Usage  would  exceed
     $1,000,000;

           (iii)      any  Letter of Credit having an  expiration
     date  later than the earlier of (a) five days prior  to  the
     Commitment  Termination Date and (b) the date which  is  one
     year  from  the date of issuance of such Letter  of  Credit;
     provided that the immediately preceding clause (b) shall not
     prevent  the Issuing Lender from agreeing that a  Letter  of
     Credit  will  automatically be  extended  for  one  or  more
     successive  periods not to exceed one year each  unless  the
     Issuing  Lender elects not to extend for any such additional
     period; or

           (iv)  any  Letter of Credit denominated in a  currency
     other than Dollars.

     B.   Mechanics of Issuance.

          (i)  Notice of Issuance.  Whenever Company desires
     the issuance of a Letter of Credit, it shall deliver to
     the  Issuing  Lender  (with a  copy  to  Administrative
     Agent)  an irrevocable Notice of Issuance of Letter  of
     Credit substantially in the form of Exhibit III annexed
     hereto no later than 10:00 A.M. (Pacific time) at least
     5 Business Days, or in each case such shorter period as
     may  be  agreed to by the Issuing Lender in any particu
     lar  instance,  in  advance of  the  proposed  date  of
     issuance.   The Notice of Issuance of Letter of  Credit
     shall  specify (a) the proposed date of issuance (which
     shall  be a Business Day), (b) the face amount  of  the
     Letter  of  Credit,   (c) the expiration  date  of  the
     Letter  of  Credit,  (d) the name and  address  of  the
     beneficiary, and (e) the verbatim text of the  proposed
     Letter  of  Credit or the proposed terms and conditions
     thereof,  including  a  precise  description   of   any
     documents and the verbatim text of any certificates  to
     be  presented by the beneficiary which, if presented by
     the  beneficiary prior to the expiration  date  of  the
     Letter  of Credit, would require the Issuing Lender  to
     make  payment under the Letter of Credit; provided that
     the  Issuing Lender, in its reasonable discretion,  may
     require  changes in the text of the proposed Letter  of
     Credit  or  any  such  documents or  certificates;  and
     provided,  further  that  no  Letter  of  Credit  shall
     require  payment against a conforming draft to be  made
     thereunder on the same business day (under the laws  of
     the  jurisdiction in which the office  of  the  Issuing
     Lender  to which such draft is required to be presented
     is  located)  that  such draft  is  presented  if  such
     presentation is made after 10:00 A.M. (in the time zone
     of  such office of the Issuing Lender) on such business
     day.

                Company shall notify the Issuing Lender  (with  a
     copy  to Administrative Agent) prior to the issuance of  any
     Letter  of  Credit in the event that any of the  matters  to
     which  Company  is  required to certify  in  the  applicable
     Notice of Issuance of Letter of Credit is no longer true and
     correct  as of the proposed date of issuance of such  Letter
     of  Credit,  and upon the issuance of any Letter  of  Credit
     Company shall be deemed to have re-certified, as of the date
     of  such  issuance, as to the matters to  which  Company  is
     required to certify in the applicable Notice of Issuance  of
     Letter of Credit.

           (ii)  Issuance of Letter of Credit.  Upon satisfaction
     or  waiver  (in  accordance with  subsection  10.6)  of  the
     conditions  set forth in subsection 4.4, the Issuing  Lender
     shall  issue  the requested Letter of Credit  in  accordance
     with Issuing Lender's standard operating procedures.

           (iii)      Notification to Lenders.  Upon the issuance
     of   any  Letter  of  Credit  Issuing  Lender  shall  notify
     Administrative Agent and each other Lender of such issuance,
     which  notice shall be accompanied by a copy of such  Letter
     of  Credit.  Promptly after receipt of such notice  (or,  if
     Administrative  Agent is the Issuing Lender,  together  with
     such  notice, Administrative Agent shall notify each  Lender
     of  the amount of such Lender's respective participation  in
     such   Letter  of  Credit,  determined  in  accordance  with
     subsection 3.1C.

           (iv) Reports to Lenders.  Within 15 days after the end
     of  each  calendar  quarter  of  Company  ending  after  the
     Effective  Date, so long as any Letter of Credit shall  have
     been  outstanding during such calendar quarter, the  Issuing
     Lender  shall deliver to each other Lender a report  setting
     forth  the  average for such calendar quarter of  the  daily
     maximum  amount available to be drawn under the  Letters  of
     Credit  issued  by the Issuing Lender that were  outstanding
     during such calendar quarter.

      C.    Lenders'  Purchase of Participations  in  Letters  of
Credit.   Immediately upon the issuance of each Letter of Credit,
each  Lender  shall  be  deemed to, and hereby  agrees  to,  have
irrevocably  purchased from Administrative Agent a  participation
in  such  Letter of Credit and drawings thereunder in  an  amount
equal to such Lender's Pro Rata Share of the maximum amount which
is or at any time may become available to be drawn thereunder.

      D.    Existing Letters of Credit.  Each Existing Letter  of
Credit outstanding on the Effective Date shall be deemed to be  a
Letter of Credit hereunder.

3.2  Letter of Credit Fees.

           Company  agrees  to  pay the following  amounts   with
respect to Letters of Credit issued hereunder:

           (i)   on  the  date of issuance and of each  extension
     thereof  of  each  Letter of Credit,  (a)  a  non-refundable
     letter  of  credit fee, payable to Administrative Agent  for
     the  account of Lenders, equal to 1.00% per annum and (b)  a
     non-refundable  fronting  letter  of  credit  fee,   payable
     directly to the Issuing Lender for its own account equal  to
     the  greater  of  (x) 0.25% per annum of the maximum  amount
     available  to be drawn under such Letter of Credit  and  (y)
     $500,  in each case computed on the basis of a 360 day  year
     for the actual number of days in the term of such Letter  of
     Credit, including any extension thereof.

           (ii) with respect to the amendment or transfer of each
     Letter  of Credit and each drawing made thereunder  (without
     duplication  of  the fees payable under clause  (i)  above),
     documentary and processing charges payable directly  to  the
     issuing  Lender for its own account in accordance  with  the
     Issuing  lender's  standard schedule  for  such  charges  in
     effect at the time of such issuance, amendment, transfer  or
     drawing,  as the case may be and, to the extent  such  amend
     ment  increases  the maximum amount available  to  be  drawn
     under  any  such Letter of Credit, increased fees  in  accor
     dance  with  the  formula set forth in subsection  3.2(i)(a)
     above.

Promptly  upon  receipt by Administrative  Agent  of  any  amount
described in clause (i)(a) of this subsection 3.2, Administrative
Agent shall distribute to each other Lender its Pro Rata Share of
such amount.

3.3  Drawings and Reimbursement of Amounts Drawn Under Letters of
     Credit.

      A.   Responsibility of Administrative Agent With Respect to
Drawings.  In determining whether to honor any drawing under  any
Letter  of Credit by the beneficiary thereof, the Issuing  Lender
shall  be  responsible only to determine that the  documents  and
certificates required to be delivered under such Letter of Credit
have  been delivered and that they comply on their face with  the
requirements of such Letter of Credit.

     B.   Reimbursement by Company of Amounts Drawn Under Letters
of  Credit.   In  the event the Issuing Lender has determined  to
honor  a  drawing  under a Letter of Credit  issued  by  it,  the
Issuing  Lender shall immediately notify Company and (unless  the
Issuing Letter is Administrative Agent) Administrative Agent, and
Company  shall  reimburse Administrative Agent on or  before  the
Business Day immediately following the date on which such drawing
is honored (the "Reimbursement Date") in an amount in Dollars and
in  same  day funds equal to the amount of such drawing; provided
that,  anything  contained  in this  Agreement  to  the  contrary
notwithstanding,  (i) unless Company shall have notified  Adminis
trative  Agent and the Issuing Lender prior to 8:30 A.M. (Pacific
time)  on  the  date  of  such drawing that  Company  intends  to
reimburse the Issuing Lender for the amount of such drawing  with
funds  other than the proceeds of Revolving Loans, Company  shall
be  deemed  to  have  given  a  timely  Notice  of  Borrowing  to
Administrative Agent requesting Lenders to make Base  Rate  Loans
on  the  Reimbursement Date in an amount in Dollars equal to  the
amount of such drawing and (ii) subject to satisfaction or waiver
of the conditions specified in subsection 4.4B, Lenders shall, on
the  Reimbursement Date, make Base Rate Loans in  the  amount  of
such drawing, the proceeds of which shall be applied directly  by
Administrative  Agent  to reimburse the Issuing  Lender  for  the
amount  of  such drawing; and provided, further that if  for  any
reason  proceeds  of  Revolving Loans are  not  received  by  the
Issuing  Lender on the Reimbursement Date in an amount  equal  to
the  amount of such drawing, Company shall reimburse the  Issuing
Lender,  on demand, in an amount in same day funds equal  to  the
excess of the amount of such drawing over the aggregate amount of
such Revolving Loans, if any, which are so received.  Nothing  in
this  subsection 3.3B shall be deemed to relieve any Lender  from
its  obligation  to make Revolving Loans on the terms  and  condi
tions  set forth in this Agreement, and Company shall retain  any
and  all rights it may have against any Lender resulting from the
failure  of  such Lender to make such Revolving Loans under  this
subsection 3.3B.

      C.    Payment  by  Lenders of Unreimbursed  Drawings  Under
Letters of Credit.

           (i)   Payment  by Lenders.  In the event that  Company
     shall fail for any reason to reimburse the Issuing Lender as
     provided in subsection 3.3B in an amount equal to the amount
     of  any drawing honored by the Issuing Lender under a Letter
     of  Credit  issued by it, the Issuing Lender shall  promptly
     notify each other Lender of the unreimbursed amount of  such
     drawing  and of such other Lender's respective participation
     therein based on such Lender's Pro Rata Share.  Each  Lender
     shall  make available to the Issuing Lender an amount  equal
     to  its respective participation, in Dollars and in same day
     funds, at the office of the Issuing Lender specified in such
     notice, not later than 1:30 P.M. (Pacific time) on the first
     business  day (under the laws of the jurisdiction  in  which
     such office of the Issuing Lender is located) after the date
     notified  by  the  Issuing Lender.  In the  event  that  any
     Lender  fails to make available to Administrative  Agent  on
     such  business day the amount of such Lender's participation
     in  such  Letter  of Credit as provided in  this  subsection
     3.3C,  the Issuing Lender shall be entitled to recover  such
     amount  on  demand from such Lender together  with  interest
     thereon  at the rate customarily used by the Issuing  Lender
     for  the correction of errors among banks for three Business
     Days  and  thereafter  at the Base Rate.   Nothing  in  this
     subsection  3.3C shall be deemed to prejudice the  right  of
     any  Lender  to recover from the Issuing Lender any  amounts
     made available by such Lender to the Issuing Lender pursuant
     to  this  subsection 3.3C in the event that it is determined
     by  the  final judgment of a court of competent jurisdiction
     that  the payment with respect to a Letter of Credit by  the
     Issuing Lender in respect of which payment was made by  such
     Lender constituted gross negligence or willful misconduct on
     the part of the Issuing Lender.

          (ii) Distribution to Lenders of Reimbursements Received
     From  Company.  In the event the Issuing Lender  shall  have
     been  reimbursed  by  other Lenders pursuant  to  subsection
     3.3C(i) for all or any portion of any drawing honored by the
     Issuing  Lender under a Letter of Credit issued by  it,  the
     Issuing  Lender shall distribute to each other Lender  which
     has  paid all amounts payable by it under subsection 3.3C(i)
     with  respect to such drawing such other Lender's  Pro  Rata
     Share  of all payments subsequently received by the  Issuing
     Lender  from  Company in reimbursement of such drawing  when
     such payments are received.  Any such distribution shall  be
     made to a Lender at its primary address set forth below  its
     name  on  the appropriate signature page hereof or  at  such
     other address as such Lender may request.

     D.   Interest on Amounts Drawn Under Letters of Credit.

          (i)  Payment of Interest by Company.  Company agrees to
     pay  to  the  Issuing Lender, with respect to drawings  made
     under  any Letters of Credit issued by it, interest  on  the
     amount  paid by the Issuing Lender in respect of  each  such
     drawing  from the date of such drawing to but excluding  the
     date  such  amount is reimbursed by Company  (including  any
     such  reimbursement out of the proceeds of  Revolving  Loans
     pursuant to subsection 3.3B) at a rate equal to (a) for  the
     period  from  the date of such drawing to but excluding  the
     Reimbursement  Date,  the rate then  in  effect  under  this
     Agreement  with  respect to Base Rate Loans  and  (b)  there
     after, a rate which is 2% per annum in excess of the rate of
     interest otherwise payable under this Agreement with respect
     to  Base Rate Loans that.  Interest payable pursuant to this
     subsection 3.3D(i) shall be computed on the basis of a  360-
     day year for the actual number of days elapsed in the period
     during  which it accrues and shall be payable on demand  or,
     if  no  demand  is  made, on the date on which  the  related
     drawing under a Letter of Credit is reimbursed in full.

           (ii)  Distribution of Interest Payments by the Issuing
     Lender.  Promptly upon receipt by the Issuing Lender of  any
     payment  of  interest  pursuant to subsection  3.3D(i)  with
     respect to a drawing under a Letter of Credit issued by  it,
     (a)  the  Issuing  Lender  shall distribute  to  each  other
     Lender,  out of the interest received by the Issuing  Lender
     in  respect  of the period from the date of such drawing  to
     but  excluding  the  date on which  the  Issuing  Lender  is
     reimbursed  for  the amount of such drawing  (including  any
     such  reimbursement out of the proceeds of  Revolving  Loans
     pursuant  to  subsection 3.3B), the amount that  such  other
     Lender would have been entitled to receive in respect of the
     letter of credit fee that would have been payable in respect
     of  such  Letter  of  Credit for  such  period  pursuant  to
     subsection 3.2 if no drawing had been made under such Letter
     of  Credit,  and (b) in the event the Issuing  Lender  shall
     have been reimbursed by other Lenders pursuant to subsection
     3.3C(i)  for all or any portion of such drawing, the Issuing
     Lender shall distribute to each other Lender which has  paid
     all  amounts  payable  by it under subsection  3.3C(i)  with
     respect  to such drawing such other Lender's Pro Rata  Share
     of any interest received by the Issuing Lender in respect of
     that  portion of such drawing so reimbursed by other Lenders
     for  the  period  from the date on which  such  the  Issuing
     Lender  was so reimbursed by other Lenders to and  including
     the date on which such portion of such drawing is reimbursed
     by Company.  Any such distribution shall be made to a Lender
     at  its  primary  address set forth below its  name  on  the
     appropriate  signature page hereof or at such other  address
     as such Lender may request.

3.4  Obligations Absolute.

           The  obligation  of Company to reimburse  the  Issuing
Lender for drawings made under the Letters of Credit issued by it
and  to  repay  any Revolving Loans made by Lenders  pursuant  to
subsection  3.3B and the obligations of Lenders under  subsection
3.3C(i) shall be unconditional and irrevocable and shall be  paid
strictly in accordance with the terms of this Agreement under all
circumstances   including,  without  limitation,  the   following
circumstances:

           (i)   any  lack of validity or enforceability  of  any
     Letter of Credit;

           (ii)  the existence of any claim, set-off, defense  or
     other right which Company or any Lender may have at any time
     against  a  beneficiary or any transferee of any  Letter  of
     Credit  (or any Persons for whom any such transferee may  be
     acting),  the  Issuing Lender or other Lender or  any  other
     Person or, in the case of a Lender, against Company, whether
     in  connection with this Agreement, the transactions  contem
     plated  herein  or any unrelated transaction (including  any
     underlying  transaction  between  Company  or  one  of   its
     Subsidiaries  and the beneficiary for which  any  Letter  of
     Credit was procured);

           (iii)      any  draft,  demand, certificate  or  other
     document presented under any Letter of Credit proving to  be
     forged,  fraudulent, invalid or insufficient in any  respect
     or  any statement therein being untrue or inaccurate in  any
     respect;

           (iv) payment by the Issuing Lender under any Letter of
     Credit  against presentation of a demand, draft  or  certifi
     cate  or other document which does not comply with the terms
     of such Letter of Credit;

           (v)   any  adverse change in the business, operations,
     properties,  assets, condition (financial or  otherwise)  or
     prospects of Company or any of its Subsidiaries;

           (vi)  any  breach of this Agreement or any other  Loan
     Document by any party thereto;

            (vii)       any   other  circumstance  or   happening
     whatsoever, whether or not similar to any of the  foregoing;
     or

           (viii)     the  fact that an Event  of  Default  or  a
     Potential  Event  of  Default shall  have  occurred  and  be
     continuing;

provided, in each case, that payment by the Issuing Lender  under
the  applicable Letter of Credit shall not have constituted gross
negligence or willful misconduct of the Issuing Lender under  the
circumstances in question (as determined by a final judgment of a
court of competent jurisdiction).

3.5  Indemnification; Nature of the Issuing Lender's Duties.

      A.    Indemnification.  In addition to amounts  payable  as
provided  in  subsection 3.6, Company hereby agrees  to  protect,
indemnify,  pay  and save harmless the Issuing  Lender  from  and
against  any  and  all  claims,  demands,  liabilities,  damages,
losses,  costs, charges and expenses (including reasonable  fees,
expenses  and  disbursements of counsel and  Allocated  Costs  of
Internal  Counsel)  which the Issuing  Lender  may  incur  or  be
subject  to  as  a consequence, direct or indirect,  of  (i)  the
issuance  of  any Letter of Credit by the Issuing  Lender,  other
than  as  a result of (a) the gross negligence or willful  miscon
duct of the Issuing Lender as determined by a final judgment of a
court  of  competent jurisdiction or (b) subject to the following
clause  (ii), the wrongful dishonor by the Issuing  Lender  of  a
proper  demand for payment made under any Letter of Credit issued
by  it  or  (ii)  the failure of the Issuing Lender  to  honor  a
drawing under any such Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or  future
de  jure  or  de facto government or governmental authority  (all
such acts or omissions herein called "Governmental Acts").

      B.    Nature  of the Issuing Lender's Duties.   As  between
Company and the Issuing Lender, Company assumes all risks of  the
acts  and omissions of, or misuse of the Letters of Credit issued
by  the  Issuing Lender by, the respective beneficiaries of  such
Letters of Credit.  In furtherance and not in limitation  of  the
foregoing,  the  Issuing  Lender shall not  be  responsible  for:
(i)  the  form,  validity, sufficiency, accuracy, genuineness  or
legal effect of any document submitted by any party in connection
with  the  application for and issuance of  any  such  Letter  of
Credit,  even  if it should in fact prove to be  in  any  or  all
respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii)  the  validity or sufficiency of any instrument transferring
or  assigning or purporting to transfer or assign any such Letter
of  Credit  or  the  rights or benefits  thereunder  or  proceeds
thereof,  in whole or in part, which may prove to be  invalid  or
ineffective  for any reason; (iii) failure of the beneficiary  of
any  such  Letter of Credit to comply fully with  any  conditions
required   in  order  to  draw  upon  such  Letter   of   Credit;
(iv)  errors,  omissions, interruptions or delays in transmission
or  delivery of any messages, by mail, cable, telegraph, telex or
otherwise,  whether  or  not they be in  cipher;  (v)  errors  in
interpretation of technical terms; (vi) any loss or delay in  the
transmission or otherwise of any document required  in  order  to
make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any  such
Letter of Credit of the proceeds of any drawing under such Letter
of  Credit; or (viii) any consequences arising from causes beyond
the  control of the Issuing Lender, including without  limitation
any  Governmental  Acts, and none of the above  shall  affect  or
impair,  or  prevent the vesting of, any of the Issuing  Lender's
rights or powers hereunder.

           In furtherance and extension and not in limitation  of
the  specific provisions set forth in the first paragraph of this
subsection  3.5B,  any  action taken or omitted  by  the  Issuing
Lender  under or in connection with the Letters of Credit  issued
by  it or any documents and certificates delivered thereunder, if
taken  or omitted in good faith, shall not put the Issuing Lender
under any resulting liability to Company.

           Notwithstanding anything to the contrary contained  in
this  subsection 3.5, Company shall retain any and all rights  it
may  have  against  the Issuing Lender for any liability  arising
solely out of the gross negligence or willful misconduct of  such
the  Issuing Lender, as determined by a final judgment of a court
of competent jurisdiction.

3.6  Increased Costs and Taxes Relating to Letters of Credit.

           In  the  event that the Issuing Lender or  any  Lender
shall  determine  (which  determination  shall,  absent  manifest
error,  be  final  and conclusive and binding  upon  all  parties
hereto) that any law, treaty or governmental rule, regulation  or
order,  or  any change therein or in the interpretation,  adminis
tration or application thereof (including the introduction of any
new  law,  treaty or governmental rule, regulation or order),  or
any  determination of a court or governmental authority, in  each
case  that becomes effective after the date hereof, or compliance
by  the Issuing Lender or Lenders with any guideline, request  or
directive  issued or made after the date hereof  by  any  central
bank   or  other  governmental  or  quasi-governmental  authority
(whether or not having the force of law):

          (i)  subjects the Issuing Lender or such Lender (or its
     applicable lending or letter of credit office) to  any  addi
     tional Tax (other than any Tax on the overall net income  of
     the  Issuing Lender or such Lender) with respect to the issu
     ing  or  maintaining of any Letters of Credit or the purchas
     ing  or  maintaining of any participations  therein  or  any
     other obligations under this Section 3, whether directly  or
     by such being imposed on or suffered by the Issuing Lender;

           (ii) imposes, modifies or holds applicable any reserve
     (including   without  limitation  any  marginal,  emergency,
     supplemental,  special or other reserve),  special  deposit,
     compulsory  loan, FDIC insurance or similar  requirement  in
     respect  of  any  Letters of Credit issued  by  the  Issuing
     Lender or participations therein purchased by any Lender; or

           (iii)     imposes any other condition (other than with
     respect to a Tax matter) on or affecting the Issuing  Lender
     or  such  Lender  (or its applicable lending  or  letter  of
     credit  office) regarding this Section 3 or  any  Letter  of
     Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to
the  Issuing Lender or such Lender of agreeing to issue,  issuing
or  maintaining  any  Letter of Credit or agreeing  to  purchase,
purchasing or maintaining any participation therein or to  reduce
any  amount received or receivable by the Issuing Lender or  such
Lender  (or  its  applicable lending or letter of credit  office)
with  respect thereto; then, in any case, Company shall  promptly
pay  to  the Issuing Lender or such Lender, upon receipt  of  the
statement  referred  to  in  the next sentence,  such  additional
amount  or amounts as may be necessary to compensate the  Issuing
Lender or such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.  the Issuing Lender  or
such Lender shall deliver to Company a written statement, setting
forth  in  reasonable detail the basis for calculating  the  addi
tional  amounts owed to the Issuing Lender or such  Lender  under
this  subsection  3.6, which statement shall  be  conclusive  and
binding upon all parties hereto absent manifest error.


                           SECTION 4.
                  CONDITIONS TO EFFECTIVENESS;
           CONDITIONS TO LOANS AND LETTERS OF CREDIT

4.1  Conditions to Effectiveness.

           This  Agreement shall become effective only  upon  the
satisfaction  or  written  waiver by  Requisite  Lenders  of  the
following  conditions  precedent, which  satisfaction  or  waiver
shall   be  confirmed  in  writing  on  the  Effective  Date   by
Administrative Agent to Company:

      A.    Company Documents.  On or before the Effective  Date,
Company shall deliver or cause to be delivered to Lenders (or  to
Administrative  Agent  for  Lenders  with  sufficient  originally
executed  copies,  where appropriate, for  each  Lender  and  its
counsel)  the following, each, unless otherwise noted, dated  the
Effective Date:

            (i)   Certified  copies  of  its  charter  documents,
     together with a good standing certificate from the Secretary
     of  State of the State of Nevada and each state in which  it
     is qualified as a foreign corporation to do business and, to
     the  extent  generally  available, a  certificate  or  other
     evidence  of  good standing as to payment of any  applicable
     franchise  or  similar  taxes from  the  appropriate  taxing
     authority  of each of such states, each dated a recent  date
     prior to the Effective Date;

           (ii)  Copies  of  its  Bylaws,  certified  as  of  the
     Effective Date by its secretary or an assistant secretary;

            (iii)      Resolutions  of  its  Board  of  Directors
     approving  and  authorizing  the  execution,  delivery   and
     performance  of  this  Agreement  and  the  other  New  Loan
     Documents  to  which  it is a party,  certified  as  of  the
     Effective Date by its secretary or an assistant secretary as
     being  in  full  force  and effect without  modification  or
     amendment;

           (iv)  Signature  and  incumbency certificates  of  its
     officers  executing this Agreement and the  other  New  Loan
     Documents to which it is a party;

           (v)   Executed originals of this Agreement, the  Notes
     drawn  to the order of each Lender and Swing Line Lender  if
     requested  by  such  Lender or Swing Line  Lender  and  with
     appropriate insertions, the Acknowledgement and Confirmation
     and the other New Loan Documents to which it is a party; and

           (vi) Such other documents as Administrative Agent  may
     reasonably request.

