**Exhibit 10.2**

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**AMENDMENT NUMBER FOURTO CREDIT AGREEMENT**

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This **AMENDMENTNUMBER FOUR****TO CREDIT AGREEMENT**(this“Amendment”) is entered into as of August 13, 2008, by the lendersidentified on the signature pages hereof (the “Lenders”), **WELLS FARGO****FOOTHILL,INC.**, a California corporation (“Agent”; and together withthe Lenders, the “Lender Group”), as the arranger and administrativeagent for the Lenders, and **155 EAST TROPICANA, LLC**,a Nevada limited liability company (“Parent”) and each of Parent’sSubsidiaries identified on the signature pages hereof (such Subsidiaries,together with Parent, are referred to hereinafter each individually as “Borrower”,and individually and collectively, jointly and severally, as the “Borrowers”),with reference to the following:

 

**WHEREAS**, Borrowers and theLender Group are parties to that certain Credit Agreement, dated as of March 29,2005, as amended by that certain Amendment Number One to Credit Agreement,dated as of January 30, 2006, as further amended by that certain AmendmentNumber Two to Credit Agreement dated as of June 2, 2006 and as furtheramended by that certain Amendment Number Three to Credit Agreement dated as of December 15,2006 (as amended, restated, supplemented, or otherwise modified from time totime, the “Credit Agreement”);

 

**WHEREAS**, Borrowers haverequested that the Lender Group make certain amendments to the CreditAgreement; and

 

**WHEREAS**, subject to the termsand conditions set forth herein, the Lender Group is willing to make theamendments requested by Borrowers.

 

**NOW, THEREFORE**, in considerationof the foregoing and the mutual covenants herein contained, and for other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:

 

# 1.     DefinedTerms.  Capitalized terms used hereinand not otherwise defined herein shall have the meanings ascribed to them inthe Credit Agreement, as amended hereby.

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# 2.     Amendmentsto Credit Agreement.

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## (a)           Section 3.4of the Credit Agreement is hereby amended and restated in its entirety asfollows:

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**“**3.4        Term.  This Agreement shall continue in full forceand effect for a term ending on September 30, 2011 (the “Maturity Date”).  The foregoing notwithstanding, the LenderGroup, upon the election of the Required Lenders, shall have the right toterminate its obligations under this

 

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Agreement immediately and without notice uponthe occurrence and during the continuation of an Event of Default.**”**

 

# 3.     ConditionsPrecedent to Amendment.  The satisfaction of each of the followingshall constitute conditions precedent to the effectiveness of thisAmendment and each and every provision hereof:

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## (a)           Agent shall have received thisAmendment and that certain First Amendment to the Fee Letter, duly executed bythe parties hereto, and the same shall be in full force and effect.

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## (b)           Agent shall have received anamendment fee in the amount of $150,000, which amount Borrowers authorizeAgent, for the benefit of the Lenders, to charge to the Loan Account.  Such fee shall be fully earnedand paid in full in immediately available funds on or before the date hereof.

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## (c)           The representations and warrantiesherein and in the Credit Agreement and the other Loan Documents shall be trueand correct in all material respects on and as of the date hereof, as thoughmade on such date (except to the extent that such representations andwarranties relate solely to an earlier date).

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## (d)           No Default or Event of Default shallhave occurred and be continuing on the date hereof, nor shall result from theconsummation of the transactions contemplated herein.

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## (e)           No Material Adverse Changeshall have occurred, nor shall result from the consummation of the transactionscontemplated herein.

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## (f)            No injunction, writ, restrainingorder, or other order of any nature prohibiting, directly or indirectly, theconsummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against any Borrower, anyGuarantor, Agent, or any Lender.

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# 4.     Representationsand Warranties.  Each Borrowerrepresents and warrants to the Lender Group as follows:

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## (a)           It is duly organized and existing andin good standing under the laws of the jurisdiction of its organization and isqualified to do business in any state where the failure to be so qualifiedreasonably could be expected to result in a Material Adverse Change.

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## (b)           The execution, delivery, andperformance of this Amendment and of the Credit Agreement, as amended hereby, (i) arewithin its powers, (ii) have been duly authorized by all necessary action,and (iii) are not in contravention of any law, rule, or regulationapplicable to it, or any order, judgment, decree, writ, injunction, or award ofany arbitrator, court, or Governmental Authority, or of the terms of itsGoverning Documents, or of any contract or undertaking to which it is a partyor by which any of its properties may be bound or affected.

 

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## (c)           This Amendment and the CreditAgreement, as amended hereby, are legal, valid and binding obligations of suchBorrower, enforceable against such Borrower in accordance with their respectiveterms.

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## (d)           No Default or Event of Default hasoccurred and is continuing on the date hereof or as of the date upon which theconditions precedent set forth herein are satisfied.

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# 5.     Releaseby Borrower.

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## (a)           Effective on the date hereof, eachBorrower, for itself and on behalf of its respective successors, assigns, andofficers, directors, employees, agents and attorneys, and any Person acting foror on behalf of, or claiming through it, hereby waives, releases, remises andforever discharges Agent and each Lender, each of their respective Affiliates,and each of their respective successors in title, past, present and futureofficers, directors, employees, limited partners, general partners, investors,attorneys, assigns, subsidiaries, shareholders, trustees, agents and otherprofessionals (each a “Releasee” and collectively, the “Releasees”),from any and all past, present and future claims, suits, liens, lawsuits,adverse consequences, amounts paid in settlement, debts, deficiencies,diminution in value, disbursements, demands, obligations, liabilities, causesof action, damages, losses, costs and expenses of any kind or character,  whether based in equity, law, contract, tort,implied or express warranty, strict liability, criminal or civil statute orcommon law (each a “Claim” and collectively, the “Claims”),whether known or unknown, fixed or contingent, direct, indirect, or derivative,asserted or unasserted, matured or unmatured, foreseen or unforeseen, past orpresent, liquidated or unliquidated, suspected or unsuspected, which suchBorrower ever had, now has, or might hereafter have against any such Releaseewhich relates, directly or indirectly to the Credit Agreement, any other LoanDocument, or to any acts or omissions of any such Releasee with respect to theCredit Agreement or any other Loan Document, or to the lender-borrowerrelationship evidenced by the Loan Documents, except for the duties andobligations set forth in the Loan Documents. As to each and every Claim released hereunder, each Borrower herebyrepresents that it has received the advice of legal counsel with regard to thereleases contained herein, and having been so advised, specifically waives thebenefit of the provisions of Section 1542 of the Civil Code of Californiawhich provides as follows:

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“A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HISFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

As to each and everyClaim released hereunder, each Borrower also waives the benefit of each othersimilar provision of applicable federal or state law (including withoutlimitation the laws of the state of New York), if any, pertaining to generalreleases after having been advised by its legal counsel with respect thereto.

 

Each Borroweracknowledges that it may hereafter discover facts different from or in additionto those now known or believed to be true with respect to such Claims andagrees that this instrument shall be and remain effective in all respectsnotwithstanding any such

 

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differences or additionalfacts.  Each Borrower understands,acknowledges and agrees