     B.   Loan Party Documents.  On or before the Effective Date,
each Loan Party shall deliver or cause to be delivered to Lenders
(or   to   Administrative  Agent  for  Lenders  with   sufficient
originally  executed copies, where appropriate, for  each  Lender
and  its  counsel)  the following, each, unless otherwise  noted,
dated the Effective Date:

          (i)  Certified copies of its Certificate or Articles of
     Incorporation,  Formation or Organization or  other  charter
     documents,  together with a good standing  certificate  from
     the Secretary of State of the state of its incorporation and
     each  other  state  in which it is qualified  as  a  foreign
     corporation  to  do  business and, to the  extent  generally
     available, a certificate or other evidence of good  standing
     as  to  payment of any applicable franchise or similar taxes
     from  the  appropriate  taxing authority  of  each  of  such
     states,  each  dated a recent date prior  to  the  Effective
     Date;

           (ii)  Copies  of its Bylaws, Operating  Agreements  or
     Partnership  Agreements,  if  any,  certified  as   of   the
     Effective  Date by its corporate secretary or  an  assistant
     secretary;

           (iii)      Resolutions or unanimous  consents  of  its
     Board  of  Directors,  partners  or  members  approving  and
     authorizing the execution, delivery and performance  of  the
     New  Loan Documents to which it is a party, certified as  of
     the  Effective  Date  by  its  corporate  secretary  or   an
     assistant  secretary  as  being in  full  force  and  effect
     without modification or amendment;

           (iv)  Signature  and  incumbency certificates  of  its
     officers executing the New Loan Documents to which it  is  a
     party;

           (v)   Executed originals of the New Loan Documents  to
     which it is a party; and

           (vi) Such other documents as Administrative Agent  may
     reasonably request.

       C.    Corporate  and  Capital  Structure.   The  corporate
organizational structure of Company and its Subsidiaries shall be
as set forth on Schedule 4.1(c) annexed hereto.

      D.    Opinions  of  Company's Counsel.  Lenders  and  their
respective  counsel  shall have received (i) originally  executed
copies  of  the  favorable written opinion  of  Morgan,  Lewis  &
Bockius   LLP,  counsel  for  Company,  in  form  and   substance
reasonably satisfactory to Administrative Agent and its  counsel,
dated  as  of  the Effective Date and setting forth substantially
the  matters  in the opinions designated in Exhibit  VII  annexed
hereto  and  as  to  such other matters as  Administrative  Agent
acting   on   behalf  of  Lenders  may  reasonably  request   and
(ii)   opinions  from  special  counsel  to  Company   (including
admiralty counsel) with respect to such matters governed  by  the
laws  of  the  states  of Nevada, Illinois, Louisiana,  Missouri,
Kentucky  and  New  Jersey and by maritime law as  Administrative
Agent acting on behalf of Lenders may reasonably request.

      E.    Opinions of Administrative Agent's Counsel.   Lenders
shall  have  received originally executed copies of one  or  more
favorable  written opinions of O'Melveny & Myers LLP, counsel  to
Administrative   Agent,   dated  as  of   the   Effective   Date,
substantially in the form of Exhibit VIII annexed hereto  and  as
to such other matters as Administrative Agent acting on behalf of
Lenders may reasonably request.

      F.   Flood Insurance.  Administrative Agent shall have been
provided with satisfactory evidence, which may be in the form  of
a  letter from an insurance broker, municipal engineer, or  other
knowledgeable  source unaffiliated with Company,  as  to  whether
(a)  any  of  the Premises that are subject to the  Lien  of  any
Mortgage  are located in an area designated by the Department  of
Housing and Urban Development as having special flood or mudslide
hazards,  and  (b)  any of the communities in which  any  of  the
Facilities  are  located is participating in the  National  Flood
Insurance  Program.  If both of the aforesaid  conditions  exist,
Administrative Agent shall receive satisfactory policies of flood
insurance covering the applicable Improvements as required by the
Flood Act.

      G.    Perfection of Security Interests.  Loan Parties shall
have taken or caused to be taken such actions in such a manner so
that  Administrative Agent, on behalf of Lenders, or the Trustee,
solely  for  the benefit of Administrative Agent,  on  behalf  of
Lenders, as the case may be, each has a valid and perfected first
priority security interest (subject only to Liens permitted under
subsection 7.2) in all Collateral in which a Lien is purported to
be  granted  by  the  Collateral Documents.  Such  actions  shall
include, without limitation, the following:

           (i)   the  receipt by Administrative Agent of evidence
     satisfactory  to it that amendments ("Mortgage  Amendments")
     to  each  Mortgage  heretofore executed and  delivered  with
     respect to the Louisiana Facilities, the Illinois Facilities
     and the Louisiana Hotel Facilities (such Mortgages being the
     "Existing  Mortgages") have been executed  and  acknowledged
     and  will  be  recorded  in  all  jurisdictions  as  may  be
     necessary  or,  in  the  opinion  of  Administrative  Agent,
     desirable to effectively create or maintain in effect  valid
     and  perfected Liens (subject only to Liens permitted  under
     subsection  7.2) created by the Existing Mortgages  securing
     the  Obligations, as such Obligations have been  amended  or
     modified by this Agreement;

           (ii)  the receipt by Administrative Agent of  evidence
     satisfactory   to   it  that  amendments   ("Ship   Mortgage
     Amendments")  to each Ship Mortgage heretofore executed  and
     delivered  with  respect  to the  Louisiana  Ships  and  the
     Illinois Ships (such Ship Mortgages being the "Existing Ship
     Mortgages") have been executed and acknowledged and will  be
     recorded in all jurisdictions as may be necessary or, in the
     opinion  of  Administrative Agent, desirable to  effectively
     create  or  maintain  in effect valid  and  perfected  Liens
     (subject  only  to  Liens permitted  under  subsection  7.2)
     created   by  the  Existing  Ship  Mortgages  securing   the
     Obligations,  as  such  Obligations  have  been  amended  or
     modified by this Agreement; and

           (iii)      the  receipt  by  Administrative  Agent  of
     evidence   satisfactory  to  it  that  all  other   filings,
     recordings  and  other  actions Administrative  Agent  deems
     necessary  or advisable to establish, preserve  and  perfect
     the  first  priority Liens (subject only to Liens  permitted
     under subsection 7.2) granted to Administrative Agent in the
     Collateral   (including,   without  limitation,   Collateral
     subject to the Lien of any Collateral Document executed  and
     delivered  pursuant to the Existing Credit Agreement)  shall
     have been made.

      H.    Amendments  to  Title Policies.  Lenders  shall  have
received  confirmation  from the Title  Company  that  the  Title
Company  will  issue endorsements to, or rewrites of,  the  Title
Policies over all Liens other than Liens previously identified in
and  excluded  from  the  coverage of  the  Title  Policies,  and
otherwise providing the Lenders with the same types and levels of
insurance provided in the Title Policies.

      I.    Necessary Consents.  On or before the Effective Date,
each  Loan  Party  shall  have obtained  all  consents  that  are
required  for the operation of the Facilities, in each case,  and
the  transactions contemplated under this Agreement and the other
Loan  Documents  of  (i)  Illinois Gaming Authorities,  Louisiana
Gaming   Authorities,  Missouri  Gaming  Authorities  and   other
Governmental Authorities and (ii) any Person required  under  any
Contractual Obligation of any Loan Party, all of the foregoing in
form and substance satisfactory to Administrative Agent.

      J.   Interest and Certain Fees.  Company shall have paid to
Administrative  Agent,  for  distribution  (as  appropriate)   to
Administrative Agent and Lenders, all accrued and unpaid interest
and  fees  under  the Existing Credit Agreement  payable  on  the
Effective Date as provided in subsection 2.3B(iii).

     K.   [omitted]

     L.   [omitted]

       M.     Payment  of  Amounts  owed  under  Existing  Credit
Agreement.  Company shall have paid to Administrative  Agent  for
distribution  to the Lenders under the Existing Credit  Agreement
(i)  all  interest and commitment fees that have accrued  through
the  Effective  Date,  (ii)  all  accrued  and  unpaid  fees  and
commissions  with respect to all Existing Letters of Credit  that
have  accrued through the Effective Date and (iii) all other fees
and  amounts owed under the Existing Credit Agreement (other than
the  principal amount of the Loans that shall continue to be owed
hereunder and under the Notes).

      N.     Repayment  of  Existing  Revolving  Loans.   On  the
Effective  Date,  concurrently with any  borrowing  of  Revolving
Loans made on the Effective Date, Company (i) shall repay in full
all  Existing  Revolving Loans owed to each Noncontinuing  Lender
and (ii) shall repay Existing Revolving Loans owed to each Lender
in  amounts such that, after giving effect thereto, the Revolving
Loans  of each Lender shall be in an amount directly proportional
to   such  Lender's  Pro  Rata  Share  of  all  Revolving   Loans
outstanding  after giving effect to such repayment.    Each  such
repayment  shall  be made together with all interest  accrued  on
such Existing Revolving Loans to the date of repayment.

      O.    Administrative Agent's Counsel Fees.   Company  shall
have  paid  the reasonable fees and disbursements of  counsel  to
Administrative Agent.

      P.    Administrative Agent's Fees.  Company shall have paid
to Administrative Agent the fees set forth in that certain letter
agreement  between  the Administrative Agent  and  Company  dated
February 17, 1998.

      Q.   No Material Adverse Effect.  Since March 31, 1997,  no
Material  Adverse  Effect (in the sole opinion  of  each  Lender)
shall have occurred.

       R.     Representations  and  Warranties;  Performance   of
Agreements.  Company shall have delivered to Administrative Agent
an  Officers' Certificate, in form and substance satisfactory  to
Administrative Agent, to the effect that the representations  and
warranties in Section 5 hereof are true, correct and complete  on
and as of the Effective Date to the same extent as though made on
and  as  of  that date and that Company shall have performed  all
agreements  and  satisfied all conditions  which  this  Agreement
provides  shall be performed or satisfied by it on or before  the
Effective Date except as otherwise disclosed to and agreed to  in
writing by Administrative Agent and each Lender.

      S.    Completion of Proceedings.  All corporate  and  other
proceedings  taken  or  to  be  taken  in  connection  with   the
transactions  contemplated hereby and  all  documents  incidental
thereto not previously found acceptable by Administrative  Agent,
acting   on  behalf  of  Lenders,  and  its  counsel   shall   be
satisfactory  in form and substance to Administrative  Agent  and
such  counsel,  and Administrative Agent and such  counsel  shall
have  received all such counterpart originals or certified copies
of such documents as Administrative Agent may reasonably request.

       T.     Delivery   of  Pricing  Determination  Certificate.
Administrative Agent shall have received a Pricing  Determination
Certificate  calculated  utilizing  the  most  recent   financial
statements  delivered to Administrative Agent under the  Existing
Credit Agreement.

     U.   Appraisals.    Administrative Agent shall have received
appraisals   in   form,  scope  and  substance  satisfactory   to
Administrative  Agent  concerning the  real  property  Collateral
securing  the  Loans, in each case to the extent  required  under
applicable  laws and regulations as determined by  Administrative
Agent in its discretion.

      V.    Leases.   Administrative Agent  shall  have  received
complete  copies  of  all leases for any of  the  properties  and
facilities  comprising all or any portion of the Facilities  that
are  leased  by Company or any of its Subsidiaries in  each  case
entered  into  after December 16, 1996, and a "landlord  estoppel
certificate"  for  such leases (other than with  respect  to  the
lease  referred to in subsection 5.5A(iii)), certifying  that  no
defaults  by the lessee currently exist under any such lease  and
confirming, among other things, the annual rental amount paid  by
Company or its Subsidiaries to lessor thereunder.

      W.    Governmental  Authorizations.   Administrative  Agent
shall  have received satisfactory evidence that Company  and  its
Subsidiaries   have  obtained  all  Governmental   Authorizations
(including, without limitation, Governmental Authorizations  from
Gaming   Authorities  and  all  zoning  approvals,   special   or
conditional  use  permits, variances, permits,  licenses,  liquor
licenses, certificates of occupancy and franchises) necessary  to
permit the use, occupancy and operation of each of the Facilities
presently  in  operation or necessary for Company  to  amend  and
restate  the Existing Credit Agreement pursuant to this Agreement
and  for  Loan  Parties to perform the transactions  contemplated
hereby.

      X.   No Disruption of Financial and Capital Markets.  There
shall  have been no material adverse change after the date hereof
in  the  syndication  markets for credit  facilities  similar  in
nature  to  the Loans, and there shall not have occurred  and  be
continuing a material disruption of or material adverse change in
the  financial,  banking or capital markets that  would  have  an
adverse  effect  on  such syndication market,  in  each  case  as
determined by Administrative Agent in its sole discretion.

      Y.    Effective Date.  The Effective Date is on  or  before
March 31, 1998.

4.2  [omitted].

4.3  [omitted].

4.4  Conditions to All Loans.

           The obligations of Lenders to make Revolving Loans and
of  Swing  Line Lender to make Swing Line Loans on  each  Funding
Date are subject to the following further conditions precedent:

      A.    Administrative Agent shall have received before  that
Funding  Date,  in accordance with the provisions  of  subsection
2.1C,  an  originally executed Notice of Borrowing, in each  case
signed  by  the  chief  executive officer,  the  chief  financial
officer  or the treasurer of Company or by any executive  officer
of  Company designated by any of the above-described officers  on
behalf of Company in a writing delivered to Administrative Agent.

     B.   As of that Funding Date:

           (i)   The  representations  and  warranties  contained
     herein  and  in  the  other Loan Documents  shall  be  true,
     correct and complete in all material respects on and  as  of
     that  Funding Date to the same extent as though made on  and
     as  of  that date, except to the extent such representations
     and  warranties specifically relate to an earlier  date,  in
     which  case  such representations and warranties shall  have
     been true, correct and complete in all material respects  on
     and as of such earlier date;

           (ii) No event shall have occurred and be continuing or
     would   result  from  the  consummation  of  the   borrowing
     contemplated  by  such  Notice  of  Borrowing   that   would
     constitute  an  Event  of  Default  or,  to  Company's  Best
     Knowledge  (following the reasonable exercise  of  diligence
     appropriate for the circumstance in question by the officers
     of   the   Company  executing  the  applicable   Notice   of
     Borrowing), a Potential Event of Default;

           (iii)     Company shall have performed in all material
     respects  all agreements and satisfied all conditions  which
     this  Agreement provides shall be performed or satisfied  by
     it on or before that Funding Date;

           (iv)  No  order,  judgment or  decree  of  any  court,
     arbitrator or governmental authority shall purport to enjoin
     or  restrain any Lender from making the Loans to be made  by
     it  on  that  Funding Date; provided that  any  such  order,
     judgment  or decree shall only relieve that Lender  on  whom
     such   order,  judgment  or  decree  is  binding  from   its
     obligation to make Loans to Company.

           (v)  The making of the Loans requested on such Funding
     Date   shall   not   violate  any  law  including,   without
     limitation,  Regulation G, Regulation  T,  Regulation  U  or
     Regulation  X  of  the  Board of Governors  of  the  Federal
     Reserve System;

          (vi) There shall not be pending or, to the knowledge of
     Company,   threatened,   any   action,   suit,   proceeding,
     governmental   investigation  or  arbitration   against   or
     affecting Company or any of its Subsidiaries or any property
     of  Company  or any of its Subsidiaries that  has  not  been
     disclosed  by Company in writing pursuant to subsection  5.6
     or  6.1(x)  prior to the making of the last preceding  Loans
     (or,  in  the  case  of  the initial  Loans,  prior  to  the
     execution of this Agreement), and there shall have  occurred
     no  development not so disclosed in any such  action,  suit,
     proceeding,  governmental investigation  or  arbitration  so
     disclosed, that, in either event, in the reasonable  opinion
     of  Administrative Agent or of Requisite Lenders,  would  be
     expected  to  have  a  Material  Adverse  Effect;   and   no
     injunction or other restraining order shall have been issued
     and  no  hearing to cause an injunction or other restraining
     order  to be issued shall be pending or noticed with respect
     to  any  action,  suit or proceeding seeking  to  enjoin  or
     otherwise  prevent the consummation of, or  to  recover  any
     damages  or  obtain relief as a result of, the  transactions
     contemplated  by  this  Agreement or  the  making  of  Loans
     hereunder; and

           (vii)      No  Material Adverse Effect  (in  the  sole
     opinion of each Lender) shall have occurred since either (i)
     March  31, 1997 or (ii) the date of the most recent  audited
     financial  statements of the Company delivered  pursuant  to
     subsection  6.1(iii);  provided that  such  opinion  by  any
     Lender  as  to  the occurrence of a Material Adverse  Effect
     shall only relieve that Lender holding such opinion from its
     obligation to make Loans to Company.

      C.    Neither Administrative Agent nor any Lender has given
each other Lender written notice that it has actual knowledge  of
the  occurrence of any event that, on such Funding  Date,  either
(i)  causes any of the representations and warranties to be  made
by  Company on such date to be untrue in any material respect  as
of  such  date or (ii) causes any representations and  warranties
that  specifically relate to an earlier date to have been  untrue
in any material respect on and as of such earlier date.

4.5  Conditions to Letters of Credit.

           The  issuance  of  any Letter of Credit  hereunder  is
subject to the following conditions precedent:

     A.   On or before the date of issuance of the initial Letter
of Credit pursuant to this Agreement, the conditions set forth in
subsection 4.1 shall have been satisfied or waived in writing  by
Requisite Lenders.

      B.    On  or before the date of issuance of such Letter  of
Credit,  the  Issuing Lender shall have received,  in  accordance
with the provisions of subsection 3.1B(i), an originally executed
Notice  of  Issuance of Letter of Credit,  signed  by  the  chief
executive  officer, the chief financial officer or the  treasurer
of  Company or by any executive officer of Company designated  by
any  of  the above-described officers on behalf of Company  in  a
writing delivered to the Issuing Lender, together with all  other
information  specified  in  subsection  3.1B(i)  and  such  other
documents  or  information as the Issuing Lender  may  reasonably
require in connection with the issuance of such Letter of Credit.

      C.    On the date of issuance of such Letter of Credit, all
conditions  precedent  described  in  subsection  4.4B  shall  be
satisfied to the same extent as if the issuance of such Letter of
Credit were the making of a Loan and the date of issuance of such
Letter of Credit were a Funding Date.


                           SECTION 5.
            COMPANY'S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Agreement
and  to  make the Loans, to induce Administrative Agent to  issue
Letters  of  Credit  and  to  induce other  Lenders  to  purchase
participations therein, Company represents and warrants  to  each
Lender,  on the date of this Agreement, on each Funding Date  and
on  the  date  of  issuance of each Letter of  Credit,  that  the
following statements are true, correct and complete:

5.1  Organization, Powers, Qualification, Good Standing, Business
     and Subsidiaries.

     A.   Organization and Powers.  Company is a corporation duly
organized, validly existing and in good standing under  the  laws
of  the  State  of  Nevada.  Company has all requisite  corporate
power  and authority to own and operate its properties, to  carry
on its business as now conducted and as proposed to be conducted,
to   enter  into  the  Loan  Documents  and  to  carry  out   the
transactions contemplated thereby.

      B.   Qualification and Good Standing.  Company is qualified
to  do  business and in good standing in every jurisdiction where
its  assets are located and wherever necessary to carry  out  its
business  and  operations,  except  in  jurisdictions  where  the
failure  to be so qualified or in good standing has not had  and,
to  Company's  Best Knowledge, will not have a  Material  Adverse
Effect.

      C.   Conduct of Business.  Company and its Subsidiaries are
engaged  only  in  the  businesses permitted  to  be  engaged  in
pursuant to subsection 7.10.

      D.    Subsidiaries.  Except for Subsidiaries identified  on
Schedule 5.1 with no substantial assets that are to be dissolved,
all of the Subsidiaries of Company are identified in Schedule 5.1
annexed  hereto,  as said Schedule 5.1 may be  supplemented  from
time to time pursuant to the provisions of subsection 6.1(xviii).
The  capital  stock  of  each  of  the  Subsidiaries  of  Company
identified in Schedule 5.1 annexed hereto (as so supplemented) is
duly authorized, validly issued, fully paid and nonassessable and
none of such capital stock constitutes Margin Stock.  Each of the
Subsidiaries of Company identified in Schedule 5.1 annexed hereto
(as  so  supplemented)  is  an  entity  duly  organized,  validly
existing  and  in good standing under the laws of its  respective
jurisdiction of incorporation or organization set forth  therein,
has all requisite corporate or partnership power and authority to
own  and  operate its properties and to carry on its business  as
now  conducted and as proposed to be conducted, and is  qualified
to  do  business and in good standing in every jurisdiction where
its  assets are located and wherever necessary to carry  out  its
business and operations, in each case except where failure to  be
so  qualified or in good standing or a lack of such corporate  or
partnership  power  and authority has not had and,  to  Company's
Best  Knowledge, will not have a Material Adverse  Effect  except
for  Subsidiaries identified on Schedule 5.1 with no  substantial
assets that are to be dissolved.  Schedule 5.1 annexed hereto (as
so  supplemented) correctly sets forth the ownership interest  of
Company  and each of its Subsidiaries in each of the Subsidiaries
of Company identified therein.

5.2  Authorization of Borrowing, etc.

      A.    Authorization of Borrowing.  The execution,  delivery
and  performance of the Loan Documents have been duly  authorized
by  all necessary corporate action on the part of each Loan Party
that is a party thereto.

      B.    No Conflict.  The execution, delivery and performance
by  each Loan Party of the Loan Documents and the consummation of
the  transactions contemplated by the Loan Documents do not  and,
to  Company's  Best  Knowledge, will  not  (i)  violate  (X)  any
provision  of  any  law or any governmental  rule  or  regulation
applicable to Company or any of its Subsidiaries the violation of
which  could  have a Material Adverse Effect, (Y) the Certificate
or  Articles of Incorporation or Bylaws of Company or any of  its
Subsidiaries or (Z) any order, judgment or decree of any court or
other  agency  of government binding on Company  or  any  of  its
Subsidiaries the violation of which could have a Material Adverse
Effect,  (ii) conflict with, result in a breach of or  constitute
(with  due  notice or lapse of time or both) a default under  any
Contractual Obligation of Company or any of its Subsidiaries,  if
the execution of any of the Loan Documents would afford any party
(other  than  Company) the right (after the giving of  notice  or
lapse  of  time or both) to terminate such Contractual Obligation
or  seek  judicial  relief against Company as a  result  thereof,
(iii) result in or require the creation or imposition of any Lien
upon  any  of the properties or assets of Company or any  of  its
Subsidiaries (other than any Liens created under any of the  Loan
Documents in favor of Administrative Agent on behalf of Lenders),
or  (iv) require any approval of stockholders or any approval  or
consent of any Person under any Contractual Obligation of Company
or any of its Subsidiaries, except for such approvals or consents
which  will  be  obtained  on or before the  Effective  Date  and
disclosed in writing to Lenders.

      C.    Governmental Consents.  The execution,  delivery  and
performance  by  the Loan Parties of the Loan Documents  and  the
consummation  of  the  transactions  contemplated  by  the   Loan
Documents  do  not  and will not require any  registration  with,
consent or approval of, or notice to, or other action to, with or
by,  any  federal,  state  or  other  governmental  authority  or
regulatory  body  except (i) those that have  been  obtained  and
copies  of  which  have  been delivered to  Administrative  Agent
pursuant   to   subsection  4.1I  or   the   absence   of   which
Administrative   Agent  has  deemed  satisfactory   pursuant   to
subsection  4.1I, (ii) those notices or informational filings  or
both  that  will  be required to be given to the  Securities  and
Exchange Commission or any Gaming Board but that are not yet due,
(iii)  any  right of any Gaming Board to object to any Lender  or
participant  in  the  Loans  at any future  date,  and  (iv)  any
regulatory  approvals  in Louisiana that are  granted  after  the
fact.

      D.    Binding  Obligation.  Each of the Loan Documents  has
been  duly  executed and delivered by the Loan Parties  signatory
thereto  and is the legally valid and binding obligation of  such
Loan  Party,  enforceable against such Loan Party  in  accordance
with  its  respective terms, except as may  be  limited  by  bank
ruptcy,  insolvency, reorganization, moratorium or  similar  laws
relating  to  or  limiting  creditors'  rights  generally  or  by
equitable principles relating to enforceability.

5.3  Financial Condition.

            Company  has  heretofore  delivered  to  Lenders,  at
Lenders'   request,  the  following  financial   statements   and
information:   (i)  the  audited consolidated  balance  sheet  of
Company  and  its  Subsidiaries as at March  31,  1997,  and  the
related  consolidated statements of income, stockholders'  equity
and  cash  flows of Company and its Subsidiaries for  the  Fiscal
Year   then  ended  and  (ii)  the  unaudited  consolidated   and
Consolidating  balance sheets of Company and its Subsidiaries  as
at  December 31, 1997, and the related unaudited consolidated and
Consolidating statements of income, stockholders' equity and cash
flows  of  Company and its Subsidiaries for the six  months  then
ended.  All such statements were prepared in conformity with GAAP
and fairly present the financial position (on a consolidated and,
where  applicable, Consolidating basis) of the entities described
in  such  financial statements as at the respective dates thereof
and  the  results of operations and cash flows (on a consolidated
and,  where  applicable,  Consolidating basis)  of  the  entities
described therein for each of the periods then ended, subject, in
the  case of any such unaudited financial statements, to  changes
resulting  from audit and normal year-end adjustments,  including
the  information presented in the footnotes to Company's  audited
financial  statements.  Company does not (and will not  following
the funding of the initial Loans) have any Contingent Obligation,
contingent liability or liability for taxes, long-term  lease  or
unusual forward or long-term commitment that is not reflected  in
the  foregoing  financial statements or  the  notes  thereto  or,
following   the  funding  of  initial  Loans,  in  the  financial
statements  required to be delivered pursuant to  subsection  6.1
and  which  in  any  such case is material  in  relation  to  the
business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company and its Subsidiaries, taken as
a whole.

5.4  No Material Adverse Change; No Restricted Payments.

           Since  March 31, 1997, no event or change has occurred
that  has caused or evidences, either in any case or in the aggre
gate, a Material Adverse Effect.  Neither Company nor any of  its
Subsidiaries  has directly or indirectly declared, ordered,  paid
or  made,  or  set apart any sum or property for, any  Restricted
Payment or agreed to do so except as permitted by subsection 7.5.

5.5  Title to Properties; Liens.

      A.   Company and its Subsidiaries have (i) good, sufficient
and  legal  title  to  (in  the case of  fee  interests  in  real
property),  (ii)  valid leasehold interests in (in  the  case  of
leasehold interests in real or personal property), or (iii)  good
title  to  (in the case of all other personal property),  all  of
their respective properties and assets reflected in the financial
statements  referred to in subsection 5.3 or in the  most  recent
financial  statements delivered pursuant to  subsection  6.1,  in
each  case except for assets disposed of since the date  of  such
financial  statements in the ordinary course of  business  or  as
otherwise permitted under subsection 7.7.  Except as permitted by
this Agreement, all such properties and assets are free and clear
of Liens.

     B.    (i)   All of the assets, of whatever kind and  nature,
     whether real, personal or mixed property, used in connection
     with  the Illinois Facilities or placed or located in or  on
     the  Illinois Premises are owned or leased directly by SIRCC
     or  RR  and  not  by  Company  or  any  of  Company's  other
     Subsidiaries.

           (ii)  All of the assets, of whatever kind and  nature,
     whether real, personal or mixed property, used in connection
     with the Louisiana Facilities or placed or located in or  on
     the  Louisiana Premises are owned or leased directly by PLC,
     SSP  or  PRLLC and not by Company or any of Company's  other
     Subsidiaries.

            (iii)       Neither  the  Company  nor  any  of   its
     Subsidiaries  owns  or leases any real or personal  property
     located  in  the state of Nevada, except for  the  lease  by
     PRES, PEI and PHI of an office within 301 East Clark Avenue,
     Suite 870, Las Vegas, Nevada and except for a month to month
     document storage space lease at 1120 Las Vegas, Nevada 89104
     and successor arrangements.

           (iv)  All of the assets, of whatever kind and  nature,
     whether real, personal or mixed property, used in connection
     with the Maryland Heights Facilities or placed or located in
     or  on  the Maryland Heights Facilities are owned or  leased
     directly  by the Maryland Heights Subsidiaries (or Harrah's)
     and not by Company or any of Company's other Subsidiaries.

           (v)   All of the assets, of whatever kind and  nature,
     whether real, personal or mixed property, used in connection
     with the Louisiana Hotel Facilities or placed or located  in
     or  on  the  Louisiana Hotel Premises are  owned  or  leased
     directly by PLC and not by Company or any of Company's other
     Subsidiaries.

     C.    (i)   SIRCC,  PLC, SSP, and PRLLC each have  good  and
     valid  title  to the Ship or Ships and the Barge  or  Barges
     owned   by  it,  free  and  clear  of  all  liens,  charges,
     encumbrances  and  security interests other  than  those  in
     favor  of  Administrative  Agent pursuant  to  the  Existing
     Credit Agreement or those permitted under subsection 7.2;

          (ii) each Ship listed on Schedule 5.5, as said Schedule
     5.5  may be supplemented from time to time pursuant  to  the
     provisions  of subsection 6.1(xxi), is subject  to  a  valid
     certificate of documentation identifying SIRCC, PLC, SSP  or
     PRLLC,  as the case may be, as the registered owner  thereof
     under the laws and regulations of the United States; and

           (iii)      SIRCC,  PLC, SSP, and PRLLC each  have  all
     necessary authority required to own and operate the Ship  or
     Ships and the Barge or Barges owned by it for such Ships' or
     Barges' intended purposes.

      D.    On  the Effective Date, the only water craft  of  any
nature  whatsoever  (whether constituting  a  vessel,  Barge,  US
Documented  Barge,  floating structure  or  otherwise)  owned  by
Company  or  any of its Subsidiaries that is subject to  a  valid
certificate of documentation pursuant to the laws of  the  United
States  of  America  are the Star Casino, the  Players  Riverboat
Casino  II,  the  Players  Riverboat III (including  both  vessel
#999887  and  vessel  #999888)   and  the  US  Documented  Barges
described on Schedule 5.5.

5.6  Litigation; Adverse Facts.

           Except  as  set forth in Schedule 5.6 annexed  hereto,
there  are  no actions, suits, proceedings, arbitrations  or,  to
Company's Best Knowledge, governmental investigations (whether or
not  purportedly on behalf of Company or any of its Subsidiaries)
at law or in equity or before or by any federal, state, municipal
or  other  governmental  department, commission,  board,  bureau,
agency  or instrumentality, domestic or foreign, pending  or,  to
the knowledge of Company, threatened against or affecting Company
or  any of its Subsidiaries or any property of Company or any  of
its  Subsidiaries  that, individually or in the aggregate,  could
reasonably  be  expected to result in a Material Adverse  Effect.
Neither  Company nor any of its Subsidiaries is (i) in  violation
of  any  applicable laws that, individually or in the  aggregate,
could  reasonably  be expected to result in  a  Material  Adverse
Effect or (ii) subject to or in default with respect to any final
judgments,  writs, injunctions, decrees, rules or regulations  of
any  court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic  or  foreign, that, individually or  in  the  aggregate,
could  reasonably  be expected to result in  a  Material  Adverse
Effect.

5.7  Payment of Taxes.

           Except to the extent permitted by subsection 6.3,  all
tax  returns and reports of Company and its Subsidiaries required
to be filed by any of them have been timely filed, and all taxes,
assessments, fees and other governmental charges upon Company and
its  Subsidiaries  and upon their respective properties,  assets,
income, businesses and franchises which are due and payable  have
been paid when due and payable.  Company knows of no proposed tax
assessment against Company or any of its Subsidiaries  which  has
not been provided for or which is not being actively contested by
Company  or  such  Subsidiary in good faith  and  by  appropriate
proceedings;  provided that such reserves  or  other  appropriate
provisions, if any, as shall be required in conformity with  GAAP
shall have been made or provided therefor.

5.8  Performance of Agreements; Materially Adverse Agreements.

      A.    Neither  Company nor any of its  Subsidiaries  is  in
default in the performance, observance or fulfillment of  any  of
the  obligations, covenants or conditions contained in any of its
Contractual Obligations, and no condition exists that,  with  the
giving  of  notice or the lapse of time or both, would constitute
such  a  default,  except  where  the  consequences,  direct   or
indirect, of such default or defaults, if any, would not  have  a
Material Adverse Effect.

      B.   Neither Company nor any of its Subsidiaries is a party
to  or  is otherwise subject to any agreements or instruments  or
any charter or other internal restrictions which, individually or
in  the  aggregate, could reasonably be expected to result  in  a
Material Adverse Effect.

5.9  Governmental Regulation.

           Neither Company nor any of its Subsidiaries is subject
to  regulation  under the Public Utility Holding Company  Act  of
1935,  the Federal Power Act, the Interstate Commerce Act or  the
Investment  Company  Act of 1940 or under any  other  federal  or
state  statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion  of
the Obligations unenforceable.

5.10 Securities Activities.

      A.   Neither Company nor any of its Subsidiaries is engaged
principally,  or  as  one  of its important  activities,  in  the
business  of  extending credit for the purpose of  purchasing  or
carrying any Margin Stock.

     B.   Following application of the proceeds of each Loan, not
more  than 25% of the value of the assets (either of Company only
or  of  Company  and  its Subsidiaries on a  consolidated  basis)
subject to the provisions of subsection 7.2 or 7.7 or subject  to
any restriction contained in any agreement or instrument, between
Company  and any Lender or any Affiliate of any Lender,  relating
to  Indebtedness and within the scope of subsection 8.2, will  be
Margin Stock.

5.11 Employee Benefit Plans.

      A.    Except as described in Schedule 5.11 annexed  hereto,
Company  and each of its ERISA Affiliates are in compliance  with
all  applicable  provisions and requirements  of  ERISA  and  the
regulations and published interpretations thereunder with respect
to  each  Employee  Benefit Plan, and have  performed  all  their
obligations under each Employee Benefit Plan.

      B.    No ERISA Event has occurred or is reasonably expected
to occur with respect to Company or any of its ERISA Affiliates.

      C.    Except to the extent required under Section 4980B  of
the Internal Revenue Code or except as set forth in Schedule 5.11
annexed  hereto,  no  Employee Benefit Plan  provides  health  or
welfare benefits (through the purchase of insurance or otherwise)
for  any  retired or former employees of Company or  any  of  its
ERISA Affiliates.

      D.    As  of the most recent valuation date for any Pension
Plan,  the amount of unfunded benefit liabilities (as defined  in
Section  4001(a)(18) of ERISA), individually or in the  aggregate
for all Pension Plans (excluding for purposes of such computation
any  Pension  Plans with respect to which assets  exceed  benefit
liabilities), does not exceed $5,000,000.

5.12 Certain Fees.

           No  broker's  or  finder's fee or commission  will  be
payable with respect to this Agreement or any of the transactions
contemplated    hereby,    and   Company    hereby    indemnifies
Administrative  Agent, Managing Agent and Arranger  against,  and
agrees that it will hold Administrative Agent, Managing Agent and
Arranger  harmless from, any claim, demand or liability  for  any
such  broker's or finder's fees alleged to have been incurred  by
Administrative Agent, Managing Agent or Arranger as the result of
any  action  or  inaction  by Company in connection  herewith  or
therewith  and any expenses (including reasonable fees,  expenses
and disbursements of counsel) arising in connection with any such
claim, demand or liability.

5.13 Environmental Protection.

          Except as set forth in Schedule 5.13 annexed hereto:

           (i)   the  operations  of  Company  and  each  of  its
     Subsidiaries (including, without limitation, all  operations
     and  conditions  at  or  in the Facilities)  comply  in  all
     material respects with all Environmental Laws;

          (ii) Company and each of its Subsidiaries have obtained
     all  Governmental  Authorizations under  Environmental  Laws
     necessary  to  their  respective operations,  and  all  such
     Governmental  Authorizations  are  in  good  standing,   and
     Company and each of its Subsidiaries are in compliance  with
     all  material  terms  and conditions  of  such  Governmental
     Authorizations;

           (iii)      neither Company nor any of its Subsidiaries
     has  received (a) any notice or claim to the effect that  it
     is  or  may  be liable to any Person as a result  of  or  in
     connection with any Hazardous Materials or (b) any letter or
     request  for information under Section 104 of the  Comprehen
     sive Environmental Response, Compensation, and Liability Act
     (42  U.S.C.   9604) or comparable state laws,  and,  to  the
     best  of  Company's  knowledge, none of  the  operations  of
     Company  or  any of its Subsidiaries is the subject  of  any
     federal  or state investigation relating to or in connection
     with any Hazardous Materials at any Facility or at any other
     location;

           (iv)  none of the operations of Company or any of  its
     Subsidiaries  is  subject to any judicial or  administrative
     proceeding alleging the violation of or liability under  any
     Environmental  Laws  which  if  adversely  determined  could
     reasonably be expected to have a Material Adverse Effect;

           (v)   neither Company nor any of its Subsidiaries  nor
     any of their respective Facilities or operations are subject
     to  any  outstanding  written order or  agreement  with  any
     governmental authority or private party relating to (a)  any
     Environmental Laws or (b) any Environmental Claims;

           (vi)  neither Company nor any of its Subsidiaries  has
     any  contingent liability in connection with any Release  of
     any   Hazardous  Materials  by  Company  or   any   of   its
     Subsidiaries;

           (vii)      neither Company nor any of its Subsidiaries
     nor, to Company's Best Knowledge, any predecessor of Company
     or  any  of its Subsidiaries has filed any notice under  any
     Environmental  Law indicating past or present  treatment  or
     Release of Hazardous Materials at any Facility, and none  of
     Company's  or  any of its Subsidiaries' operations  involves
     the   generation,  transportation,  treatment,  storage   or
     disposal  of  hazardous waste, as defined  under  40  C.F.R.
     Parts 260-270 or any state equivalent;

           (viii)     no Hazardous Materials exist on,  under  or
     about  any  Facility  in  a manner  that  has  a  reasonably
     possibility of giving rise to an Environmental Claim  having
     a  Material Adverse Effect, and neither Company nor  any  of
     its Subsidiaries has filed any notice or report of a Release
     of any Hazardous Materials that has a reasonable possibility
     of  giving rise to an Environmental Claim having a  Material
     Adverse Effect;

           (ix) neither Company nor any of its Subsidiaries  nor,
     to   Company's  Best  Knowledge,  any  of  their  respective
     predecessors  has disposed of any Hazardous Materials  in  a
     manner  that has a reasonable possibility of giving rise  to
     an Environmental Claim having a Material Adverse Effect;

           (x)  no surface impoundments are on or at any Facility
     or,  to  Company's  Best Knowledge, no  underground  storage
     tanks are on or at any Facility; and

           (xi) no Lien in favor of any Person relating to or  in
     connection  with any Environmental Claim has been  filed  or
     has been attached to any Facility.

5.14 Employee Matters.

           There  is  no strike or work stoppage in existence  or
threatened  involving  Company or any of  its  Subsidiaries  that
could reasonably be expected to have a Material Adverse Effect.

5.15 Solvency.

          Company and each of its Subsidiaries (including PHI) is
and,  upon  the incurrence of any Obligations by Company  on  any
date on which this representation is made, will be, Solvent.

5.16 Disclosure.

           No representation or warranty of Company or any of its
Subsidiaries  contained  in any Loan Document  or  in  any  other
document,  certificate or written statement furnished to  Lenders
by  or on behalf of Company or any of its Subsidiaries for use in
connection  with the transactions contemplated by this  Agreement
contains  any  untrue statement of a material fact  or  omits  to
state  a  material fact (known to Company, in  the  case  of  any
document  not  furnished by it) necessary in order  to  make  the
statements contained herein or therein not misleading in light of
the  circumstances in which the same were made.  Any  projections
and  pro  forma financial information contained in such materials
are  based upon good faith estimates and assumptions believed  by
Company to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not  to  be
viewed  as  facts and that actual results during  the  period  or
periods  covered  by  any such projections may  differ  from  the
projected  results.  To Company's Best Knowledge, no facts  exist
(other   than  matters  of  a  general  economic  nature)   that,
individually or in the aggregate, could reasonably be expected to
result  in  a  Material Adverse Effect and  that  have  not  been
disclosed  herein  or in such other documents,  certificates  and
statements  furnished to Lenders for use in connection  with  the
transactions contemplated hereby.

5.17 Compliance With Laws.

          Company and its Subsidiaries are in compliance with the
requirements   of   all  applicable  laws,  rules,   regulations,
ordinances  and  orders  (including, without  limitation,  Gaming
Laws) if noncompliance would affect the ability of any such party
to operate any of the Facilities or the ability of any of Company
or any of its Subsidiaries to perform their obligations under the
Loan  Documents to which it is a party, except where the  failure
to so comply or perform would not have a Material Adverse Effect.
The use of each of the Facilities complies with applicable zoning
ordinances,  regulations, restrictive covenants and  requirements
of   Governmental   Authorizations   affecting   the   respective
Facilities  as  well as all environmental, ecological,  landmark,
and  other  applicable laws and regulations  (including,  without
limitation, Gaming Laws); and all requirements for such use  have
been  satisfied, except where the failure to so comply would  not
have a Material Adverse Effect.

5.18 Representations Relating to Operation of Facilities.

      A.    Each of the Facilities is open to the public and  all
authorizations, licenses and permits required by any Governmental
Authority  for the use, occupancy and operation of  the  Premises
and  the  Maryland Heights Premises for the purposes contemplated
herein have been obtained and all requirements for such use  have
been satisfied.

      B.    All utility services required to operate each of  the
Facilities are available and in adequate supply.

5.19 Intangible Property.

          Company and its Subsidiaries are the sole and exclusive
owner or licensee of all trade names, unregistered trademarks and
service  marks, brand names, patents, registered and unregistered
copyrights,  registered  trademarks and service  marks,  and  all
applications  for any of the foregoing, and all  permits,  grants
and  licenses or other rights with respect thereto, except  where
the  absence  of  such sole ownership would not have  a  Material
Adverse Effect.  Schedule 5.19 annexed hereto sets forth  a  true
and  complete list of all service marks and registered trademarks
(or  trademarks for which registration is pending) of Company and
its  Subsidiaries.  None of Company and its Subsidiaries has been
charged with any material infringement of any intangible property
of  the character described above or been notified or advised  of
any  material claim of any other Person relating to  any  of  the
intangible property.

5.20 Rights to Agreements, Permits and Licenses.

           From  and  after the Effective Date, Company  (or  its
Subsidiaries) will be the true owner of all rights in and to  all
existing agreements, permits and licenses relating to all of  its
facilities (now or hereafter acquired) and each of the respective
Premises  (other  than rights of third parties under  leases  and
agreements  permitted hereunder), and will be the true  owner  of
all  rights in and to all future agreements, permits and licenses
relating  to  all of its facilities (now or hereafter  acquired),
other  than  rights of third parties under leases and  agreements
permitted  hereunder,  except where  the  absence  of  such  true
ownership  would  not have a Material Adverse Effect.   Company's
interest  in  all such agreements, permits, and licenses  is  not
and,  to  Company's Best Knowledge, will not be  subject  to  any
present  claim (other than under the Loan Documents), set-off  or
deduction other than in the ordinary course of business.

5.21 Classification of Ships.

           From and after the Effective Date, the American Bureau
of  Shipping classification of each Ship shall remain the highest
applicable classification and rating to which a ship of the  same
age  and  type  as  such Ship can qualify  under  the  rules  and
standards of the American Bureau of Shipping.

5.22 Recordation of Ship Mortgages.

            Each  Ship  Mortgage  has  been  duly  filed  in  the
appropriate office of the United States Coast Guard.   Each  Ship
Mortgage  constitutes a legal, valid and binding first  preferred
ship mortgage under the Ship Mortgage Act of 1920, as amended and
codified in Chapter 313 of Title 46 of the United States Code, on
the  applicable  Ship  or US Documented Barge  in  favor  of  the
Trustee as mortgagee under such Ship Mortgage for the benefit  of
Administrative Agent on behalf of Lenders.  No other  filings  or
recordings or refilings or re-recordings of any other instruments
are  necessary to cause the lien of any of the Ship Mortgages  to
be legal, valid and binding on the parties thereto, and to create
in  favor  of the Trustee, as secured party, for the  benefit  of
Administrative Agent on behalf of Lenders, the preferred mortgage
which the Ship Mortgages purport to create.

5.23 Policies of Insurance.

           Each  of the copies of the declaration pages, original
binders and certificates of insurance evidencing the Policies  of
Insurance delivered to Administrative Agent with respect  to  the
Louisiana  Facilities, the Illinois Facilities and the  Louisiana
Hotel  Facilities  is a true, correct and complete  copy  of  the
respective original thereof as in effect on the date hereof,  and
no  amendments or modifications of said documents or  instruments
not  included in such copies have been made.   Furthermore,  none
of  such documents or instruments has been terminated and each is
in  full  force and effect.  Neither the Company nor any  of  its
Subsidiaries  are in default in the observance or performance  of
their respective obligations under said documents and instruments
and  Company and its Subsidiaries have taken all actions required
to   be  performed  under  all  Policies  of  Insurance  to  keep
unimpaired their rights thereunder.

5.24 Survival of Rights Created under Existing Credit Agreement.

          Notwithstanding the modification or deletion of certain
representations  and  warranties  of  Company  contained  in  the
Existing  Credit  Agreement (including, without  limitation,  the
deletion  of  representations and warranties  as  to  the  future
consequences of certain events which occurred prior to  the  date
of  this  Agreement), Company acknowledges and  agrees  that  any
choses  in action or other rights created in favor of any  Lender
and  their respective successors and assigns arising out  of  the
representations  and  warranties  of  Company  contained  in   or
delivered (including representations and warranties delivered  in
connection  with  the making of loans thereunder)  in  connection
with  the  Existing Credit Agreement, shall survive the execution
and  delivery of this Agreement.  Company and Lenders acknowledge
that certain representations and warranties made by Company under
the  Existing  Credit  Agreement (including  representations  and
warranties as to the future consequences of certain events  which
occurred  prior to the date of this Agreement) were made  subject
to   changes   in  the  facts  and  conditions  on   which   such
representations  and warranties were based,  which  such  changes
were permitted or required under the Existing Credit Agreement or
this  Agreement  and  any  such  representations  and  warranties
incorporated  herein are so incorporated subject to such  changes
permitted or required under the Existing Credit Agreement or this
Agreement.


                           SECTION 6.
                COMPANY'S AFFIRMATIVE COVENANTS

           Company  covenants and agrees that,  so  long  as  the
Commitments hereunder shall remain in effect and until payment in
full  of  all  of  the  Loans  and  other  Obligations  and   the
cancellation or expiration of all Letters of Credit, unless  each
Lender shall otherwise give prior written consent, Company  shall
perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

6.1  Financial Statements and Other Reports.

            Company  will  maintain,  and  cause  each   of   its
Subsidiaries to maintain, a system of accounting established  and
administered  in  accordance  with sound  business  practices  to
permit  preparation  of financial statements in  conformity  with
GAAP.  Company will deliver to Administrative Agent and Lenders:

           (i)  Monthly Financials:  As soon as available and  in
     any  event  within 35 days after the end of each month  (and
     concurrently  with  the  delivery  of  financial  statements
     pursuant  to  subdivisions (ii) and (iii) below):   (a)  the
     consolidated  balance sheet of Company and its  Subsidiaries
     as  at  the  end of such month and the related  consolidated
     statements of profit and loss, stockholders' equity and cash
     flows  of  Company  and  its Subsidiaries  for  such  month,
     setting   forth  in  each  case  in  comparable   form   the
     corresponding figures for the corresponding periods  of  the
     previous Fiscal Year and the corresponding figures from  the
     consolidated  plan and financial forecast  for  the  current
     Fiscal  Year delivered pursuant to subsection 6.1(xiv),  all
     in  reasonable  detail and certified by the Chief  Financial
     Officer  of  the  Company  that  they  fairly  present   the
     financial  condition of Company and its Subsidiaries  as  at
     the  dates indicated and the results of their operations and
     their  cash  flows  for  the periods indicated,  subject  to
     changes   resulting   from   audit   and   normal   year-end
     adjustments, (b) an analysis of Company's operations  during
     such  month which analysis shall explain the effect  of  the
     Company's operations during such month or Company's  ability
     to perform its obligations under the Agreement and the other
     Loan Documents and (c) the balance sheet of each Facility as
     at  the  end  of  such month and the related  statements  of
     profit and loss, stockholder's equity and cash flows of such
     Facility  for  such month, setting forth  in  each  case  in
     comparative   form  the  corresponding   figures   for   the
     corresponding  periods of the previous Fiscal  Year  all  in
     reasonable  detail  and  certified by  the  Chief  Financial
     Officer  of  Company that they fairly present the  financial
     condition of such Facility as at the dates indicated and the
     results of such Facility's operations and cash flows for the
     period  indicated, subject to changes resulting  from  audit
     and normal year-end adjustments.

          (ii) Quarterly Financials:  as soon as available and in
     any  event within 45 days after the end of each of the first
     three  Fiscal Quarters of each Fiscal Year and, with respect
     to   the   fourth  Fiscal  Quarter  of  each  Fiscal   Year,
     concurrently  with  the  delivery  of  financial  statements
     pursuant  to  subdivision (iii) below, (1) the  consolidated
     and   Consolidating  balance  sheets  of  Company  and   its
     Subsidiaries  as at the end of such Fiscal Quarter  and  the
     related consolidated and Consolidating statements of income,
     stockholders'  equity  and cash flows  of  Company  and  its
     Subsidiaries for such Fiscal Quarter and for the period from
     the beginning of the then current Fiscal Year to the end  of
     such   Fiscal  Quarter,  setting  forth  in  each  case   in
     comparative   form  the  corresponding   figures   for   the
     corresponding periods of the previous Fiscal  Year  and  the
     corresponding  figures  from  the  consolidated   plan   and
     financial  forecast  for the current Fiscal  Year  delivered
     pursuant  to  subsection 6.1(xiv), all in reasonable  detail
     and certified by the chief financial officer of Company that
     they  fairly present the financial condition of Company  and
     its  Subsidiaries as at the dates indicated and the  results
     of  their  operations and their cash flows for  the  periods
     indicated,  subject  to  changes resulting  from  audit  and
     normal  year-end  adjustments and (2)  copies  of  Company's
     relevant   10-Q  filed  with  the  Securities  and  Exchange
     Commission within 15 days of such filing;

           (iii)      Year-End Financials:  as soon as  available
     and  in  any  event within 120 days after the  end  of  each
     Fiscal  Year,  (a)  (1) the consolidated  and  Consolidating
     balance sheets of Company and its Subsidiaries as at the end
     of  such  Fiscal  Year  and  the  related  consolidated  and
     Consolidating statements of income, stockholders' equity and
     cash  flows of Company and its Subsidiaries for such  Fiscal
     Year,  setting  forth in each case in comparative  form  the
     corresponding figures for the previous Fiscal Year and, when
     available,  the corresponding figures from the  consolidated
     plan and financial forecast delivered pursuant to subsection
     6.1(xiii)  for  the  Fiscal Year covered by  such  financial
     statements,  all in reasonable detail and certified  by  the
     chief  financial officer of Company that they fairly present
     the  financial condition of Company and its Subsidiaries  as
     at  the  dates indicated and the results of their operations
     and  their  cash  flows for the periods indicated,  and  (2)
     copies  of Company's relevant 10-K filed with the Securities
     and  Exchange Commission within 15 days of such filing,  and
     (b) in the case of such consolidated financial statements, a
     report  thereon  of Ernst & Young, LLP or other  independent
     certified public accountants of recognized national standing
     selected  by  Company and satisfactory  to  Managing  Agent,
     which  report  shall be unqualified, shall not  express  any
     doubts about the ability of Company and its Subsidiaries  to
     continue  as  a  going concern, and shall  state  that  such
     consolidated   financial  statements  fairly   present   the
     consolidated   financial  position  of   Company   and   its
     Subsidiaries  as at the dates indicated and the  results  of
     their  operations  and  their cash  flows  for  the  periods
     indicated  in  conformity  with  GAAP  applied  on  a  basis
     consistent  with prior years (except as otherwise  disclosed
     in  such  financial statements) and that the examination  by
     such   accountants  in  connection  with  such  consolidated
     financial  statements  has  been  made  in  accordance  with
     generally accepted auditing standards;

             (iv)    Officers'   and   Compliance   Certificates:
     (a)  together with each delivery of financial statements  of
     Company  and its Subsidiaries pursuant to subdivisions  (i),
     (ii)  and  (iii) above, an Officers' Certificate of  Company
     stating  that  the signers have reviewed the terms  of  this
     Agreement  and have made, or caused to be made  under  their
     supervision,   a  review  in  reasonable   detail   of   the
     transactions  and condition of Company and its  Subsidiaries
     during  the  accounting  period covered  by  such  financial
     statements  and  that  such review  has  not  disclosed  the
     existence  during  or at the end of such accounting  period,
     and  that  the signers do not have actual knowledge  of  the
     existence  as at the date of such Officers' Certificate,  of
     any  condition or event that constitutes an Event of Default
     or  Potential Event of Default, or, if any such condition or
     event existed or exists, specifying the nature and period of
     existence  thereof  and what action Company  has  taken,  is
     taking  and  proposes  to  take with  respect  thereto;  and
     (b)  together with each delivery of financial statements  of
     Company  and  its  Subsidiaries pursuant to subdivision  (i)
     above,  a Compliance Certificate demonstrating in reasonable
     detail  compliance  (X)  during  and  at  the  end  of   the
     applicable   accounting   periods  with   the   restrictions
     contained in subsections 7.1, 7.3(v) and 7.5 and (Y) at  the
     end   of   the  applicable  accounting  periods   with   the
     restrictions contained in subsection 7.6, and setting  forth
     in  reasonable detail the calculation of Consolidated EBITDA
     for the four Fiscal Quarter period ending on the date of the
     end  of  such  accounting period and the  Interest  Coverage
     Ratio as of such date;

          (v)  Reconciliation Statements:  if, as a result of any
     change in accounting principles and policies from those used
     in  the  preparation  of  the audited  financial  statements
     referred  to  in subsection 5.3, the consolidated  financial
     statements   of  Company  and  its  Subsidiaries   delivered
     pursuant  to subdivisions (ii) and (iii) of this  subsection
     6.1   will   differ  in  any  material  respect   from   the
     consolidated  financial  statements  that  would  have  been
     delivered  pursuant to such subdivisions had no such  change
     in  accounting  principles  and  policies  been  made,  then
     (a) together with the first delivery of financial statements
     pursuant  to  subdivision (ii) and (iii) of this  subsection
     6.1 following such change, consolidated financial statements
     of  Company and its Subsidiaries for (y) the current  Fiscal
     Year  to  the effective date of such change and (z) the  two
     full  Fiscal Years immediately preceding the Fiscal Year  in
     which  such change is made, in each case prepared on  a  pro
     forma basis as if such change had been in effect during such
     periods,  and  (b) together with each delivery of  financial
     statements  pursuant to subdivision (ii) and (iii)  of  this
     subsection 6.1 following such change, a written statement of
     the  chief accounting officer or chief financial officer  of
     Company  setting  forth  the differences  which  would  have
     resulted  if  such  financial statements had  been  prepared
     without giving effect to such change;

           (vi)  Accountants' Certification:  together with  each
     delivery of consolidated financial statements of Company and
     its  Subsidiaries  pursuant to subdivision  (iii)  above,  a
     written  statement  by  the  independent  certified   public
     accountants giving the report thereon (a) stating that their
     audit examination has included a review of the terms of this
     Agreement  and  the other Loan Documents as they  relate  to
     accounting matters, (b) stating whether, in connection  with
     their  audit  examination,  any  condition  or  event   that
     constitutes  an  Event  of Default  or  Potential  Event  of
     Default has come to their attention and, if such a condition
     or  event has come to their attention, specifying the nature
     and   period  of  existence  thereof;  provided  that   such
     accountants shall not be liable by reason of any failure  to
     obtain  knowledge of any such Event of Default or  Potential
     Event  of Default that would not be disclosed in the  course
     of  their  audit examination, and (c) stating that based  on
     their  audit examination nothing has come to their attention
     that  causes  them  to  believe  either  or  both  that  the
     information   contained   in  the   certificates   delivered
     therewith pursuant to subdivision (iv) above is not  correct
     or that the matters set forth in the Compliance Certificates
     delivered  therewith pursuant to clause (b)  of  subdivision
     (iv) above for the applicable Fiscal Year are not stated  in
     accordance with the terms of this Agreement;

           (vii)     Accountants' Reports:  promptly upon, but in
     no  case  later than 15 calendar days after, receipt thereof
     (unless  restricted  by applicable professional  standards),
     copies  of  all reports submitted to Company by  independent
     certified public accountants in connection with each annual,
     interim  or  special  audit of the financial  statements  of
     Company  and  its  Subsidiaries made  by  such  accountants,
     including, without limitation, any comment letter  submitted
     by  such accountants to management in connection with  their
     annual audit;

          (viii)    Insurance:  as soon as practicable and in any
     event by the last day of each Fiscal Year, a report in  form
     and substance satisfactory to Administrative Agent outlining
     all material insurance coverage maintained as of the date of
     such  report by Company and its Subsidiaries (including  all
     coverages   referred  to  in  subsection  6.4B  hereof   and
     Schedules  6.4(a) and 6.4(b) annexed hereto,  section  6  of
     each  of the Mortgages and within each of the Ship Mortgages
     under   the  heading  "Vessel  Insurance  Requirements   and
     Provisions")  and  all  material  insurance  coverage   then
     planned to be maintained by Company and its Subsidiaries  in
     the  immediately  succeeding Fiscal Year, if  in  each  case
     there  shall  be  any  material changes  in  such  insurance
     coverage  from  the insurance coverage in existence  on  the
     date hereof;

           (ix)  SEC  Filings and Press Releases:  promptly  upon
     their  becoming  available but in any event within  15  days
     after  filing  with the Securities and Exchange  Commission,
     copies of (a) all financial statements, reports, notices and
     proxy statements sent or made available generally by Company
     to  its security holders or by any Subsidiary of Company  to
     its   security  holders  other  than  Company   or   another
     Subsidiary of Company, (b) all regular and periodic  reports
     and all registration statements (other than on Form S-8 or a
     similar  form)  and prospectuses, if any, filed  by  any  of
     Company's Subsidiaries with any securities exchange or  with
     the  Securities and Exchange Commission or any  governmental
     or  private regulatory authority, and (c) all press releases
     and other statements made available generally by Company  or
     any  of  Company's  Subsidiaries to  the  public  concerning
     material developments in the business of Company or  any  of
     Company's Subsidiaries;

           (x)   Events of Default, etc.:  promptly, but  in  any
     event  within 5 calendar days, upon Company's Best Knowledge
     (a)  of any condition or event that constitutes an Event  of
     Default  or  Potential Event of Default, or that any  Lender
     has given any notice (other than to Administrative Agent) or
     taken  any other action with respect to a claimed  Event  of
     Default  or Potential Event of Default, (b) that any  Person
     has  given  any notice to Company or any of its Subsidiaries
     or  taken any other action with respect to a claimed default
     or  event or condition of the type referred to in subsection
     8.2, (c) of any condition or event that would be required to
     be  disclosed in a current report filed by Company with  the
     Securities and Exchange Commission on Form 8-K (Items 1,  2,
     4,  5 and 6 of such Form as in effect on the date hereof) if
     Company  were  required  to  file  such  reports  under  the
     Exchange  Act,  or (d) of the occurrence  of  any  event  or
     change  that has caused or evidences, either in any case  or
     in  the  aggregate, a Material Adverse Effect, an  Officers'
     Certificate specifying the nature and period of existence of
     such  condition, event or change, or specifying  the  notice
     given  or action taken by any such Person and the nature  of
     such  claimed Event of Default, Potential Event of  Default,
     default,  event  or condition, and what action  Company  has
     taken, is taking and proposes to take with respect thereto;

           (xi)  Litigation or Other Proceedings:   (a)  promptly
     upon any Responsible Officer obtaining knowledge of (X)  the
     institution  of,  or non-frivolous threat  of,  any  action,
     suit,   proceeding  (whether  administrative,  judicial   or
     otherwise),   governmental  investigation   or   arbitration
     against  or affecting Company or any of its Subsidiaries  or
     any   property   of  Company  or  any  of  its  Subsidiaries
     (collectively,  "Proceedings") not previously  disclosed  in
     writing   by   Company  to  Lenders  or  (Y)  any   material
     development in any Proceeding that, in any case of (X) or of
     (Y):

                      (1)    if  adversely  determined,   has   a
          reasonable  possibility of giving rise  to  a  Material
          Adverse Effect; or

                    (2)  seeks to enjoin or otherwise prevent the
          consummation  of, or to recover any damages  or  obtain
          relief  as  a  result of, the transactions contemplated
          hereby;

     written  notice thereof together with such other information
     as  may be reasonably available to Company to enable Lenders
     and  their counsel to evaluate such matters; and (b)  within
     twenty days after the end of each Fiscal Quarter of Company,
     a schedule of all Proceedings involving an alleged liability
     of,  or  claims against or affecting, Company or any of  its
     Subsidiaries  equal  to or greater than $10,000,000  in  the
     aggregate,  and  promptly  after request  by  Administrative
     Agent  such other information as may be reasonably requested
     by  Administrative Agent to enable Administrative Agent  and
     its counsel to evaluate any of such Proceedings;

           (xii)     ERISA Events:  promptly upon becoming  aware
     of,  but  in no case later than 15 calendar days after,  the
     occurrence of or forthcoming occurrence of any ERISA  Event,
     a  written notice specifying the nature thereof, what action
     Company or any of its ERISA Affiliates has taken, is  taking
     or  proposes  to take with respect thereto and, when  known,
     any  action  taken  or  threatened by the  Internal  Revenue
     Service,  the  Department of Labor or the PBGC with  respect
     thereto;

           (xiii)     ERISA Notices:  with reasonable promptness,
     copies of (a) each Schedule B (Actuarial Information) to the
     annual report (Form 5500 Series) as required to be filed  by
     Company  or  any of its ERISA Affiliates with  the  Internal
     Revenue  Service with respect to each Pension Plan; (b)  all
     notices  received by Company or any of its ERISA  Affiliates
     from a Multiemployer Plan sponsor concerning an ERISA Event;
     and  (c)  such  other documents or governmental  reports  or
     filings   relating   to  any  Employee   Benefit   Plan   as
     Administrative Agent shall reasonably request;

           (xiv)     Financial Plans:  as soon as practicable and
     in  any  event no later than 60 days after the beginning  of
     each Fiscal Year, a consolidated and Consolidating plan  and
     financial  forecast for such Fiscal Year, including  without
     limitation  (a)  forecasted consolidated  and  Consolidating
     balance  sheet  and  forecasted consolidated  statements  of
     income  and  cash flows of Company and its Subsidiaries  for
     such  Fiscal  Year,  together with a  pro  forma  Compliance
     Certificate for such Fiscal Year and an explanation  of  the
     assumptions   on   which   such   forecasts    are    based,
     (b) forecasted consolidated and Consolidating statements  of
     income  and  cash flows of Company and its Subsidiaries  for
     each  Fiscal Quarter of each such Fiscal Year, together with
     an  explanation  of the assumptions on which such  forecasts
     are based, (c) the amount of forecasted unallocated overhead
     for  each  such Fiscal Year, and (d) such other  information
     and  projections  as any Lender (through the  Administrative
     Agent) may reasonably request;

           (xv)  Environmental Audits and Reports:   as  soon  as
     practicable following receipt thereof, but in no case  later
     than  15  calendar  days after, copies of all  environmental
     audits and reports, whether prepared by personnel of Company
     or  any  of  its Subsidiaries or by independent consultants,
     with  respect  to significant environmental matters  at  any
     Facility  or  which relate to an Environmental  Claim  which
     could result in a Material Adverse Effect;

            (xvi)       Board  of  Directors:   with   reasonable
     promptness,  written notice of any change in  the  Board  of
     Directors of Company;

             (xvii)       Pricing   Determination    Certificate:
     concurrently  with the delivery of the financial  statements
     for  each  Fiscal Quarter required under subsection 6.1(ii),
     and in any event no later than 45 days after the end of each
     Fiscal  Year,  Company shall deliver a Pricing Determination
     Certificate;

           (xviii)   New Subsidiaries:  promptly upon any  Person
     becoming  a Subsidiary of Company, a written notice  setting
     forth with respect to such Person (a) the date on which such
     Person  became a Subsidiary of Company and (b)  all  of  the
     data required to be set forth in Schedule 5.1 annexed hereto
     with  respect  to  all  Subsidiaries of  Company  (it  being
     understood  that such written notice shall be  automatically
     deemed to supplement Schedule 5.1 to this Agreement for  all
     purposes, including the Guaranty);

          (xix)     [omitted].

           (xx) Gaming Board Communications:  promptly, but in no
     case  later  than  15  calendar days,  after  the  same  are
     available, copies of any written communication to Company or
     any of its Subsidiaries from any Gaming Board advising it of
     a  violation  of or non-compliance with, any Gaming  Law  by
     Company or any of its Subsidiaries;

           (xxi)      US  Documented Barges:  promptly  upon  the
     acquisition  or  documentation by  Company  or  any  of  its
     Subsidiaries  of  any  additional  US  Documented  Barge,  a
     written  notice  setting forth with respect to  such  Person
     (a)  the  date  on which such barge became a  US  Documented
     Barge  and (b) all of the data required to be set  forth  in
     Schedule  5.5  annexed  hereto  with  respect  to   all   US
     Documented  Barges  (it being understood that  such  written
     notice  shall be automatically deemed to supplement Schedule
     5.5 to this Agreement for all purposes); and

            (xxii)      Other   Information:    with   reasonable
     promptness, such other information and data with respect  to
     Company or any of its Subsidiaries as from time to time  may
     be   reasonably   requested  by  any  Lender   through   the
     Administrative Agent.

6.2  Corporate Existence, etc.

          Except as permitted under subsection 7.7, Company will,
and will cause each of its Subsidiaries to, at all times preserve
and  keep  in full force and effect its corporate or other  legal
existence, as applicable, and all rights and franchises  material
to its business.

6.3  Payment of Taxes and Claims; Tax Consolidation.

      A.    Company will, and will cause each of its Subsidiaries
to,  pay  all  taxes, assessments and other governmental  charges
imposed  upon it or any of its properties or assets or in respect
of any of its income, businesses or franchises before any penalty
accrues  thereon, and all claims (including, without  limitation,
claims for labor, services, materials and supplies) for sums that
have become due and payable and that by law have or may become  a
Lien upon any of its properties or assets, prior to the time when
any  penalty  or  fine  shall be incurred with  respect  thereto;
provided that no such tax, charge or claim need be paid if  being
contested  in  good  faith  by appropriate  proceedings  promptly
instituted and diligently conducted and if such reserve or  other
appropriate provision, if any, as shall be required in conformity
with GAAP shall have been made therefor.

      B.    Company  will  not, nor will it  permit  any  of  its
Subsidiaries   to,  file  or  consent  to  the  filing   of   any
consolidated  income  tax  return with  any  Person  (other  than
Company or any of its Subsidiaries).

6.4  Maintenance of Properties; Insurance.

      A.    Company will, and will cause each of its Subsidiaries
to,  maintain  or cause to be maintained in good repair,  working
order  and  condition,  ordinary  wear  and  tear  excepted,  all
material properties used or useful in the business of Company and
its  Subsidiaries (including, without limitation, maintenance  of
Intellectual Property) and from time to time will make  or  cause
to  be  made  all appropriate repairs, renewals and  replacements
thereof.

      B.    Company will maintain or cause to be maintained, with
financially sound and reputable insurers, throughout the term  of
this  Agreement, all Policies of Insurance required  pursuant  to
Schedules  6.4(a)  and 6.4(b) annexed hereto and  will  otherwise
comply   fully  with  the  terms  and  conditions   provided   in
subsection 6 of each of the Mortgages and within each of the Ship
Mortgages  under  the heading "Vessel Insurance Requirements  and
Provisions".    Each   such  policy  of  insurance   shall   name
Administrative Agent for the benefit of Lenders as the loss payee
thereunder for amounts in excess of $2,500,000 and shall  provide
for at least 30 days prior written notice to Administrative Agent
of any modification or cancellation of such policy.

6.5  Inspection; Lender Meeting.

          Company shall, and shall cause each of its Subsidiaries
to,  permit  any  authorized representatives  designated  by  any
Lender  to visit and inspect any of the properties of Company  or
any  of  its Subsidiaries, including its and their financial  and
accounting  records,  and  to  make  copies  and  take   extracts
therefrom,  and  to discuss its and their affairs,  finances  and
accounts  with  its  and  their officers and  independent  public
accountants  (provided that Company may, if  it  so  chooses,  be
present  at  or  participate in any such  discussion),  all  upon
reasonable  notice  and at such reasonable  times  during  normal
business  hours  and  as  often as may be  reasonably  requested.
Without in any way limiting the foregoing, Company will, upon the
request of Managing Agent or Requisite Lenders, participate in  a
meeting  of  Managing Agent and Lenders once during  each  Fiscal
Year  to  be  held at Company's corporate offices (or such  other
location  as may be agreed to by Company and Managing  Agent)  at
such time as may be agreed to by Company and Managing Agent.

6.6  Compliance with Laws, etc.

          Company shall, and shall cause each of its Subsidiaries
to,  comply with the requirements of all applicable laws,  rules,
regulations  and orders of any Governmental Authority,  including
all  Gaming Laws, and to obtain and keep in full force and effect
any  permit,  license, consent, or approval required  under  this
Agreement if such noncompliance or failure to obtain and keep  in
full  force  and effect could reasonably be expected to  cause  a
Material Adverse Effect.  Company shall and shall cause  each  of
its  Subsidiaries to comply with the requirements of  all  Gaming
Laws applicable to such Person.

6.7  Environmental Disclosure and Inspection.

     A.   Company shall, and shall cause each of its Subsidiaries
to,  exercise all due diligence in order to comply  and  use  its
best  efforts  to  cause  (i) all tenants  under  any  leases  or
occupancy agreements affecting any portion of the Facilities  and
(ii)  all other Persons on or occupying such property, to  comply
with all Environmental Laws.

      B.    Company  agrees that Administrative Agent  may,  once
during each Fiscal Year until the Commitment Termination Date  or
at  any  time upon the occurrence of an Event of Default, retain,
at  Company's expense, an independent professional consultant  to
review any report relating to Hazardous Materials prepared by  or
for  Company and to conduct its own investigation of any Facility
currently  owned, leased, operated or used by Company or  any  of
its  Subsidiaries, and Company agrees to use its best efforts  to
obtain   permission   for  Administrative  Agent's   professional
consultant  to  conduct  its own investigation  of  any  Facility
previously owned, leased, operated or used by Company or  any  of
its  Subsidiaries.  Company hereby grants to Administrative Agent
and  its agents, employees, consultants and contractors the right
to  enter  into or on to the Facilities currently owned,  leased,
operated or used by Company or any of its Subsidiaries to perform
such  tests  on  such  property as are  reasonably  necessary  to
conduct   such   a   review  and/or  investigation.    Any   such
investigation   of  any  Facility  shall  be  conducted,   unless
otherwise  agreed to by Company and Administrative Agent,  during
normal  business hours and, to the extent reasonably practicable,
shall  be  conducted  so  as not to interfere  with  the  ongoing
operations at any such Facility or to cause any damage or loss to
any  property at such Facility.  Company and Administrative Agent
hereby acknowledge and agree that any report of any investigation
conducted at the request of Administrative Agent pursuant to this
subsection   6.7B  will  be  obtained  and  shall  be   used   by
Administrative  Agent  and Lenders solely  for  the  purposes  of
Lenders'  internal credit decisions, to monitor  and  police  the
Loans and to protect Lenders' security interests, if any, created
by the Loan Documents.  Administrative Agent agrees to deliver  a
copy  of  any such report to Company with the understanding  that
Company  acknowledges and agrees that (i) it will  hold  harmless
Administrative  Agent and each Lender from any costs,  losses  or
liabilities  relating to Company's use of  or  reliance  on  such
report,  (ii)  neither Administrative Agent nor any Lender  makes
any  representation or warranty with respect to such report,  and
(iii)   by   delivering   such   report   to   Company,   neither
Administrative Agent nor any Lender is requiring or  recommending
the   implementation   of  any  suggestions  or   recommendations
contained in such report.

     C.   Company shall promptly advise Lenders in writing and in
reasonable  detail of (i) any Release of any Hazardous  Materials
required   to  be  reported  to  any  federal,  state  or   local
governmental   or   regulatory  agency   under   any   applicable
Environmental Laws, (ii) any and all written communications  with
respect  to  any  Environmental Claims  that  have  a  reasonable
possibility of giving rise to a Material Adverse Effect  or  with
respect  to  any  Release of Hazardous Materials required  to  be
reported   to  any  federal,  state  or  local  governmental   or
regulatory agency, (iii) any remedial action taken by Company  or
any  other Person in response to (x) any Hazardous Materials  on,
under  or  about  any  Facility, the existence  of  which  has  a
reasonable  possibility  of resulting in an  Environmental  Claim
having a Material Adverse Effect, or (y) any Environmental  Claim
that could have a Material Adverse Effect, (iv) discovery by  any
Responsible  Officer of any occurrence or condition on  any  real
property adjoining or in the vicinity of any Facility that  could
cause  such  Facility or any part thereof to be  subject  to  any
restrictions on the ownership, occupancy, transferability or  use
thereof  under  any Environmental Laws, and (v) any  request  for
information  from  any  governmental agency  that  suggests  such
agency   is   investigating  whether  Company  or  any   of   its
Subsidiaries  may  be potentially responsible for  a  Release  of
Hazardous Materials.

      D.    Company  shall  promptly notify Lenders  of  (i)  any
proposed acquisition of stock, assets, or property by Company  or
any  of  its  Subsidiaries that could reasonably be  expected  to
expose  Company  or  any of its Subsidiaries to,  or  result  in,
Environmental Claims that could have a Material Adverse Effect or
that  could  reasonably be expected to have  a  material  adverse
effect on any Governmental Authorization then held by Company  or
any  of its Subsidiaries and (ii) any proposed action to be taken
by  Company or any of its Subsidiaries to commence manufacturing,
industrial or other operations that could reasonably be  expected
to subject Company or any of its Subsidiaries to additional laws,
rules  or regulations, including, without limitation, laws, rules
and  regulations  requiring additional environmental  permits  or
licenses.

      E.    Company shall, at its own expense, provide copies  of
such  documents  or  information  as  Administrative  Agent   may
reasonably request in relation to any matters disclosed  pursuant
to this subsection 6.7.

6.8  Company's Remedial Action Regarding Hazardous Materials.

           Company shall promptly take, and shall cause  each  of
its Subsidiaries promptly to take, any and all necessary remedial
action  in  connection with the presence, storage, use, disposal,
transportation or Release of any Hazardous Materials on, under or
about  any  Facility  in  order to  comply  with  all  applicable
Environmental Laws and Governmental Authorizations.  In the event
Company or any of its Subsidiaries undertakes any remedial action
with  respect to any Hazardous Materials on, under or  about  any
Facility,  Company or such Subsidiary shall conduct and  complete
such   remedial   action  in  compliance  with   all   applicable
Environmental  Laws, and in accordance with the policies,  orders
and  directives  of  all  federal, state and  local  governmental
authorities  except when, and only to the extent that,  Company's
or  such Subsidiary's liability for such presence, storage,  use,
disposal,  transportation or discharge of any Hazardous Materials
is being contested in good faith by Company or such Subsidiary.

6.9  Post-Closing Matters.

          Company shall comply with all covenants and obligations
set  forth on Schedule 6.9 hereto, which are incorporated  herein
by this reference.

6.10 New Subsidiaries; New Joint Ventures; Further Assurances.

      A.    In the event a Person becomes a Subsidiary of Company
after   the   Effective  Date,  Company,  upon  the  request   of
Administrative  Agent, shall and shall cause such  Subsidiary  to
execute  and  deliver such guaranties, collateral  documents  and
such  other  agreements,  pledges,  assignments,  documents   and
certificates  (including, without limitation, any  amendments  to
the  Loan  Documents)  as may be necessary  or  desirable  or  as
Administrative  Agent  may request and do  such  other  acts  and
things as Administrative Agent reasonably may request in order to
have  a  lien  on the stock of such Subsidiary and to  have  such
Subsidiary  guaranty  and/or secure the  Obligations  and  effect
fully the purposes of this Agreement and the other Loan Documents
and  any  Lender  Interest Rate Agreements  and  to  provide  for
payment  of  the  Obligations hereunder and  all  obligations  in
respect of any Lender Interest Rate Agreements in accordance with
the  terms of this Agreement and the other Loan Documents and any
Lender Interest Rate Agreements.

      B.   In the event Company or any of its Subsidiaries enters
into  any  Joint  Venture  by  means  of  the  ownership  of  any
Subsidiary   (a  "Participant  Subsidiary")  that,  directly   or
indirectly, holds stock in a Joint Venture in corporate  form  or
acts  as  a  partner  in  a Joint Venture  in  partnership  form,
(i)  Company shall, and shall cause each of its Subsidiaries  to,
pledge  its interests in such Participant Subsidiary that  enters
into  such Joint Venture as Collateral, (ii) neither Company  nor
any of its Subsidiaries shall enter into any other agreement that
creates  any  Lien  on  the interests that Company  or  any  such
Subsidiary  owns in such Participant Subsidiary or Joint  Venture
and  (iii) neither Company nor any of its Subsidiaries will enter
into  any  agreement  that  prohibits,  restricts  or  conditions
Lenders'  rights to encumber the stock or ownership interests  in
such Participant Subsidiary or Joint Venture.

      C.    Additionally, Company shall, and shall cause each  of
its  Subsidiaries  to, execute such documents  as  Administrative
Agent  reasonably  may request to perfect Administrative  Agent's
Lien  on  real  or  personal  property  located  at  any  of  the
Facilities acquired after the Effective Date.

      D.    Without limiting the generality of subsection  6.10C,
if,  and  at  such  time  as, SIRCC or any Affiliate  of  Company
purchases  any  of the parking lots used in connection  with  the
Illinois  Facilities  from Burlington Northern  Railroad  Company
(the  "Railroad"), which parking lots SIRCC currently leases from
the  Railroad,  unless  Administrative  Agent  otherwise  agrees,
Company  shall  cause  SIRCC  or such Affiliate  purchasing  such
parking lot (i) to grant to Administrative Agent a deed of  trust
or  mortgage,  in form and substance acceptable to Administrative
Agent,  on such parking lot(s), (ii) to pay or cause to  be  paid
any monetary Liens then encumbering such parking lot(s), (iii) to
provide  Administrative  Agent with a lender's  policy  of  title
insurance  and  any endorsements thereto, in form  and  substance
acceptable  to Administrative Agent (but, subject  to  such  non-
monetary  Liens as do not materially affect the use and operation
of  such parking lot), insuring such deed of trust or mortgage as
a   first  priority  Lien  on  such  parking  lot  in  favor   of
Administrative Agent, and (iv) to execute and deliver such  other
instruments  and  agreements and undertake  such  other  acts  as
Administrative   Agent   may  request  in  connection   therewith
(including,  without  limitation, executing security  agreements,
fixture  filings, and financing statements with respect  to  such
parking lots).

      E.    Company, Administrative Agent and each of the Lenders
will,  at  the  expense of Company, do, execute, acknowledge  and
deliver,  or  cause  to  be  done,  executed,  acknowledged   and
delivered, such amendments or supplements hereto or to any of the
Loan  Documents  and  such  further  documents,  instruments  and
transfers as any such party may reasonably require for the curing
of any defect in the execution or acknowledgment hereof or in any
of the Loan Documents, or in the description of the real property
or other Collateral or for the proper evidencing of giving notice
of  each  Lien  or  security interest securing repayment  of  the
Obligations.   Further, upon the execution and  delivery  of  the
Mortgages, the Ship Mortgages and each of the Loan Documents  and
thereafter, from time to time, Company shall cause the Mortgages,
the  Ship  Mortgages  and  each of the Loan  Documents  and  each
amendment  and  supplement thereto to be  filed,  registered  and
recorded and to be refiled, re-registered and re-recorded in such
manner  and  in  such  places as may be  reasonably  required  by
Requisite  Lenders or Administrative Agent, in order  to  publish
notice of and fully protect the Liens of the Mortgages, the  Ship
Mortgages and each of the Loan Documents in the Collateral and to
perform  or  cause to be performed from time to  time  any  other
actions  required by law and execute or cause to be executed  any
and  all  instruments of further assurance that may be  necessary
for such publication, perfection, continuation and protection.

      F.   Company shall give Administrative Agent written notice
(the  "Initial  Notice")  promptly upon entering  into  contracts
after  the  Effective Date other than the Excluded Contracts  (as
defined below) which individually or in the aggregate could  give
rise to mechanic's liens in excess of $1,000,000 with respect  to
the  construction  or  renovation of Improvements  or  any  other
contracts  aggregating more than $1,000,000 that might give  rise
to mechanics or other statutory Liens at any one of the following
locations  (a) the Illinois Premises, (b) the Louisiana  Premises
or  (c)  the Louisiana Hotel Premises, which notice shall include
the  location at which such construction or renovation is  taking
place  and  a brief description of the nature of the construction
or  renovation.   From and after the date of the Initial  Notice,
Company   shall   give   Administrative  Agent   written   notice
("Subsequent Notice") promptly upon entering into contracts which
individually or in the aggregate increase Company's  exposure  to
mechanics  or  other statutory Liens by any amount in  excess  of
$100,000  from  the amount of mechanics or other statutory  Liens
for  which Company was potentially liable on the day Company gave
the Initial Notice, or, thereafter, the day Company gave the most
recent  prior  Subsequent  Notice.   Administrative  Agent  shall
promptly transmit all such notices required under this clause  to
Lenders  and,  upon  receipt of written  requests  therefor  from
Requisite  Lenders,  shall  request Title  Company  to  issue  at
Company's  expense a California Land Title Association  Form  122
(or  comparable) endorsement to the Title Policy  issued  at  the
closing  of this Agreement with respect to the location at  which
such   construction  or  renovation  is  being  conducted,  which
endorsement  shall  provide insurance against  any  mechanics  or
other   statutory   liens  arising  from  such  construction   or
renovation; provided that Requisite Lenders may request  such  an
endorsement  be  issued no more often than quarterly  during  the
period  from the date of receipt of any such notice from  Company
until  such  date  as all of the following have  occurred  (x)  a
certificate of use or occupancy (or comparable certificate in the
applicable  jurisdiction) has been issued with  respect  to  such
construction or renovation, (y) any statutory period within which
a  mechanics  Lien  could be asserted has  expired  and  (z)  all
contractors with respect to such construction or renovation  have
been  paid  in full.  Company agrees to cooperate with the  Title
Company to cause such endorsements to be issued.  For purposes of
this  Section 6.10F Excluded Contracts shall mean contracts  with
respect  to  which the Title Policies delivered on the  Effective
Date  provided  endorsements as to the absence  of  mechanics  or
other  statutory Liens arising in connection with the performance
thereof.

      G.    Upon  each exercise of the option in the  Waterbottom
Lease (as defined in the Louisiana Mortgage) that permits PLC  to
lease  additional waterbottom lands from the State of  Louisiana,
Players  shall record, or shall cause PLC to record, in the  land
records  of Calcasieu Parish, Louisiana, a memorandum of exercise
of  option for purposes of putting of record PLC's rights in such
additional  lands.  Concurrently therewith, Players shall  notify
Administrative Agent in writing and shall execute,  deliver,  and
record  any instruments and agreements and do such other acts  as
Administrative Agent may deem necessary or appropriate to  insure
the  senior  priority of the lien of the Louisiana Mortgage  over
such additional lands (including, without limitation, causing the
Title  Company to issue, at Company's sole cost and  expense,  an
endorsement  to the applicable Title Policy ensuring  the  senior
priority of the lien of the Louisiana Mortgage on PLC's rights in
such additional lands).

6.11 Exchange Listing.

           Company shall take any and all actions to ensure  that
at  all times the shares of Company's common stock are listed  on
NASDAQ or another national securities exchange.


                           SECTION 7.
                  COMPANY'S NEGATIVE COVENANTS

           Company  covenants and agrees that,  so  long  as  the
Commitments hereunder shall remain in effect and until payment in
full  of  all  of  the  Loans  and  other  Obligations  and   the
cancellation  or  expiration of all  Letters  of  Credit,  unless
Requisite  Lenders  shall otherwise give prior  written  consent,
Company  shall perform, and shall cause each of its  Subsidiaries
to perform, all covenants in this Section 7.

7.1  Indebtedness.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries to, directly or indirectly, create, incur, assume or
guaranty,  or  otherwise become or remain directly or  indirectly
liable with respect to, any Indebtedness, except

          (i)  the Loans;

          (ii) the Senior Notes;

          (iii)     [omitted];

           (iv) intercompany Indebtedness of Company owed to  any
     wholly-owned  Subsidiary  or any  intercompany  Indebtedness
     owed by any wholly-owned Subsidiary of Company to Company or
     any  other wholly-owned Subsidiary of Company; provided that
     any  payment under any Guaranty shall result in a pro  tanto
     reduction  of  the amount of such intercompany  Indebtedness
     owed by a Guarantor to Company; and

           (v)   so  long as no Event of Default or, to Company's
     Best  Knowledge,  Potential  Event  of  Default  shall  have
     occurred and be continuing, or shall be caused thereby,  (A)
     Other Allowed Indebtedness (Secured) and (B) Company and its
     Subsidiaries  may  create,  incur,  assume  or  guaranty  or
     otherwise  become  or remain liable directly  or  indirectly
     liable   with   respect   to  Other   Allowed   Indebtedness
     (Unsecured)  if, after giving effect thereto, Company  shall
     be in compliance on a pro forma basis with subsection 7.6H.

7.2  Liens and Related Matters.

     A.   Prohibition on Liens.  Company shall not, and shall not
permit  any  of  its  Subsidiaries to,  directly  or  indirectly,
create,  incur,  assume or permit to exist any Lien  on  or  with
respect  to any of their respective assets, whether now owned  or
hereafter acquired, or any income or profits therefrom,  or  file
or  permit  the  filing of, or permit to remain  in  effect,  any
financing  statement or other similar notice  of  any  Lien  with
respect  to  any  of the Collateral under the Uniform  Commercial
Code  of  any  State  or under any similar  recording  or  notice
statute, except:

          (i)  Permitted Encumbrances;

           (ii)  Liens  granted  or  permitted  pursuant  to  the
     Collateral Documents;

           (iii)      Liens  to secure Other Allowed Indebtedness
     (Secured)   to   the  extent  permitted  pursuant   to   the
     definitions  of  "Other Allowed Indebtedness (Secured)"  and
     "Purchase Money Debt";

          (iv) Liens existing on the Effective Date and described
     on Schedule 7.2 annexed hereto; and

           (v)   a  Lien  to be granted by PMH and/or  PMHLP,  as
     lessee,  on  certain  of  its gaming  equipment  and  gaming
     receivables,  in  favor of the Riverside Joint  Venture,  as
     landlord,  to  secure the payment by PMH  of  certain  lease
     obligations   owed  to  the  Riverside  Joint   Venture   in
     connection  with  the  operation  of  the  Maryland  Heights
     Facilities.

      B.    No Further Negative Pledges.  Except with respect  to
specific property encumbered pursuant to subsection 7.2A or to be
sold  pursuant to an executed agreement with respect to an  Asset
Sale,  neither  Company nor any of its Subsidiaries  shall  enter
into any agreement prohibiting the creation or assumption of  any
Lien  upon any of its properties or assets, whether now owned  or
hereafter acquired.

      C.   No Restrictions on Subsidiary Distributions to Company
or  Other Subsidiaries.  Except as provided herein, Company  will
not,  and  will not permit any of its Subsidiaries to, create  or
otherwise  cause  or  suffer to exist  or  become  effective  any
consensual encumbrance or restriction of any kind on the  ability
of  any  such Subsidiary to (i) pay dividends or make  any  other
distributions on any of such Subsidiary's capital stock owned  by
Company or any other Subsidiary of Company, (ii) repay or  prepay
any  Indebtedness owed by such Subsidiary to Company or any other
Subsidiary of Company, (iii) make loans or advances to Company or
any  other  Subsidiary of Company, or (iv) transfer  any  of  its
property or assets to Company or any other Subsidiary of Company.

7.3  Investments, Loans and Advances; Capital Expenditures.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries  to,  directly  or  indirectly,  make  or  own   any
Investment  or  make  any  capital  expenditure  in  any  Person,
including  any  Joint  Venture or to  make  Consolidated  Capital
Expenditures, except:

          (i)  Investments in Cash Equivalents;

          (ii) Investments of Net Cash Proceeds of Asset Sales in
a  Related Business made within 270 days of the receipt  of  such
Net Cash Proceeds;

            (iii)      Company  and  its  Subsidiaries  may  make
intercompany loans to the extent permitted under subsection  7.1;
provided   that  the  obligations  under  any  such   loans   are
subordinated to the Obligations of Company or any such Subsidiary
under the Loans or the Guaranty, as the case may be;

           (iv) Company and its Subsidiaries may continue to  own
the Investments owned by them on the Effective Date and described
in Schedule 7.3 annexed hereto; and

          (v)  Company and its Subsidiaries may make Consolidated
Capital  Expenditures in the following amounts for the  following
purposes:

            (a)    Consolidated  Capital  Expenditures  for   the
     construction  or  acquisition  of  new  facilities   in   an
     aggregate  amount not exceeding $35,000,000 for all  periods
     after the Effective Date;

            (b)    Consolidated  Capital  Expenditures  for   the
     maintenance  of  facilities (including  the  replacement  of
     destroyed   or   damaged  equipment  with   comparable   new
     equipment)  in  an amount not exceeding $10,000,000  in  any
     fiscal year;

           (c)   other  Consolidated  Capital  Expenditures  (for
     construction of new facilities) in amounts not exceeding  at
     any  date  of determination the sum of (w) 100% of  the  net
     cash  proceeds  received by Company from  the  sale  of  any
     equity  securities  of Company during the  period  from  the
     Effective Date to such date of determination plus (x) 75% of
     the  net cash proceeds received by Company from the sale  of
     any  Subordinated  Indebtedness of the  Company  during  the
     period from the Effective Date to such date of determination
     plus  (y)  75% of Consolidated Net Income during the  period
     from  the  first Fiscal Quarter to end after  the  Effective
     Date to such date of determination.

7.4  Contingent Obligations.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries   to,   without  the  prior   written   consent   of
Administrative   Agent   and  Requisite  Lenders,   directly   or
indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

           (i)   Company  and such Subsidiaries  may  become  and
     remain  liable  with  respect to Contingent  Obligations  in
     respect  of  any  Indebtedness of  Company  or  any  of  its
     Subsidiaries permitted by subsection 7.1;

           (ii)  Company  and such Subsidiaries  may  become  and
     remain  liable  with  respect to Contingent  Obligations  in
     respect  to  Interest  Rate Agreements  in  respect  of  any
     Indebtedness of Company hereunder;

           (iii)     Company and such Subsidiaries may become and
     remain  liable  with  respect to Contingent  Obligations  in
     respect of Letters of Credit; and

           (iv)  Company  and such Subsidiaries  may  become  and
     remain liable for Contingent Obligations to make Investments
     permitted by subsection 7.3.

7.5  Restricted Payments.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries  to,  directly or indirectly, declare,  order,  pay,
make or set apart any sum for any Restricted Payment, except:

          (i)   Company may make open-market or private purchases
     of its outstanding equity securities (or options or warrants
     to  purchase such securities) in an aggregate amount for all
     such  purchases made after the Effective Date not to  exceed
     the  sum  of  (x) $10,000,000 plus (y) 50%  of  the  sum  of
     Consolidated Net Income for each Fiscal Quarter ending after
     the Effective Date and prior to the making of the applicable
     Restricted Payment; provided that nothing contained in  this
     subsection  7.5 shall limit Company's ability to  repurchase
     Senior Notes pursuant to a Regulatory Redemption (as defined
     in the Indenture); and

           (ii)  Company may make Restricted Payments to  redeem,
     retire  or purchase for value any interests of any class  of
     stock of Company now or hereafter outstanding; provided that
     the  amount of any Restricted Payment made pursuant to  this
     clause  (ii)  shall not exceed the aggregate amount  of  net
     cash proceeds from the issuance or sale of the same class of
     stock  of  Company received by Company during  the  180  day
     period  preceding the date such Restricted Payment was  made
     (excluding net cash proceeds applied to any other Restricted
     Payment pursuant to this clause (ii)).
7.6  Financial Covenants.

     A.   Minimum Fixed Charge Coverage Ratio.  Company shall not
permit  the Fixed Charge Coverage Ratio on the last day  of  each
Fiscal Quarter to be less than 1.50:1.00.

     B.   [Omitted].

     C.   [Omitted].

     D.   [Omitted].

     E.   Minimum Consolidated Tangible Net Worth.

          (i)  Company shall not permit Consolidated Tangible Net
     Worth  on the last day of each Fiscal Quarter ending  before
     the  first anniversary of the Effective Date to be less than
     $114,000,000.

          (ii) Company shall not permit Consolidated Tangible Net
     Worth  on the last day of each Fiscal Quarter ending  on  or
     after the first anniversary of the Effective Date to be less
     than the sum of (x) $114,000,000 plus (y) an amount equal to
     75%  of  Consolidated Net Income during the period from  the
     first Fiscal Quarter commencing after the Effective Date  to
     the   date  of  determination,  excluding  any  Fiscal  Year
     (including,  if applicable, the portion of the  Fiscal  Year
     ending  on the date of determination) for which Consolidated
     Net Income was negative.

     F.   [Omitted].

      G.   Maximum Facility Debt Ratio.  Company shall not permit
the  ratio of Facility Debt on the last day of any Fiscal Quarter
to  Consolidated EBITDA for the four consecutive Fiscal  Quarters
ending on such day to be greater than 1.50:1.00.

      H.    Maximum Total Funded Debt Ratio.  Company  shall  not
permit  the  ratio of Total Funded Debt on the last  day  of  any
Fiscal  Quarter  ending  during any period  set  forth  below  to
Consolidated  EBITDA  for  the four consecutive  Fiscal  Quarters
ending  on  such day to be more than the amount set  forth  below
opposite such period:

             Period                                     Amount
     Effective Date through December 30, 1998          4.75:1.00
     December 31, 1998 through December 30, 1999       4.25:1.00
     December 31, 1999 and thereafter                  3.75:1.00


7.7  Restriction   on  Fundamental  Changes;  Asset   Sales   and
     Acquisitions.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries to, alter the corporate, capital or legal  structure
of  Company  or  any  of  its Subsidiaries,  or  enter  into  any
transaction of merger or consolidation, or liquidate, wind-up  or
dissolve  itself  (or suffer any liquidation or dissolution),  or
convey, sell, lease, sub-lease, transfer or otherwise dispose of,
in  one  transaction  or  a series of transactions,  all  or  any
substantial  part  of  its business, property  or  fixed  assets,
whether  now owned or hereafter acquired, or acquire by  purchase
or  otherwise  50%  or more of the business,  property  or  fixed
assets of, or stock or other evidence of beneficial ownership of,
any  Person  or any division or line of business of  any  Person,
except:

          (i)  any Subsidiary of Company (other than a Guarantor)
     may  be  merged  with  or into Company or  any  wholly-owned
     Subsidiary  of  Company,  or  be  liquidated,  wound  up  or
     dissolved,  or all or any part of its business, property  or
     assets  may  be  conveyed,  sold,  leased,  transferred   or
     otherwise  disposed of, in one transaction or  a  series  of
     transactions,  to Company or any wholly-owned Subsidiary  of
     Company;  provided  that, in the  case  of  such  a  merger,
     Company  or  such  wholly-owned  Subsidiary  shall  be   the
     continuing or surviving corporation; provided further if any
     Guarantor  or  grantor under a Collateral  Document  is  the
     disappearing   entity  in  a  merger  with  a   wholly-owned
     Subsidiary that is not a Guarantor or grantor, the surviving
     corporation  shall  execute a Guaranty and/or  a  Subsidiary
     Security Agreement, as the case may be;

           (ii)  any  Subsidiary of Company may change its  legal
     structure so long as (X) any such modification does  not  in
     any  manner  impair  any  Lender's ability  to  realize  the
     Collateral owned by such Subsidiary upon an Event of Default
     and  (Y) if such Subsidiary is the disappearing entity in  a
     merger  devised  to  effect such a  structural  change,  the
     surviving   entity  shall  execute  a  Guaranty   and/or   a
     Subsidiary Security Agreement, as the case may be;

           (iii)      subject to subsections 7.11 and  2.4A(iii),
     Company and its Subsidiaries may make Asset Sales of  assets
     having a fair market value not in excess of $5,000,000 on an
     individual basis; provided that, with respect to the sale of
     any  asset  having a fair market value equal to or exceeding
     $2,500,000,  (x) the consideration received for such  assets
     shall  be  in  an amount at least equal to the  fair  market
     value  thereof and (y) at least eighty percent (80%) of  the
     consideration received shall be Cash; and

          (iv) Company and its Subsidiaries may make acquisitions
     of  Securities issued by Company consistent with  subsection
     7.5.

7.8  Transactions with Shareholders and Affiliates.

           Company  shall not, and shall not permit  any  of  its
Subsidiaries to, directly or indirectly, enter into or permit  to
exist   any  transaction  (including,  without  limitation,   the
purchase,  sale,  lease  or  exchange  of  any  property  or  the
rendering of any service) the subject matter of which involves an
amount  in excess of $1,000,000 with any holder of 5% or more  of
any  class  of equity Securities of Company or with any Affiliate
of  Company  or  of  any  such holder, on  terms  that  are  less
favorable to Company or that Subsidiary, as the case may be, than
those that might be obtained at the time from Persons who are not
such  a  holder or Affiliate; provided that nothing contained  in
the  foregoing  restriction shall apply to  (i)  any  transaction
between  Company  and  any  of its wholly-owned  Subsidiaries  or
between  any of its wholly-owned Subsidiaries or (ii)  reasonable
and customary fees paid to members of the Boards of Directors  of
Company and its Subsidiaries.

7.9  Disposal of Subsidiary Stock.

          Company shall not:

           (i)   directly or indirectly sell, assign,  pledge  or
     otherwise encumber or dispose of any shares of capital stock
     or  other  equity  Securities of any  of  its  Subsidiaries,
     except  to qualify directors if required by applicable  law;
     or

           (ii)  permit  any  of  its  Subsidiaries  directly  or
     indirectly to sell, assign, pledge or otherwise encumber  or
     dispose  of  any  shares of capital stock  or  other  equity
     Securities  of  any  of  its  Subsidiaries  (including  such
     Subsidiary),  except  to  Company,  another  Subsidiary   of
     Company,  or to qualify directors if required by  applicable
     law.

7.10 Conduct of Business.

           From and after the Effective Date, Company shall  not,
and  shall not permit any of its Subsidiaries to, engage  in  any
business other than (i) the businesses engaged in by Company  and
its  Subsidiaries  on  the Effective Date  as  described  in  the
"Business"  and "Properties" section of the 10-K and any  Related
Business  and  (ii)  such  other lines  of  business  as  may  be
consented to by Requisite Lenders.

7.11 Tradenames, Trademarks and Servicemarks.

          Company and its Subsidiaries shall not assign or in any
other  manner alienate its interest in any tradenames, trademarks
or  servicemarks relating or pertaining to any of the  Facilities
other than (i) as provided on Schedule 7.11, (ii) assignments  in
the  ordinary course of Company's business and similar in  nature
to  the  types  of  assignments undertaken by  comparable  gaming
entities  or  (iii)  assignments to Company or  any  wholly-owned
Subsidiary  of  Company, if such assignment does not  affect  the
validity  and  enforceability of such tradenames,  trademarks  or
servicemarks and, prior to any such assignment, the assignee  has
granted  Administrative  Agent a legally  valid  and  enforceable
security   interest  in  any  such  tradenames,   trademarks   or
servicemarks.

7.12 Change of Control Offer.

           Company  shall not commence a Change of Control  Offer
(as  defined  in the Indenture) without the consent of  Requisite
Lenders.

7.13 No Amendment of Indenture.

           Company  shall not amend the Indenture in  any  manner
without  the  prior written consent of Requisite  Lenders,  which
consent shall not be unreasonably withheld; provided that nothing
contained in this restriction shall apply to any amendment to the
Indenture  that  either (i) does not require the consent  of  any
holder  of Senior Notes or (ii) is required by a final  order  or
decree of a court of competent jurisdiction.

7.14 No Movement of Other Barges.

          Company and its Subsidiaries shall not permit any Barge
to  be moved from permanent moorage at the Louisiana Premises  or
the  Illinois Premises, as applicable, unless and until (i)  such
Barge is registered with the United States Coast Guard and (ii) a
first  priority  Lien has been created for  the  benefit  of  the
Lenders  pursuant  to a duly authorized, executed  and  delivered
Ship Mortgage.


                           SECTION 8.
                       EVENTS OF DEFAULT

           IF  any of the following conditions or events ("Events
of Default") shall occur:

8.1  Failure to Make Payments When Due.

           Failure  by  Company  to pay (i)  any  installment  of
principal of or interest on any Loan when due, whether at  stated
maturity, by acceleration, by notice of voluntary prepayment,  by
mandatory  prepayment  or otherwise; (ii)  when  due  any  amount
payable  to  the Issuing Lender in reimbursement of  any  drawing
under  a  Letter of Credit; or (iii) any interest on any Loan  or
any  fee or any other amount due under this Agreement within five
days after the date due; or

8.2  Default in Other Agreements.

           (i)  Failure of Company or any of its Subsidiaries  to
pay when due (a) any principal of or interest on any Indebtedness
(other  than Indebtedness referred to in subsection  8.1)  in  an
individual principal amount of $2,500,000 or more or any items of
Indebtedness with an aggregate principal amount of $5,000,000  or
more  or (b) any Contingent Obligation in an individual principal
amount  of $2,500,000 or more or any Contingent Obligations  with
an aggregate principal amount of $5,000,000 or more, in each case
beyond  the  end  of  any  grace  period  provided  therefor;  or
(ii) breach or default by Company or any of its Subsidiaries with
respect  to  any other material term of (a) any evidence  of  any
Indebtedness  in an individual principal amount of $2,500,000  or
more  or  any  items of Indebtedness with an aggregate  principal
amount of $5,000,000 or more or any Contingent Obligation  in  an
individual  principal amount of $2,500,000 or more or any  Contin
gent Obligations with an aggregate principal amount of $5,000,000
or  more or (b) any loan agreement, mortgage, indenture or  other
agreement   relating   to   such   Indebtedness   or   Contingent
Obligation(s),  if the effect of such breach  or  default  is  to
cause, or to permit the holder or holders of that Indebtedness or
Contingent  Obligation(s) (or a trustee on behalf of such  holder
or  holders)  to  cause, that Indebtedness or  Contingent  Obliga
tion(s)  to  become or be declared due and payable prior  to  its
stated  maturity or the stated maturity of any underlying  obliga
tion, as the case may be (upon the giving or receiving of notice,
lapse of time, both, or otherwise); or

8.3  Breach of Certain Covenants.

           Failure of Company to perform or comply with any  term
or   condition  contained  in  subsection  2.4A(iii),   2.4B(ii),
6.1(ix)(a), 6.2, 6.4B or Section 7 of this Agreement; or

8.4  Breach of Warranty.

           Any  representation, warranty, certification or  other
statement  made  or  deemed  made  by  Company  or  any  of   its
Subsidiaries  in  any  Loan  Document  or  in  any  statement  or
certificate  at  any  time  given  by  Company  or  any  of   its
Subsidiaries  in  writing  pursuant  hereto  or  thereto  or   in
connection  herewith or therewith shall be false in any  material
respect on the date as of which made; or

8.5  Other Defaults Under Loan Documents.

          Company or any of its Subsidiaries shall default in the
performance  of  or  compliance with any term contained  in  this
Agreement or any of the other Loan Documents, other than any such
term  referred to in any other subsection of this Section 8,  and
such  default  shall not have been remedied or waived  within  15
days  after  the  earlier of (i) a Responsible  Officer  becoming
aware  of such default or (ii) receipt by Company of notice  from
Administrative Agent or any Lender of such default; or

8.6  Involuntary Bankruptcy; Appointment of Receiver, etc.

           (i)  A court having jurisdiction in the premises shall
enter  a decree or order for relief in respect of Company or  any
of  its  Subsidiaries in an involuntary case under the Bankruptcy
Code  or  under  any other applicable bankruptcy,  insolvency  or
similar law now or hereafter in effect, which decree or order  is
not  stayed;  or any other similar relief shall be granted  under
any  applicable federal or state law; or (ii) an involuntary case
shall  be  commenced against Company or any of  its  Subsidiaries
under   the   Bankruptcy  Code  or  under  any  other  applicable
bankruptcy, insolvency or similar law now or hereafter in effect;
or  a  decree  or  order of a court having  jurisdiction  in  the
premises   for   the  appointment  of  a  receiver,   liquidator,
sequestrator, trustee, custodian or other officer having  similar
powers over Company or any of its Subsidiaries, or over all or  a
substantial  part  of its property, shall have been  entered;  or
there  shall  have  occurred the involuntary  appointment  of  an
interim receiver, trustee or other custodian of Company or any of
its  Subsidiaries for all or a substantial part of its  property;
or  a  warrant of attachment, execution or similar process  shall
have been issued against any substantial part of the property  of
Company  or any of its Subsidiaries, and any such event described
in  this clause (ii) shall continue for 45 days unless dismissed,
bonded, discharged or stayed; or

8.7  Voluntary Bankruptcy; Appointment of Receiver, etc.

           (i)  Company or any of its Subsidiaries shall have  an
order  for  relief  entered with respect  to  it  or  commence  a
voluntary  case  under the Bankruptcy Code  or  under  any  other
applicable bankruptcy, insolvency or similar law now or hereafter
in  effect, or shall consent to the entry of an order for  relief
in  an  involuntary case, or to the conversion of an  involuntary
case to a voluntary case, under any such law, or shall consent to
the appointment of or taking possession by a receiver, trustee or
other custodian for all or a substantial part of its property; or
Company or any of its Subsidiaries shall make any assignment  for
the  benefit  of  creditors;  or  (ii)  Company  or  any  of  its
Subsidiaries shall be unable, or shall fail generally,  or  shall
admit  in  writing its inability, to pay its debts as such  debts
become  due; or the Board of Directors of Company or any  of  its
Subsidiaries   (or  any  committee  thereof)  shall   adopt   any
resolution  or otherwise authorize any action to approve  any  of
the  actions referred to in clause (i) above or this clause (ii);
or

8.8  Judgments and Attachments.

           Any  money judgment, writ or warrant of attachment  or
similar process involving (i) in any individual case an amount in
excess  of  $2,500,000 or (ii) in the aggregate at  any  time  an
amount  in  excess of $5,000,000 (in either case  not  adequately
covered  by  insurance  as  to which  an  unaffiliated  insurance
company  has  acknowledged coverage) shall be  entered  or  filed
against  Company  or  any of its Subsidiaries  or  any  of  their
respective  assets  and  shall  remain  undischarged,  unvacated,
unbonded  or  unstayed for a period of 45 days (or in  any  event
later  than  five  days prior to the date of  any  proposed  sale
thereunder); or

8.9  Dissolution.

           Any order, judgment or decree shall be entered against
Company  or any of its Subsidiaries decreeing the dissolution  or
split  up  of  Company or that Subsidiary and  such  order  shall
remain  undischarged or unstayed for a period  in  excess  of  30
days; or

8.10 Employee Benefit Plans.

      A.    There  shall  occur one or more  ERISA  Events  which
individually  or in the aggregate results in or might  reasonably
be  expected  to result in liability of Company  or  any  of  its
Subsidiaries  or  any  of their respective  ERISA  Affiliates  in
excess of $5,000,000 during the term of this Agreement.

      B.    There  shall  exist  an amount  of  unfunded  benefit
liabilities  (as  defined  in  Section  4001(a)(18)  of   ERISA),
individually or in the aggregate for all Pension Plans (excluding
for  purposes of such computation any Pension Plans with  respect
to  which  assets  exceed  benefit  liabilities),  which  exceeds
$5,000,000,  and  such default shall not have  been  remedied  or
waived within 10 days after the earlier of (i) the date that,  to
Company's  Best Knowledge, such condition exists or (ii)  receipt
by  Company of notice from Administrative Agent or any Lender  of
such default; or

8.11 Change in Control.

          A Change of Control shall have occurred; or

8.12 Impairment of Collateral.

           (A)   A  judgment creditor of Company or  any  of  its
Subsidiaries shall obtain possession of any material  portion  of
the  Collateral  under  the Collateral Documents  by  any  means,
including, without limitation, levy, distraint, replevin or self-
help,  (B)  any  substantial portion of the Collateral  shall  be
taken  by  eminent  domain  or  condemnation,  (C)  any  of   the
Collateral  Documents shall cease for any reason (other  than  an
act  by  Administrative Agent or any Lender) to be in full  force
and  effect,  or any party thereto shall purport to  disavow  its
obligations thereunder or shall declare that it does not have any
further  obligations thereunder or shall contest the validity  or
enforceability thereof or Lenders shall cease to have a valid and
perfected  first  priority  security  interest  in  any  material
Collateral therein, or (D) Lenders' security interests  or  liens
on  any  material portion of the Collateral under the  Collateral
Documents shall become otherwise impaired or unenforceable; or

8.13 Loss of Gaming License.

           The  occurrence of a License Revocation by any  Gaming
Authority  in  a  jurisdiction in which Company  or  any  of  its
Subsidiaries  owns  or  operates a casino,  hotel,  casino/hotel,
resort,  casino/resort, riverboat casino, dock casino, any  other
type  of  casino,  golf course, entertainment center  or  similar
facility; provided that such License Revocation continues for  at
least five (5) calendar days; or

8.14 [omitted].

8.15 Invalidity of Guaranties.

           Either  Guaranty,  for  any  reason,  other  than  the
satisfaction in full of all Obligations, the termination of  this
Agreement  or  the  termination  of  either  Guaranty   (or   any
Guarantor's obligations thereunder) in accordance with its terms,
ceases  to be in full force and effect or is declared to be  null
and void by final order of a court of competent jurisdiction,  or
any  Guarantor  (other than any Guarantor  that  is  merged  into
another  Guarantor or the Company) denies that it has any further
liability under either Guaranty or claims that either Guaranty is
void  or  has  no force or effect in whole or in  part  or  gives
notice to such effect.

                              THEN

8.16 Remedies.

           At  any time, (i) upon the occurrence of any Event  of
Default  described  in subsection 8.6 or 8.7,  each  of  (a)  the
unpaid principal amount of and accrued interest on the Loans, (b)
an  amount  equal to the maximum amount that may at any  time  be
drawn  under  all Letters of Credit then outstanding (whether  or
not  any  beneficiary under any such Letter of Credit shall  have
presented,  or  shall be entitled at such time  to  present,  the
drafts or other documents or certificates required to draw  under
such  Letter  of  Credit),  and (c) all other  Obligations  shall
automatically   become  immediately  due  and  payable,   without
presentment, demand, protest or other requirements of  any  kind,
all  of  which  are hereby expressly waived by Company,  and  the
obligation of each Lender to make any Loan and the obligation  of
Administrative  Agent  to  issue  any  Letter  of  Credit   shall
thereupon terminate, and (ii) upon the occurrence and during  the
continuation of any other Event of Default, Administrative  Agent
shall,  upon the written request or with the written  consent  of
Requisite Lenders, by written notice to Company, declare  all  or
any  portion of the amounts described in clauses (a) through  (c)
above to be, and the same shall forthwith become, immediately due
and  payable, and the obligation of each Lender to make any  Loan
shall  thereupon  terminate and the obligation of  Administrative
Agent  to  issue  any Letter of Credit hereunder shall  thereupon
terminate; provided, however, that the foregoing shall not affect
in any way the obligations of Lenders under subsection 3.3C(i) or
the  obligations  of  Lenders to purchase participations  in  any
unpaid Swing Line Loans as provided in subsection 2.1B.

           Any  amounts  described  in  clause  (b)  above,  when
received by Administrative Agent, shall be held by Administrative
Agent  pursuant to the terms of the Collateral Account  Agreement
and shall be applied as therein provided.

            Notwithstanding  anything  contained  in  the  second
preceding  paragraph,  if at any time within  60  days  after  an
acceleration  of  the  Loans pursuant to such  paragraph  Company
shall pay all arrears of interest and all payments on account  of
principal which shall have become due otherwise than as a  result
of  such  acceleration (with interest on principal  and,  to  the
extent  permitted  by  law, on overdue  interest,  at  the  rates
specified  in  this  Agreement) and all  Events  of  Default  and
Potential  Events  of  Default (other  than  non-payment  of  the
principal  of  and accrued interest on the Loans,  in  each  case
which  is due and payable solely by virtue of acceleration) shall
be remedied or waived pursuant to subsection 10.6, then Requisite
Lenders,  by  written  notice to Company,  may  at  their  option
rescind  and  annul  such acceleration and its consequences;  but
such  action shall not affect any subsequent Event of Default  or
Potential  Event  of  Default  or  impair  any  right  consequent
thereon.  The provisions of this paragraph are intended merely to
bind  Lenders to a decision that may be made at the  election  of
Requisite Lenders and are not intended to benefit Company and  do
not  grant  Company the right to require Lenders  to  rescind  or
annul  any  acceleration hereunder, even if  the  conditions  set
forth herein are met.


                           SECTION 9.
                      ADMINISTRATIVE AGENT

9.1  Appointment.

           WFB is hereby appointed Administrative Agent hereunder
and  under  the  other  Loan Documents  and  each  Lender  hereby
authorizes Administrative Agent to act as its agent in accordance
with  the  terms of this Agreement and the other Loan  Documents.
Administrative  Agent agrees to act upon the  express  conditions
contained  in  this  Agreement and the other Loan  Documents,  as
applicable.  The provisions of this Section 9 are solely for  the
benefit  of  Administrative Agent, Managing Agent,  Arranger  and
Lenders  and  Company  shall have no  rights  as  a  third  party
beneficiary of any of the provisions thereof.  In performing  its
functions  and duties under this Agreement, Administrative  Agent
shall  act solely as an agent of Lenders and does not assume  and
shall  not  be deemed to have assumed any obligation  towards  or
relationship of agency or trust with or for Company or any of its
Subsidiaries.

9.2  Powers; General Immunity.

      A.    Duties Specified.  Each Lender irrevocably authorizes
Administrative Agent to take such action on such Lender's  behalf
and  to  exercise such powers hereunder and under the other  Loan
Documents  as are specifically delegated to Administrative  Agent
by the terms hereof and thereof, together with such powers as are
reasonably  incidental thereto.  Administrative Agent shall  have
only   those  duties  and  responsibilities  that  are  expressly
specified in this Agreement and the other Loan Documents  and  it
may  perform  such duties by or through its agents or  employees.
Neither  the Managing Agent nor the Arranger shall have any  duty
or  responsibility under this Agreement or any Loan  Document  in
its  capacity therein.  Neither the Managing Agent, Arranger  nor
Administrative Agent shall have, by reason of this  Agreement  or
any  of  the  other Loan Documents, a fiduciary  relationship  in
respect  of any Lender; and nothing in this Agreement or  any  of
the other Loan Documents, expressed or implied, is intended to or
shall be so construed as to impose upon Administrative Agent  any
obligations in respect of this Agreement or any of the other Loan
Documents except as expressly set forth herein or therein.

      B.   No Responsibility for Certain Matters.  Administrative
Agent  shall not be responsible to any Lender for the  execution,
effectiveness,     genuineness,     validity,     enforceability,
collectibility or sufficiency of this Agreement or any other Loan
Document  or  for  any representations, warranties,  recitals  or
statements made herein or therein or made in any written or  oral
statements  or in any financial or other statements, instruments,
reports or certificates or any other documents furnished or  made
by  Administrative Agent to Lenders or by or on behalf of Company
to Administrative Agent or any Lender in connection with the Loan
Documents  and the transactions contemplated thereby or  for  the
financial  condition or business affairs of Company or any  other
Person  liable  for  the  payment of any Obligations,  nor  shall
Administrative Agent be required to ascertain or  inquire  as  to
the  performance  or observance of any of the terms,  conditions,
provisions, covenants or agreements contained in any of the  Loan
Documents  or as to the use of the proceeds of the Loans  or  the
use  of  the Letters of Credit or as to the existence or possible
existence of any Event of Default or Potential Event of  Default.
Anything   contained   in   this  Agreement   to   the   contrary
notwithstanding,  Administrative  Agent  shall   not   have   any
liability arising from confirmations of the amount of outstanding
Loans  or  the  Letter of Credit Usage or the  component  amounts
thereof.

      C.    Exculpatory Provisions.  Neither Administrative Agent
nor any of its officers, directors, employees or agents shall  be
liable   to   Lenders  for  any  action  taken  or   omitted   by
Administrative Agent under or in connection with any of the  Loan
Documents  except to the extent caused by Administrative  Agent's
gross  negligence or willful misconduct.  If Administrative Agent
shall  request instructions from Lenders with respect to any  act
or action (including the failure to take an action) in connection
with   this  Agreement  or  any  of  the  other  Loan  Documents,
Administrative Agent shall be entitled to refrain from  such  act
or taking such action unless and until Administrative Agent shall
have  received  instructions  from  Requisite  Lenders.   Without
prejudice  to the generality of the foregoing, (i) Administrative
Agent shall be entitled to rely, and shall be fully protected  in
relying,  upon any communication, instrument or document believed
by  it to be genuine and correct and to have been signed or  sent
by  the  proper person or persons, and shall be entitled to  rely
and  shall  be protected in relying on opinions and judgments  of
attorneys   (who   may   be  attorneys  for   Company   and   its
Subsidiaries),   accountants,  experts  and  other   professional
advisors selected by it; and (ii) no Lender shall have any  right
of  action whatsoever against Administrative Agent as a result of
Administrative  Agent acting or (where so instructed)  refraining
from  acting  under  this Agreement or  any  of  the  other  Loan
Documents  in  accordance  with  the  instructions  of  Requisite
Lenders.  Administrative Agent shall be entitled to refrain  from
exercising any power, discretion or authority vested in it  under
this  Agreement  or  any of the other Loan Documents  unless  and
until  it  has obtained the instructions of Requisite Lenders  or
all  Lenders  as  required or permitted by this Agreement.   Each
Lender  agrees  that it shall not exercise any right  of  set-off
described   in   subsection  10.4  without  the  concurrence   of
Administrative Agent.

      D.    Administrative Agent Entitled to Act as Lender.   The
agency hereby created shall in no way impair or affect any of the
rights  and powers of, or impose any duties or obligations  upon,
Administrative  Agent  in its individual  capacity  as  a  Lender
hereunder.   With respect to its participation in the  Loans  and
the  Letters of Credit, Administrative Agent shall have the  same
rights  and powers hereunder as any other Lender and may exercise
the  same  as  though  it  were not  performing  the  duties  and
functions  delegated to it hereunder, and the  term  "Lender"  or
"Lenders"  or any similar term shall, unless the context  clearly
otherwise   indicates,  include  Administrative  Agent   in   its
individual capacity.  Administrative Agent and its Affiliates may
accept  deposits from, lend money to and generally engage in  any
kind of banking, trust, financial advisory or other business with
Company or any of its Affiliates as if it were not performing the
duties   specified  herein,  and  may  accept  fees   and   other
consideration from Company for services in connection  with  this
Agreement and otherwise without having to account for the same to
Lenders.

9.3  Representations   and  Warranties;  No  Responsibility   For
     Appraisal of Creditworthiness.

           Each  Lender represents and warrants that it has  made
its  own independent investigation of the financial condition and
affairs  of Company and its Subsidiaries in connection  with  the
making  of  the Loans and the issuance of the Letters  of  Credit
hereunder and that it has made and shall continue to make its own
appraisal   of   the   creditworthiness  of   Company   and   its
Subsidiaries.  Administrative Agent shall not have  any  duty  or
responsibility,  either initially or on a  continuing  basis,  to
make  any  such investigation or any such appraisal on behalf  of
Lenders  or  to  provide  any Lender with  any  credit  or  other
information  with  respect  thereto,  whether  coming  into   its
possession before the making of the Loans or at any time or times
thereafter,   and  Administrative  Agent  shall  not   have   any
responsibility   with  respect  to  the  accuracy   of   or   the
completeness of any information provided to Lenders.

9.4  Right to Indemnity.

           Each  Lender,  in proportion to its  Pro  Rata  Share,
severally agrees to indemnify Administrative Agent, to the extent
that  Administrative  Agent shall not  have  been  reimbursed  by
Company,  for  and against any and all liabilities,  obligations,
losses,  damages,  penalties, actions, judgments,  suits,  costs,
expenses   (including,  without  limitation,  counsel  fees   and
disbursements) or disbursements of any kind or nature  whatsoever
which  may  be  imposed  on,  incurred  by  or  asserted  against
Administrative Agent in performing its duties hereunder or  under
the  other  Loan  Documents  or  otherwise  in  its  capacity  as
Administrative  Agent in any way relating to or  arising  out  of
this  Agreement  or the other Loan Documents;  provided  that  no
Lender  shall  be  liable for any portion  of  such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,   costs,   expenses   or  disbursements   resulting   from
Administrative  Agent's gross negligence or  willful  misconduct.
If  any  indemnity  furnished  to Administrative  Agent  for  any
purpose  shall,  in  the  opinion  of  Administrative  Agent,  be
insufficient  or become impaired, Administrative Agent  may  call
for  additional indemnity and cease, or not commence, to  do  the
acts  indemnified  against  until such  additional  indemnity  is
furnished.

9.5  Successor Administrative Agent.

           Administrative Agent may resign at any time by  giving
30  days'  prior written notice thereof to Lenders  and  Company,
provided  that  on  or  before the effective  date  of  any  such
resignation,  a  successor Administrative Agent shall  have  been
appointed pursuant to this subsection 9.5A.  Administrative Agent
may  be  removed  at  any time with cause  by  an  instrument  or
concurrent  instruments  in  writing  delivered  to  Company  and
Administrative Agent and signed by Requisite Lenders.   Upon  any
such notice of resignation or any such removal, Requisite Lenders
shall have the right, upon five Business Days' notice to Company,
to appoint a successor Administrative Agent.  Upon the acceptance
of  any  appointment  as  Administrative  Agent  hereunder  by  a
successor  Administrative  Agent, that  successor  Administrative
Agent  shall thereupon succeed to and become vested with all  the
rights,  powers, privileges and duties of the retiring or removed
Administrative  Agent and the retiring or removed  Administrative
Agent  shall be discharged from its duties and obligations  under
this  Agreement.   After  any retiring or removed  Administrative
Agent's resignation or removal hereunder as Administrative Agent,
the provisions of this Section 9 shall inure to its benefit as to
any  actions  taken or omitted to be taken by  it  while  it  was
Administrative Agent under this Agreement.

9.6  Collateral Documents.

           Each  Lender  hereby further authorizes Administrative
Agent to enter into the Collateral Documents as secured party  on
behalf  of  and for the benefit of each Lender and agrees  to  be
bound  by  the  terms of the Collateral Documents; provided  that
Administrative  Agent  shall not enter into  or  consent  to  any
amendment,  modification, termination or waiver of any  provision
contained  in  the Collateral Documents except as  set  forth  in
subsection 10.6.  Anything contained in any of the Loan Documents
to  the  contrary  notwithstanding, each Lender  agrees  that  no
Lender  shall have any right individually to realize upon any  of
the   collateral  under  the  Collateral  Documents,   it   being
understood  and  agreed that all rights and  remedies  under  the
Collateral  Documents may be exercised solely  by  Administrative
Agent  for  the benefit of Lenders in accordance with  the  terms
thereof.

9.7  Release of Collateral.

           Administrative  Agent  may release  personal  property
Collateral  without the consent of any Lender to the extent  sold
or  disposed  of  by  Company or any of  its  Subsidiaries  in  a
transaction or series of transactions that constitute a permitted
Asset  Sale pursuant to subsection 7.7(ii) and that meets all  of
the  requirements  contained therein.  Administrative  Agent  may
also, upon Borrower's request, take such actions as are necessary
to  terminate any Ship Mortgage relating to a Barge on file  with
the United States Coast Guard if, and only if, (i) such Barge has
ceased, or will concurrently with such termination cease, to be a
US  Documented  Barge and (ii) Administrative  Agent  shall  have
received  assurances, reasonably satisfactory  to  Administrative
Agent,  that upon giving effect to such termination,  such  Barge
will  be  subject to a perfected first priority Lien in favor  of
Administrative Agent for the benefit of Lenders.


                          SECTION 10.
                         MISCELLANEOUS

10.1  Assignments  and  Participations in Loans  and  Letters  of
      Credit

       A.  General.  Each Lender shall have the right at any time
to  (i)  sell,  assign or transfer to any Eligible  Assignee,  or
(ii)  sell  participations to any Person  in,  all  or  any  part
(subject  to  certain limitations set forth in  subsection  10.1B
below) of its Commitments or any Loan or Loans made by it or  its
Letters of Credit or participations therein or any other interest
herein  or  in any other Obligations owed to it, subject  to  the
following restrictions:

           (v)     no   such   sale,  assignment,   transfer   or
      participation  shall,  without  the  consent  of   Company,
      require  Company to file a registration statement with  the
      Securities  and  Exchange Commission or  apply  to  qualify
      such sale, assignment, transfer or participation under  the
      securities laws of any state;

          (w)    no  such sale, assignment or transfer  described
      in  clause (i) above shall be effective unless and until  a
      Lender   Assignment   Agreement   (a   "Lender   Assignment
      Agreement")  effecting  such sale, assignment  or  transfer
      shall  have  been  accepted  by  Administrative  Agent   as
      provided in subsection 10.1B(ii); and

           (x)     no   such   sale,  assignment,   transfer   or
      participation  of any Letter of Credit or any participation
      therein  may  be  made separately from a sale,  assignment,
      transfer  or  participation of a corresponding interest  in
      the  Commitments and the Loans of the Lender effecting such
      sale, assignment, transfer or participation.

Except  as otherwise provided in this subsection 10.1, no  Lender
shall, as between Company and such Lender, be relieved of any  of
its obligations hereunder as a result of any sale, assignment  or
transfer  of, or any granting of participations in,  all  or  any
part of its Commitment or the Loans or the other Obligations owed
to such Lender.

      B.  Assignments.

           (i)     Amounts   and  Terms  of  Assignments.    Each
      Commitment,   Loan,  Letter  of  Credit  or   participation
      therein,  or  other Obligation may (a) be assigned  in  any
      amount  to  another  Lender  or  to  an  Affiliate  of  the
      assigning  Lender  or another Lender, with  the  giving  of
      notice  to  Company  and Administrative  Agent  or  (b)  be
      assigned   in  an  aggregate  amount  of  not   less   than
      $5,000,000  (or such lesser amount as shall constitute  the
      aggregate  amount  of the Commitments,  Loans,  Letters  of
      Credit  and  participations therein, and other  Obligations
      of  the assigning Lender as may be agreed to by Company and
      Administrative Agent) to any other Eligible  Assignee  with
      the  giving  of notice to Company and with the  consent  of
      Managing  Agent  (which consent shall not  be  unreasonably
      withheld).   To  the  extent  of  any  such  assignment  in
      accordance  with  either  clause  (a)  or  (b)  above,  the
      assigning Lender shall be relieved of its obligations  with
      respect  to  its Commitments, Loans, Letters of  Credit  or
      participations  therein,  or  other  Obligations   or   the
      portion  thereof  so assigned.  The parties  to  each  such
      assignment  shall  execute  and deliver  to  Administrative
      Agent,  for  its acceptance, a Lender Assignment Agreement,
      together  with a processing fee of $3,500 and  such  forms,
      certificates  or  other evidence, if any, with  respect  to
      United  States  federal income tax withholding  matters  as
      the assignee under such Lender Assignment Agreement may  be
      required  to  deliver to Administrative Agent  pursuant  to
      subsection  2.7B(iii)(a).  Upon such  execution,  delivery,
      acceptance  and  recordation from and after  the  effective
      date   specified  in  such  Lender  Assignment   Agreement,
      (y)  the  assignee thereunder shall be a party hereto  and,
      to  the  extent that rights and obligations hereunder  have
      been  assigned  to  it pursuant to such  Lender  Assignment
      Agreement,  shall  have the rights  and  obligations  of  a
      Lender  hereunder  and (z) the assigning Lender  thereunder
      shall,  to the extent that rights and obligations hereunder
      have   been   assigned  by  it  pursuant  to  such   Lender
      Assignment   Agreement,  relinquish  its  rights   and   be
      released  from  its obligations under this Agreement  (and,
      in  the case of a Lender Assignment Agreement covering  all
      or  the  remaining portion of an assigning Lender's  rights
      and  obligations  under this Agreement, such  Lender  shall
      cease  to  be  a  party  hereto); provided  that,  anything
      contained  in  any of the Loan Documents  to  the  contrary
      notwithstanding,  if  such Lender is  Administrative  Agent
      with  respect  to any outstanding Letters  of  Credit  such
      Lender  shall  continue to have all rights and  obligations
      of  an Administrative Agent with respect to such Letters of
      Credit  until  the  cancellation  or  expiration  of   such
      Letters  of  Credit and the reimbursement  of  any  amounts
      drawn  thereunder).   The Commitments  hereunder  shall  be
      modified  to  reflect the Commitments of such assignee  and
      any  remaining Commitments of such assigning Lender and the
      assigning  Lender  shall, upon the  effectiveness  of  such
      assignment   or  as  promptly  thereafter  as  practicable,
      surrender   its   Note   to   Administrative   Agent    for
      cancellation,  and  thereupon  new  Notes  shall,   if   so
      requested  by the assignee and/or the assigning  Lender  in
      accordance with subsection 2.1E, be issued to the  assignee
      and/or  to the assigning Lender, substantially in the  form
      of  Exhibits V or Exhibit VI, respectively, annexed  hereto
      with   appropriate   insertions,   to   reflect   the   new
      Commitments of the assignee and/or the assigning Lender.

          (ii)   Acceptance by Administrative  Agent.   Upon  its
      receipt  of  a Lender Assignment Agreement executed  by  an
      assigning  Lender and an assignee representing that  it  is
      an  Eligible Assignee, together with the processing fee and
      any  forms, certificates or other evidence with respect  to
      United  States federal income tax withholding matters  that
      such  assignee may be required to deliver to Administrative
      Agent  pursuant  to subsection 2.7B(iii)(a), Administrative
      Agent  shall, if such Lender Assignment Agreement has  been
      completed  and is in substantially the form of  Exhibit  IV
      hereto  and  if  Managing  Agent  have  consented  to   the
      assignment  evidenced thereby (to the extent  such  consent
      is  required pursuant to subsection 10.1B(i)),  (a)  accept
      such   Lender   Assignment   Agreement   by   executing   a
      counterpart  thereof as provided therein (which  acceptance
      shall  evidence  any  required  consent  of  Administrative
      Agent  to  such  assignment) and  (b)  give  prompt  notice
      thereof to Company.  Administrative Agent shall maintain  a
      copy  of each Lender Assignment Agreement delivered to  and
      accepted by it as provided in this subsection 10.1B(ii).

          (iii) Mandatory Assignment by Non-Suitable Lender.   If
      any  Lender is required to qualify or be found suitable  by
      the  regulations of any Gaming Authority and  does  not  so
      qualify  or  otherwise  not meet the suitability  standards
      pursuant  to  such  regulations (in such  case,  a  "Former
      Lender"),  such  Former Lender shall and hereby  agrees  to
      sell  its  rights and obligations under this  Agreement  to
      Eligible   Assignee   (the   "Substitute   Lender").    The
      Substitute  Lender shall assume the rights and  obligations
      of  the  Former Lender under this Agreement pursuant  to  a
      Lender  Assignment  Agreement, which  assumption  shall  be
      required  to  comply  with, and shall become  effective  in
      accordance  with,  the  provisions  of  subsection   10.1B;
      provided  that  the  purchase  price  to  be  paid  by  the
      Substitute  Lender to Administrative Agent for the  account
      of  the  Former Lender for such assumption shall equal  the
      sum  of  (i) the unpaid principal amount of any Loans  held
      by  the  Former Lender plus accrued interest  thereon  plus
      (ii)  the  Former  Lender's Pro  Rata  Share  (through  the
      required  purchase of participations pursuant to subsection
      3.1C)  of  the  aggregate  amount  of  drawings  under  all
      Letters  of  Credit  that  have  not  been  reimbursed   by
      Company,  plus  accrued interest thereon, plus  (iii)  such
      Former Lender's pro rata share of accrued fees to the  date
      of  the assumption; provided further that, upon receipt  by
      the  Former  Lender  of  all such  amounts,  Administrative
      Agent  shall  thereafter pay all obligations owing  to  the
      Former  Lender  under the Loan Documents to the  Substitute
      Lender.   Each  Lender agrees that if it becomes  a  Former
      Lender,  upon payment to it by Administrative  Agent  (upon
      Administrative Agent's receipt thereof from the  Substitute
      Lender) of all such amounts, if any, owing to it under  the
      Loan  Documents,  it  will execute  and  deliver  a  Lender
      Assignment Agreement.

          Notwithstanding the foregoing, if any Lender becomes  a
      Former  Lender and fails to find a Substitute Lender within
      10  days of being determined unsuitable or unqualified,  or
      such  lesser period of time as specified by any such Gaming
      Authority  for  the  withdrawal of  a  Former  Lender  (the
      "Withdrawal  Period"), Company shall have an additional  90
      day  period, or such lesser period of time as specified  by
      such  Gaming Authority, to find a Substitute Lender,  which
      Substitute  Lender shall assume the rights and  obligations
      of   the   Former  Lender  as  provided  in  the  preceding
      paragraph.  In the event that Company shall not have  found
      a  Substitute  Lender within such period of  time,  Company
      shall  immediately  (i)  prepay  in  full  the  outstanding
      principal  amount  of  Loans held by  such  Former  Lender,
      together  with accrued interest thereon to the  earlier  of
      (X)  the  date  of  payment or (Y)  the  last  day  of  any
      Withdrawal  Period,  and  (ii) at  the  option  of  Company
      either  (A)  place an amount equal to such Former  Lender's
      Pro  Rata  Share  in  each  Letter  of  Credit  issued   by
      Administrative   Agent,  in  a  separate  cash   collateral
      account  with  Administrative Agent  for  each  outstanding
      Letter   of  Credit,  which  amount  will  be  applied   by
      Administrative  Agent  to  satisfy Company's  reimbursement
      obligations   to  Administrative  Agent   in   respect   of
      unreimbursed  drawings  under  the  applicable  Letter   of
      Credit   or  (B)  if  no  Event  of  Default  then  exists,
      terminate the Commitments of such Former Lender,  at  which
      time   the   other  Lenders'  Pro  Rata  Shares   will   be
      automatically  adjusted as a result thereof; provided  that
      the  option  specified  in this  clause  (B)  may  only  be
      exercised  if, immediately after giving effect thereto,  no
      Lender's  outstanding Revolving Loans, when  added  to  the
      product  of  (a) such Lender's Pro Rata Share and  (b)  the
      sum  of (I) the aggregate amount of all outstanding Letters
      of  Credit  at such time and (II) the aggregate  amount  of
      all  Swing  Line Loans then outstanding, would exceed  such
      Lender's  Commitments  at such time.   Each  Lender  agrees
      that,  to  the  extent and for so long as required  by  any
      applicable  Gaming  Authority,  such  Lender's  rights  and
      obligations  under  this  Agreement  are  subject  to   the
      provisions   of   this   subsection  10.1B(iii)   and   all
      restrictions of any applicable Gaming Authority.

      C.  Participations.  The holder of any participation, other
than  an  Affiliate  of the Lender granting  such  participation,
shall  not be entitled to require such Lender to take or omit  to
take  any  action  hereunder  except  action  directly  affecting
(i)  the  extension of the final maturity of any portion  of  the
principal  amount  of or interest on any Loan allocated  to  such
participation or (ii) a reduction of the principal amount  of  or
the  rate  of  interest  payable on any Loan  allocated  to  such
participation,  and  all  amounts payable  by  Company  hereunder
(including  without  limitation amounts payable  to  such  Lender
pursuant to subsection 2.7) shall be determined as if such Lender
had  not sold such participation.  Company and each Lender hereby
acknowledge  and agree that, solely for purposes  of  subsections
10.4  and 10.5, (a) any participation will give rise to a  direct
obligation  of Company to the participant and (b) the participant
shall be considered to be a "Lender".

       D.  Assignments to Federal Reserve Banks.  In addition  to
the  assignments and participations permitted under the foregoing
provisions  of  this subsection 10.1, any Lender may  assign  and
pledge  all  or  any portion of its Loans, the other  Obligations
owed to such Lender, and its Note to any Federal Reserve Bank  as
collateral  security pursuant to Regulation A  of  the  Board  of
Governors  of  the  Federal  Reserve  System  and  any  operating
circular  issued  by  such Federal Reserve  Bank;  provided  that
(i)  no  Lender  shall, as between Company and  such  Lender,  be
relieved of any of its obligations hereunder as a result  of  any
such  assignment  and  pledge and (ii) in  no  event  shall  such
Federal  Reserve  Bank  be considered to  be  a  "Lender"  or  be
entitled to require the assigning Lender to take or omit to  take
any action hereunder.

       E.  Assignments and Participations Subject to Gaming Laws.
Subject  to  the  last  sentence of this subsection  10.1E,  each
Lender  agrees  that  all  assignments  and  participations  made
hereunder  shall be subject to, and made in compliance with,  all
Gaming  Laws  applicable to Lenders.  Company hereby acknowledges
that  unless Company has provided Lenders with a written  opinion
of  counsel as to the suitability standards applicable to Lenders
of  any  relevant  Gaming Authority with  jurisdiction  over  the
business  of Company and its Subsidiaries, no Lender  shall  have
the  responsibility  of determining whether or  not  a  potential
assignee  or  participant  of such  Lender  would  qualify  as  a
suitable Lender under the Gaming Laws of any such jurisdiction.

       F.   Information.  Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that
Lender from time to time to assignees and participants (including
prospective  assignees and participants), subject  to  subsection
10.19.

10.2  Expenses.

           Whether  or  not the transactions contemplated  hereby
shall be consummated, Company agrees to pay promptly (i) all  the
actual  and reasonable costs and expenses of preparation  of  the
Loan Documents; (ii) all the costs of furnishing all opinions  by
counsel  for  Company (including without limitation any  opinions
requested  by Lenders as to any legal matters arising  hereunder)
and  of each Loan Party's performance of and compliance with  all
agreements and conditions on its part to be performed or complied
with under this Agreement and the other Loan Documents including,
without  limitation, with respect to confirming  compliance  with
environmental  and insurance requirements; (iii)  the  reasonable
fees,  expenses  and disbursements of counsel  to  Administrative
Agent   (including  Allocated  Costs  of  Internal  Counsel)   in
connection  with  the  negotiation,  preparation,  execution  and
administration  of  the  Loan Documents and  the  Loans  and  any
consents,  amendments, waivers or other modifications  hereto  or
thereto  and any other documents or matters requested by  Company
or  any  other  Loan Party; (iv) all other actual and  reasonable
costs  and  expenses incurred by Administrative  Agent,  Managing
Agent  and  Arranger  in connection with the syndication  of  the
Commitments and the negotiation, preparation and execution of the
Loan  Documents  and  the  transactions contemplated  hereby  and
thereby; and (v) after the occurrence of an Event of Default, all
costs   and   expenses,  including  reasonable  attorneys'   fees
(including  Allocated  Costs of Internal Counsel)  and  costs  of
settlement,  incurred  by Administrative  Agent  and  Lenders  in
enforcing  any Obligations of or in collecting any  payments  due
from Company or any other Loan Party hereunder or under the other
Loan  Documents  by  reason  of  such  Event  of  Default  or  in
connection  with any refinancing or restructuring of  the  credit
arrangements  provided under this Agreement in the  nature  of  a
"work-out"   or   pursuant  to  any  insolvency   or   bankruptcy
proceedings.

10.3  Indemnity.

           In  addition  to the payment of expenses  pursuant  to
subsection  10.2,  whether  or not the transactions  contemplated
hereby shall be consummated, Company agrees to defend, indemnify,
pay and hold harmless Administrative Agent, Managing Agent and Co-
Arranger  and  Lenders,  and the officers, directors,  employees,
agents   and  affiliates  of  Administrative  Agent  and  Lenders
(collectively called the "Indemnitees") from and against any  and
all  other  liabilities, obligations, losses, damages, penalties,
actions,   judgments,   suits,  claims,   costs,   expenses   and
disbursements of any kind or nature whatsoever (including without
limitation  the reasonable fees and disbursements of counsel  for
such   Indemnitees   in   connection  with   any   investigative,
administrative or judicial proceeding commenced or threatened  by
any  Person,  whether  or  not  any  such  Indemnitee  shall   be
designated  as  a  party or a potential party  thereto),  whether
direct,  indirect  or  consequential and  whether  based  on  any
federal,  state  or foreign laws, statutes, rules or  regulations
(including  without  limitation securities and  commercial  laws,
statutes, rules or regulations and Environmental Laws), on common
law  or equitable cause or on contract or otherwise, that may  be
imposed on, incurred by, or asserted against any such Indemnitee,
in any manner relating to or arising out of this Agreement or the
other  Loan Documents or the transactions contemplated hereby  or
thereby (including without limitation Lenders' agreement to  make
the Loans hereunder or the use or intended use of the proceeds of
any  of  the  Loans  or  the issuance of the  Letters  of  Credit
hereunder  or  the use or intended use of any of the  Letters  of
Credit)  or  the  statements contained in the  commitment  letter
delivered   by  any  Lender  to  Company  with  respect   thereto
(collectively  called  the "Indemnified  Liabilities");  provided
that  Company  shall not have any obligation  to  any  Indemnitee
hereunder  with  respect to any Indemnified  Liabilities  to  the
extent  such Indemnified Liabilities arise solely from the  gross
negligence or willful misconduct of that Indemnitee as determined
by a final judgment of a court of competent jurisdiction.  To the
extent  that the undertaking to defend, indemnify, pay  and  hold
harmless set forth in the preceding sentence may be unenforceable
because  it  is  violative of any law or public  policy,  Company
shall contribute the maximum portion that it is permitted to  pay
and  satisfy under applicable law to the payment and satisfaction
of all Indemnified Liabilities incurred by the Indemnitees or any
of them.

10.4  Set-Off; Security Interest in Deposit Accounts.

           In  addition  to  any rights now or hereafter  granted
under  applicable law and not by way of limitation  of  any  such
rights,  upon the occurrence and during the continuation  of  any
Event  of Default each Lender (with the consent of Administrative
Agent)  is hereby authorized by Company at any time or from  time
to  time,  without notice to Company or to any other Person,  any
such  notice  being hereby expressly waived, to set  off  and  to
appropriate  and  to  apply  any and  all  deposits  (general  or
special, including, but not limited to, Indebtedness evidenced by
certificates  of deposit, whether matured or unmatured,  but  not
including trust accounts) and any other Indebtedness at any  time
held  or owing by that Lender to or for the credit or the account
of  Company  against  and  on  account  of  the  obligations  and
liabilities  of Company to that Lender under this Agreement,  the
Letters  of Credit and participations therein and the other  Loan
Documents,  including,  but not limited to,  all  claims  of  any
nature  or  description  arising out of or  connected  with  this
Agreement,  the Letters of Credit and participations  therein  or
any  other Loan Document, irrespective of whether or not (i) that
Lender shall have made any demand hereunder or (ii) the principal
of  or the interest on the Loans or any amounts in respect of the
Letters  of Credit or any other amounts due hereunder shall  have
become  due  and payable pursuant to Section 8 and although  said
obligations and liabilities, or any of them, may be contingent or
unmatured.  Company hereby further grants to Administrative Agent
and  each Lender a security interest in all deposits and accounts
maintained  with Administrative Agent or such Lender as  security
for the Obligations.

10.5  Ratable Sharing.

           Lenders hereby agree among themselves that if  any  of
them  shall,  whether by voluntary payment, by  realization  upon
security,  through  the  exercise of  any  right  of  set-off  or
banker's  lien,  by  counterclaim  or  cross  action  or  by  the
enforcement  of any right under the Loan Documents or  otherwise,
or as adequate protection of a deposit treated as cash collateral
under  the  Bankruptcy Code, receive payment or  reduction  of  a
proportion  of  the  aggregate  amount  of  principal,  interest,
amounts  payable in respect of Letters of Credit, fees and  other
amounts then due and owing to that Lender hereunder or under  the
other  Loan Documents (collectively, the "Aggregate Amounts  Due"
to  such Lender) which is greater than the proportion received by
any  other Lender in respect of the Aggregate Amounts Due to such
other  Lender,  then  the Lender receiving  such  proportionately
greater  payment shall (i) notify Administrative Agent  and  each
other  Lender  of the receipt of such payment and  (ii)  apply  a
portion  of  such  payment to purchase participations  (which  it
shall  be  deemed  to  have  purchased  from  each  seller  of  a
participation simultaneously upon the receipt by such  seller  of
its  portion of such payment) in the Aggregate Amounts Due to the
other  Lenders  so that all such recoveries of Aggregate  Amounts
Due shall be shared by all Lenders in proportion to the Aggregate
Amounts  Due  to  them; provided that if  all  or  part  of  such
proportionately  greater  payment  received  by  such  purchasing
Lender  is  thereafter  recovered  from  such  Lender  upon   the
bankruptcy  or  reorganization of  Company  or  otherwise,  those
purchases  shall  be rescinded and the purchase prices  paid  for
such  participations shall be returned to such purchasing  Lender
ratably  to  the  extent of such recovery, but without  interest.
Company  expressly  consents  to the  foregoing  arrangement  and
agrees  that  any  holder  of a participation  so  purchased  may
exercise  any  and  all  rights  of  banker's  lien,  set-off  or
counterclaim with respect to any and all monies owing by  Company
to  that  holder with respect thereto as fully as if that  holder
were owed the amount of the participation held by that holder.

10.6  Amendments and Waivers.

           No  amendment, modification, termination or waiver  of
any  provision  of this Agreement, the Notes or  any  other  Loan
Document, or consent to any departure by Company therefrom, shall
in  any  event  be effective without the written  concurrence  of
Requisite    Lenders;   provided   that   any   such   amendment,
modification,  termination, waiver or consent  which:   increases
the  amount  of any of the Commitments; changes any Lender's  Pro
Rata  Share;  changes in any manner the definition of  "Requisite
Lenders";  changes in any manner any provision of this  Agreement
which,   by  its  terms,  expressly  requires  the  approval   or
concurrence  of all Lenders; postpones the Commitment Termination
Date;  postpones the date on which any interest or any  fees  are
payable;  decreases the interest rate borne by any of  the  Loans
(other  than  any  waiver of any increase in  the  interest  rate
applicable  to any of the Loans pursuant to subsection  2.2E)  or
the  amount of any fees payable hereunder; increases the  maximum
duration  of  Interest Periods permitted hereunder;  reduces  the
amount or postpones the due date of any amount payable in respect
of,  or  extends the required expiration date of, any  Letter  of
Credit; changes in any manner the obligations of Lenders relating
to  the purchase of participations in Letters of Credit; releases
any  Collateral  (other than pursuant to a permitted  Asset  Sale
pursuant   to  subsection  7.7(iii)  that  meets   all   of   the
requirements  contained therein) or changes  in  any  manner  the
provisions  contained in subsection 8.1 or this  subsection  10.6
shall be effective only if evidenced by a writing signed by or on
behalf  of all Lenders.  In addition, (i) any amendment, modifica
tion, termination or waiver of any of the provisions contained in
Section  4  shall  be effective only if evidenced  by  a  writing
signed  by  or  on behalf of Administrative Agent  and  Requisite
Lenders,  (ii) no amendment, modification, termination or  waiver
of  any  provision  of  any Note shall be effective  without  the
written  concurrence of the Lender which is the  holder  of  that
Note, (iii) no amendment, modification, termination or waiver  of
any  provision of subsection 2.1B or any other provision of  this
Agreement relating to the Swing Line Loan Commitment or the Swing
Line Loans shall be effective without the written concurrence  of
Swing  Line  Lender, (iv) no amendment, modification, termination
or  waiver  of  any provision of Section 3 or of  any  Letter  of
Credit  shall  be  effective without the written  concurrence  of
Administrative  Agent, and (v) no amendment, modification,  termi
nation  or  waiver of any provision of Section 9 or of any  other
provision  of  this  Agreement which,  by  its  terms,  expressly
requires  the  approval  or concurrence of  Administrative  Agent
shall   be   effective   without  the  written   concurrence   of
Administrative Agent.  Administrative Agent may, but  shall  have
no  obligation  to, with the written concurrence of  any  Lender,
execute amendments, modifications, waivers or consents on  behalf
of that Lender.  Any waiver or consent shall be effective only in
the  specific instance and for the specific purpose for which  it
was  given.  No notice to or demand on Company in any case  shall
entitle  Company  to  any other or further notice  or  demand  in
similar  or  other  circumstances.  Any amendment,  modification,
termination, waiver or consent effected in accordance  with  this
subsection  10.6 shall be binding upon each Lender  at  the  time
outstanding,  each future Lender and, if signed  by  Company,  on
Company.

10.7  Independence of Covenants.

           All  covenants  hereunder shall be  given  independent
effect  so  that  if  a  particular action or  condition  is  not
permitted  by any of such covenants, the fact that  it  would  be
permitted  by an exception to, or would otherwise be  within  the
limitations  of, another covenant shall not avoid the  occurrence
of  an  Event  of Default or Potential Event of Default  if  such
action is taken or condition exists.

10.8  Notices.

           Unless  otherwise  specifically provided  herein,  any
notice or other communication herein required or permitted to  be
given  shall be in writing and may be personally served,  telexed
or sent by telefacsimile or United States mail or courier service
and  shall be deemed to have been given when delivered in  person
or by courier service, upon receipt of telefacsimile or telex, or
five  Business Days after depositing it in the United States mail
with  postage  prepaid and properly addressed.  For the  purposes
hereof,  the address of each party hereto shall be as  set  forth
under  such  party's name on the signature pages hereof  or  such
other  address as shall be designated by such party in a  written
notice delivered to the other parties hereto.

10.9  Survival of Representations, Warranties and Agreements.

       A.   All  representations, warranties and agreements  made
herein shall survive the execution and delivery of this Agreement
and  the  making of the Loans and the issuance of the Letters  of
Credit hereunder.

       B.   Notwithstanding anything in this Agreement or implied
by  law  to the contrary, the agreements of Company set forth  in
subsections 2.6D, 2.7, 10.2, 10.3 and 10.4 and the agreements  of
Lenders set forth in subsections 9.2C, 9.4 and 10.5 shall survive
the  payment of the Loans, the cancellation or termination of the
Letters  of  Credit  and the reimbursement of any  amounts  drawn
thereunder, and the termination of this Agreement.

10.10 Failure or Indulgence Not Waiver; Remedies Cumulative.

          No failure or delay on the part of Administrative Agent
or  any  Lender in the exercise of any power, right or  privilege
hereunder  or  under any other Loan Document  shall  impair  such
power,  right or privilege or be construed to be a waiver of  any
default  or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other  or
further  exercise  thereof  or  of  any  other  power,  right  or
privilege.  All rights and remedies existing under this Agreement
and the other Loan Documents are cumulative to, and not exclusive
of, any rights or remedies otherwise available.

10.11 Marshalling; Payments Set Aside.

           Neither  Administrative Agent nor any Lender shall  be
under any obligation to marshal any assets in favor of Company or
any  other  party or against or in payment of any or all  of  the
Obligations.   To  the extent that Company  makes  a  payment  or
payments to Administrative Agent or Lenders (or to Administrative
Agent  for  the benefit of Lenders), or Administrative  Agent  or
Lenders  enforce any security interests or exercise their  rights
of  setoff, and such payment or payments or the proceeds of  such
enforcement  or  setoff  or  any part  thereof  are  subsequently
invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any  other
party  under any bankruptcy law, any other state or federal  law,
common  law or any equitable cause, then, to the extent  of  such
recovery,  the obligation or part thereof originally intended  to
be  satisfied,  and  all Liens, rights and remedies  therefor  or
related thereto, shall be revived and continued in full force and
effect  as if such payment or payments had not been made or  such
enforcement or setoff had not occurred.

10.12 General Release.

       A.   Except  with  respect  to  the  matters,  rights  and
obligations  specified in subsection 10.12B hereof, Company,  for
itself  and  on  behalf of its parent, subsidiary  and  affiliate
corporations, past or present, and each of them, as well as  each
of   their  respective  directors,  officers,  agents,  servants,
shareholders,    representatives,   attorneys,    administrators,
executors,   heirs,  assigns,  predecessors  and  successors   in
interest, and each of them (collectively, the "Releasors") hereby
release   and  forever  discharge  Lenders  and  each  of   their
respective parents, subsidiaries and affiliates, past or present,
and  each  of them, as well as each of their directors, officers,
agents,   servants,  employees,  representatives,   shareholders,
attorneys, administrators, executors, predecessors and successors
in  interest, heirs and assigns, and all other persons, firms  or
corporations with whom any of the former have been, are  now,  or
may  hereafter be affiliated, and each of them (collectively, the
"Releasees"),  from  and  against any and  all  claims,  demands,
liens,  agreements, contracts, covenants, actions, suits,  causes
of  action  in law or equity, obligations, controversies,  debts,
costs,  expenses, damages, judgments, orders and  liabilities  of
whatever  kind  or  nature in law, equity or  otherwise,  whether
known  or  unknown, fixed or contingent, suspected or unsuspected
by   the  Releasors,  and  whether  concealed  or  hidden,  which
Releasors now own or hold or have at any time heretofore owned or
held, which are based upon or arise out of or in connection  with
any matter, cause or thing existing at any time prior to the date
hereof  or  anything  done, omitted or suffered  to  be  done  or
omitted at any time prior to the date hereof, which relate in any
way  to  (i)  the  Existing Credit Agreement and the  other  Loan
Documents   (as  defined  in  the  Existing  Credit   Agreement),
(ii)  this Agreement and the other Loan Documents, and (iii)  the
transactions occurring in connection with either of the foregoing
and the lending relationship established thereby, irrespective of
whether  any such matter, cause or thing, or action done, omitted
or suffered to be done was authorized, permitted or prohibited by
the  documents and agreements described in the preceding  clauses
(i) and (ii) (collectively the "Released Matters").

       B.   Notwithstanding anything hereunder to  the  contrary,
this Release shall not release or alter any obligation arising on
or  subsequent to the Effective Date to comply with the terms and
conditions of this Agreement and the other Loan Documents.  It is
expressly understood and agreed that it is the intent of  Company
to forever release certain claims against the Lenders, including,
but  not  limited  to,  any claims related  to  the  actions  and
omissions of Releasees prior to the date hereof, but that nothing
herein  shall affect the obligations of the Releasees  subsequent
to  the  date  hereof, including, but not by way  of  limitation,
compliance  subsequent  to the date hereof  with  all  terms  and
conditions of this Agreement and the other Loan Documents.

       C.   Without  limiting the generality  of  the  foregoing,
Company for itself and on behalf of the other Releasors expressly
releases  any  and  all  past,  present  and  future  claims   in
connection  with the Released Matters, about which the  Releasors
do  not  know  of  or  suspect to exist in their  favor,  whether
through ignorance, oversight, error, negligence or otherwise, and
which,  if  known, would materially affect Company's decision  to
give  the release set forth in this subsection 10.12, and to this
end  Company  for  itself and on behalf  of  each  of  the  other
Releasors waives all rights under Section 1542 of the Civil  Code
of California, which states in full as follows:

      "A  general release does not extend to claims  which
      the  creditor does not know or suspect to  exist  in
      his  favor  at  the time of executing  the  release,
      which  if known by him must have materially affected
      his settlement with the debtor."

Company  knowingly and willingly waives the provisions of Section
1542 and acknowledges and agrees that this waiver is an essential
and  material term of this Agreement.  Company has reviewed  this
Agreement and the release contained in this subsection 10.12 with
Company's legal counsel, and Company understands and acknowledges
the  significance and consequence of this Agreement  and  of  the
specific waiver of Section 1542 of the Civil Code of California.

       D.   Company  represents,  warrants  and  agrees  that  in
executing  and  entering  into this  Agreement,  Company  is  not
relying  and has not relied upon any representation,  promise  or
statement  made  by  anyone which is not  recited,  contained  or
embodied in this Agreement or the other Loan Documents.   Company
understands  and  expressly assumes the risk that  any  fact  not
recited, contained or embodied therein may turn out hereafter  to
be other than, different from, or contrary to the facts now known
to  Company  or  believed by Company to be  true.   Nevertheless,
Company  intends by this Agreement to release fully, finally  and
forever all Released Matters and agrees that this Agreement shall
be  effective in all respects notwithstanding any such difference
in  facts,  and shall not be subject to termination, modification
or rescission by reason of any such difference in facts.

       E.  Company hereby represents and warrants that it has not
heretofore  assigned  or transferred or purported  to  assign  or
transfer  to  any  person or entity all or any  part  of  or  any
interest in any Released Matter.  Company agrees to indemnify and
hold  harmless  the  Releasees  against  any  claim,  contention,
demand,  cause of action, obligation and liability of any nature,
character  or  description whatsoever, including the  payment  of
attorney's  fees  and  costs actually incurred,  whether  or  not
litigation  is commenced, which may be based upon  or  which  may
arise  out  of  or  in  connection with any  such  assignment  or
transfer  or  purported assignment or transfer  of  any  Released
Matter against any Releasee.

       F.  Company shall, from time to time, promptly execute and
deliver  to  the Lenders such further instruments, documents  and
papers  and perform such further acts as may be necessary or,  in
Lenders' reasonable judgment, useful to carry out and effect  the
terms of this subsection 10.12.

       G.   This subsection 10.12 is not to be construed and does
not  constitute an admission of any liability by  any  person  or
entity for any purpose.

       H.   Company  represents,  warrants  and  agrees  that  in
executing  and  entering  into this  Agreement,  Company  is  not
relying  upon,  nor  is Company acting in consideration  of,  any
other  person  or  entity  executing  a  similar  release.   This
Agreement shall be binding, valid and enforceable against Company
and  the other Releasors irrespective of whether any other person
or entity executes any other release.

10.13 Severability.

           In  case  any  provision in or obligation  under  this
Agreement or the Notes shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision  or
obligation  in any other jurisdiction, shall not in  any  way  be
affected or impaired thereby.

10.14 Obligations   Several;  Independent  Nature   of   Lenders'
      Rights.

          The obligations of Lenders hereunder are several and no
Lender shall be responsible for the obligations or Commitment  of
any  other Lender hereunder.  Nothing contained herein or in  any
other  Loan  Document, and no action taken  by  Lenders  pursuant
hereto  or  thereto, shall be deemed to constitute Lenders  as  a
partnership, an association, a Joint Venture or any other kind of
entity. The amounts payable at any time hereunder to each  Lender
shall  be a separate and independent debt, and each Lender  shall
be entitled to protect and enforce its rights arising out of this
Agreement  and it shall not be necessary for any other Lender  to
be  joined  as  an  additional party in any proceeding  for  such
purpose.

10.15 Headings.

           Section and subsection headings in this Agreement  are
included  herein for convenience of reference only and shall  not
constitute a part of this Agreement for any other purpose  or  be
given any substantive effect.

10.16 Applicable Law.

           THIS  AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL  BE
GOVERNED  BY,  AND SHALL BE CONSTRUED AND ENFORCED IN  ACCORDANCE
WITH,  THE  INTERNAL  LAWS OF THE STATE OF CALIFORNIA  (INCLUDING
SECTION  1646.5  OF THE CIVIL CODE OF THE STATE  OF  CALIFORNIA),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES; PROVIDED THAT THE
EXERCISE  OF CERTAIN RIGHTS HEREUNDER OR UNDER THE LOAN DOCUMENTS
MAY BE SUBJECT TO AND/OR REQUIRE COMPLIANCE WITH THE GAMING LAWS.

10.17 Successors and Assigns.

          This Agreement shall be binding upon the parties hereto
and  their respective successors and assigns and shall  inure  to
the  benefit of the parties hereto and the successors and assigns
of   Lenders  (it  being  understood  that  Lenders'  rights   of
assignment  are  subject to subsection 10.1).  Neither  Company's
rights  or obligations hereunder nor any interest therein may  be
assigned  or  delegated  by  Company without  the  prior  written
consent of all Lenders.

10.18 Consent  to Jurisdiction and Service of Process; Choice  of
      Forum.

            ALL  JUDICIAL  PROCEEDINGS  BROUGHT  AGAINST  COMPANY
ARISING  OUT OF OR RELATING TO THIS AGREEMENT OR ANY  OTHER  LOAN
DOCUMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT  OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA,  AND
BY  EXECUTION AND DELIVERY OF THIS AGREEMENT COMPANY ACCEPTS  FOR
ITSELF  AND  IN  CONNECTION  WITH ITS PROPERTIES,  GENERALLY  AND
UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID  COURTS  AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES
TO  BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION  WITH
THIS  AGREEMENT,  SUCH OTHER LOAN DOCUMENT  OR  SUCH  OBLIGATION.
Company  hereby agrees that service of all process  in  any  such
proceeding  in  any  such  court may be  made  by  registered  or
certified  mail,  return receipt requested,  to  Company  at  its
address provided in subsection 10.8, such service upon receipt by
Company being hereby acknowledged by Company to be sufficient for
personal  jurisdiction in any action against Company in any  such
court upon such receipt and to be otherwise effective and binding
service in every respect.  Nothing herein shall affect the  right
to  serve  process in any other manner permitted by law or  shall
limit  the  right  of  any  Lender to bring  proceedings  against
Company in the courts of any other jurisdiction.

10.19 Waiver of Jury Trial.

           EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY  OF
THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO
THE   SUBJECT   MATTER   OF   THIS  LOAN   TRANSACTION   OR   THE
LENDER/BORROWER  RELATIONSHIP THAT  IS  BEING  ESTABLISHED.   The
scope  of this waiver is intended to be all-encompassing  of  any
and  all disputes that may be filed in any court and that  relate
to  the  subject  matter of this transaction,  including  without
limitation  contract claims, tort claims, breach of  duty  claims
and all other common law and statutory claims.  Each party hereto
acknowledges that this waiver is a material inducement  to  enter
into  a  business relationship, that each has already  relied  on
this  waiver in entering into this Agreement, and that each  will
continue to rely on this waiver in their related future dealings.
Each  party  hereto further warrants and represents that  it  has
reviewed this waiver with its legal counsel and that it knowingly
and   voluntarily   waives  its  jury  trial   rights   following
consultation  with  legal counsel.  THIS WAIVER  IS  IRREVOCABLE,
MEANING  THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND  THIS  WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT  AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT  OR  ANY
OF  THE  OTHER  LOAN  DOCUMENTS OR  TO  ANY  OTHER  DOCUMENTS  OR
AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  In the event of
litigation, this Agreement may be filed as a written consent to a
trial by the court.

10.20 Confidentiality.

           Each  Lender  shall  hold all  non-public  information
obtained pursuant to the requirements of this Agreement which has
been  identified  as confidential by Company in  accordance  with
such  Lender's  customary  procedures for  handling  confidential
information of this nature and in accordance with safe and  sound
banking practices, it being understood and agreed by Company that
in any event a Lender may make disclosures reasonably required by
any  bona  fide assignee, transferee or participant in connection
with  the  contemplated assignment or transfer by such Lender  of
any  Loans  or  any  participation  therein  or  as  required  or
requested by any governmental agency or representative thereof or
pursuant  to  legal  process; provided that, unless  specifically
prohibited  by applicable law or court order, each  Lender  shall
notify  Company  of  any  request by any governmental  agency  or
representative thereof (other than any such request in connection
with any examination of the financial condition of such Lender by
such  governmental agency) for disclosure of any such  non-public
information   prior  to  disclosure  of  such  information;   and
provided,  further that in no event shall any Lender be obligated
or  required to return any materials furnished by Company or  any
of its Subsidiaries.

10.21 Licensing of Administrative Agent and Lenders.

          If an Event of Default shall have occurred hereunder or
under any of the Loan Documents and it shall become necessary, or
in  the  opinion of Administrative Agent advisable, for an agent,
receiver  or  other  representative of  Administrative  Agent  to
become licensed under the provisions of the laws of the State  of
Illinois,  Louisiana, Kentucky, Missouri or Nevada, or rules  and
regulations adopted pursuant thereto, as a condition to receiving
the  benefit  of  any  Collateral encumbered  by  the  Collateral
Documents  for the benefit of Administrative Agent on  behalf  of
Lenders  or otherwise to enforce their rights hereunder,  Company
does   hereby  give  its  consent,  and  agrees  to   cause   its
Subsidiaries  to  give their consents, to the  granting  of  such
license  or licenses and agrees to execute such further documents
as  may  be  required in connection with the evidencing  of  such
consent.

10.22 Counterparts; Effectiveness.

          This Agreement and any amendments, waivers, consents or
supplements  hereto or in connection herewith may be executed  in
any  number  of counterparts and by different parties  hereto  in
separate  counterparts,  each  of  which  when  so  executed  and
delivered  shall be deemed an original, but all such counterparts
together  shall  constitute  but one  and  the  same  instrument;
signature   pages   may  be  detached  from   multiple   separate
counterparts  and attached to a single counterpart  so  that  all
signature  pages  are physically attached to the  same  document.
This Agreement shall become effective upon (i) the execution of a
counterpart hereof by each of the parties hereto and  receipt  by
Company   and  Administrative  Agent  of  written  or  telephonic
notification  of  such  execution and authorization  of  delivery
thereof,  (ii)  the execution of a Consent to Amendment  by  each
Noncontinuing  Lender  in  the form of Exhibit  XII  hereto,  and
(iii)  the  satisfaction or waiver by Requisite  Lenders  of  the
conditions  set  forth in subsection 4.1.  At  the  time  of  the
effectiveness of this Agreement, this Agreement shall  amend  and
restate the Existing Credit Agreement, all obligations of Company
under the Existing Credit Agreement that have not been paid as of
the Effective Date shall become Obligations of Company hereunder,
and  the  commitments under the Existing Credit  Agreement  shall
terminate.

10.23 Cooperation With Gaming Authorities.

          Administrative Agent and each Lender agree to cooperate
with  all Gaming Boards in connection with the administration  of
their regulatory jurisdiction over any Loan Party, including  the
provision  of  such  documents or other  information  as  may  be
requested by any such Gaming Authority relating to any Loan Party
or to the Loan Documents.

          [Remainder of page intentionally left blank]
          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement  to be duly executed and delivered by their  respective
officers  thereunto duly authorized as of the date first  written
above.

                                             PLAYERS
                         INTERNATIONAL, INC.,
                         as Borrower


                         By:
                         Title:

                         Notice Address:

                              Citicenter Building, Suite 800
                              1300 Atlantic Avenue
                              Atlantic City, New Jersey  08401
                              Attention:  President

                         With copies to:

                              Players International, Inc.
                              Citicenter Building, Suite 800
                              1300 Atlantic Avenue
                              Atlantic City, New Jersey  08401
                              Attention:  Chief Financial Officer

                                   - and -

                              Players International, Inc.
                              Citicenter Building, Suite 800
                              1300 Atlantic Avenue
                              Atlantic City, New Jersey  08401
                                                       Attention:
                              General Counsel and Vice President


                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                         individually, as Administrative Agent,
                         Managing Agent and Co-Arranger


                         By:
                         Title:
                         Notice Address for Notices of Borrowing:
                              201 Third Street, 8th Floor
                              San Francisco, California 94103
                              Attention: Athene Mims

                         Notice Address for all other purposes:
                              3800 Howard Hughes Parkway
                              4th Floor, Suite 400
                              Las Vegas, Nevada 89109
                              Attention: Kathee Stone


                         COMMUNITY NATIONAL BANK,
                         as Lender


                         By:
                         Title:
                         Notice Address:
                              522 Market Street
                              Metropolis, Illinois 62960

                         FIRST NATIONAL BANK OF COMMERCE,
                         as Lender


                         By:
                         Title:
                         Notice Address:
                              First NBC Center
                              201 St. Charles Ave., 28th Floor
                              New Orleans, Louisiana 70170

                         PAMCO CAYMAN LTD.

                         By:  Protective Asset Management Company
                              as Collateral Manager


                              By:
                              Title:
                              Notice Address:
                                   1150 Two Galleria Tower
                                   13455 Noel Road-LB #45
                                   Dallas, Texas 75240
                                                   EXECUTION COPY









          SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                   DATED AS OF MARCH 11, 1998


                             AMONG


                  PLAYERS INTERNATIONAL, INC.,
                          as Borrower,

                   THE LENDERS LISTED HEREIN,
                          as Lenders,

                              and

            WELLS FARGO BANK, NATIONAL ASSOCIATION,
           Individually and as Administrative Agent,
                  Managing Agent and Arranger

                  PLAYERS INTERNATIONAL, INC.

          SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                       TABLE OF CONTENTS
                                                                Page

                          SECTION 1.
                          DEFINITIONS                              2
           1.1                             Certain Defined Terms   2
           1.2Accounting Terms; Utilization of GAAP for Purposes
           of Calculations Under Agreement                        35
           1.3                     Other Definitional Provisions  36

                          SECTION 2.
           AMOUNTS AND TERMS OF COMMITMENTS AND LOANS             36
           2.1               Commitments; Making of Loans; Notes  36
           2.2                             Interest on the Loans  42
           2.3                                              Fees  45
           2.4Payments, Prepayments and Reductions in Commitments;
           General Provisions Regarding Payments                  46
           2.5                                   Use of Proceeds  51
           2.6Special Provisions Governing Eurodollar Rate Loans  52
           2.7          Increased Costs; Taxes; Capital Adequacy  54
           2.8Obligation of Lenders and Administrative
           Agent to Mitigate                                      58
           2.9             Replacement or Termination of Lenders  59

                          SECTION 3.
                       LETTERS OF CREDIT                          59
           3.1Issuance of Letters of Credit and Lenders' Purchase
           of Participations Therein                              59
           3.2                             Letter of Credit Fees  62
           3.3Drawings and Reimbursement of Amounts Drawn Under
           Letters of Credit.                                     62
           3.4                              Obligations Absolute  65
           3.5Indemnification; Nature of the Issuing Lender's Duties    66
           3.6Increased Costs and Taxes Relating to Letters of Credit   67

                          SECTION 4.
                  CONDITIONS TO EFFECTIVENESS;
           CONDITIONS TO LOANS AND LETTERS OF CREDIT           68
           4.1                       Conditions to Effectiveness  68
           4.2                                        [omitted].  73
           4.3                                         [omitted]  73
           4.4                           Conditions to All Loans  73
           4.5                   Conditions to Letters of Credit  75

                          SECTION 5.
            COMPANY'S REPRESENTATIONS AND WARRANTIES           75
           5.1Organization, Powers, Qualification, Good Standing, Business and
           Subsidiaries                                       76
           5.2                  Authorization of Borrowing, etc.  76
           5.3                               Financial Condition  77
           5.4No Material Adverse Change; No Restricted Payments  78
           5.5                        Title to Properties; Liens  78
           5.6                         Litigation; Adverse Facts  80
           5.7                                  Payment of Taxes  80
           5.8Performance of Agreements; Materially Adverse Agreements  80
           5.9                           Governmental Regulation  81
           5.10                            Securities Activities  81
           5.11                           Employee Benefit Plans  81
           5.12                                     Certain Fees  81
           5.13                         Environmental Protection  82
           5.14                                 Employee Matters  83
           5.15                                         Solvency  83
           5.16                                       Disclosure  83
           5.17                             Compliance With Laws  84
           5.18Representations Relating to Operation of Facilities
           84
           5.19                              Intangible Property  84
           5.20       Rights to Agreements, Permits and Licenses  85
           5.21                          Classification of Ships  85
           5.22                    Recordation of Ship Mortgages  85
           5.23                            Policies of Insurance  85
           5.24Survival of Rights Created under Existing Credit Agreement    86

                          SECTION 6.
                COMPANY'S AFFIRMATIVE COVENANTS                   86
           6.1            Financial Statements and Other Reports  86
           6.2                         Corporate Existence, etc.  93
           6.3    Payment of Taxes and Claims; Tax Consolidation  93
           6.4              Maintenance of Properties; Insurance  93
           6.5                        Inspection; Lender Meeting  94
           6.6                        Compliance with Laws, etc.  94
           6.7           Environmental Disclosure and Inspection  94
           6.8Company's Remedial Action Regarding Hazardous
           Materials                                              96
           6.9                              Post-Closing Matters  96
           6.10New Subsidiaries; New Joint Ventures;
           Further Assurances                                     96
           6.11                                 Exchange Listing  99

                          SECTION 7.
                  COMPANY'S NEGATIVE COVENANTS                    99
           7.1                                      Indebtedness  99
           7.2                         Liens and Related Matters 100
           7.3Investments, Loans and Advances; Capital Expenditures 101
           7.4                            Contingent Obligations 101
           7.5                               Restricted Payments 102
           7.6                               Financial Covenants 102
           7.7Restriction on Fundamental Changes;
           Asset Sales and Acquisitions                          103
           7.8     Transactions with Shareholders and Affiliates 104
           7.9                      Disposal of Subsidiary Stock 105
           7.10                              Conduct of Business 105
           7.11          Tradenames, Trademarks and Servicemarks 105
           7.12                          Change of Control Offer 105
           7.13                        No Amendment of Indenture 105
           7.14                      No Movement of Other Barges 106

                          SECTION 8.
                       EVENTS OF DEFAULT                         106
           8.1                 Failure to Make Payments When Due 106
           8.2                       Default in Other Agreements 106
           8.3                       Breach of Certain Covenants 107
           8.4                                Breach of Warranty 107
           8.5               Other Defaults Under Loan Documents 107
           8.6Involuntary Bankruptcy; Appointment of Receiver, etc.107
           8.7Voluntary Bankruptcy; Appointment of Receiver, etc. 108
           8.8                         Judgments and Attachments 108
           8.9                                       Dissolution 108
           8.10                           Employee Benefit Plans 108
           8.11                                Change in Control 109
           8.12                         Impairment of Collateral 109
           8.13                           Loss of Gaming License 109
           8.14                                        [omitted] 109
           8.15                         Invalidity of Guaranties 109
           8.16                                         Remedies 110

                          SECTION 9.
                      ADMINISTRATIVE AGENT                    111
           9.1                                       Appointment 111
           9.2                          Powers; General Immunity 111
           9.3Representations and Warranties;
           No Responsibility For Appraisal of Creditworthiness   113
           9.4                                Right to Indemnity 113
           9.5                   Successor Administrative Agent. 113
           9.6                              Collateral Documents 114
           9.7                             Release of Collateral 114

                         SECTION 10.
                         MISCELLANEOUS                           114
           10.1Assignments and Participations in Loans and
           Letters of Credit                                     114
           10.2                                         Expenses 119
           10.3                                        Indemnity 119
           10.4   Set-Off; Security Interest in Deposit Accounts 120
           10.5                                  Ratable Sharing 120
           10.6                           Amendments and Waivers 121
           10.7                        Independence of Covenants 122
           10.8                                          Notices 122
           10.9Survival of Representations, Warranties and
           Agreements                                            122
           10.10Failure or Indulgence Not Waiver; Remedies
           Cumulative                                            123
           10.11                 Marshalling; Payments Set Aside 123
           10.12                                 General Release 123
           10.13                                    Severability 125
           10.14Obligations Several; Independent Nature of
           Lenders' Rights                                       125
           10.15                                        Headings 126
           10.16                                  Applicable Law 126
           10.17                          Successors and Assigns 126
           10.18Consent to Jurisdiction and Service of Process;
           Choice of Forum                                       126
           10.19                            Waiver of Jury Trial 127
           10.20                                 Confidentiality 127
           10.21   Licensing of Administrative Agent and Lenders 128
           10.22                    Counterparts; Effectiveness. 128
           10.23             Cooperation With Gaming Authorities 128

           Signature pages                                       S-1
                            EXHIBITS


I           FORM OF NOTICE OF BORROWING
II          FORM OF NOTICE OF CONVERSION/CONTINUATION
III         FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT
IV          FORM OF LENDER ASSIGNMENT AGREEMENT
V           FORM OF REVOLVING NOTE
VI          FORM OF SWING LINE NOTE
VII         FORM OF OPINION OF COMPANY COUNSEL
VIII        FORM OF OPINION OF O'MELVENY & MYERS LLP
IX          FORM OF COMPLIANCE CERTIFICATE
X           FORM OF ACKNOWLEDGEMENT AND CONFIRMATION
XI          FORMS OF AMENDMENTS TO MISSOURI PLEDGE AND SECURITY
            AGREEMENTS
XII         FORM OF CONSENT TO AMENDMENT BY NONCONTINUING
            LENDERS
XIII        FORM OF REMARKETING AGREEMENT
                           SCHEDULES

1.1(a)   EXISTING COLLATERAL DOCUMENTS
1.1(b)   NEW LOAN DOCUMENTS
1.1(c)   NONCONTINUING LENDERS
2.1      LENDERS' COMMITMENTS AND PRO RATA SHARES
4.1(c)   CORPORATE STRUCTURE OF COMPANY AND ITS SUBSIDIARIES
5.1      SUBSIDIARIES OF COMPANY
5.5      US DOCUMENTED BARGES
5.6      LITIGATION MATTERS
5.11     ERISA MATTERS
5.13     ENVIRONMENTAL MATTERS
5.19     TRADEMARK MATTERS
6.4(a)   MINIMUM INSURANCE REQUIREMENTS
6.4(b)   MINIMUM INSURANCE REQUIREMENTS - CONSTRUCTION
6.9      POST-CLOSING COVENANTS
7.2      LIENS
7.3      INVESTMENTS
7.11     INTELLECTUAL PROPERTY ASSIGNMENTS

A-1      DESCRIPTION OF ILLINOIS PREMISES
A-2      DESCRIPTION OF LOUISIANA PREMISES
A-3      DESCRIPTION OF LOUISIANA HOTEL PREMISES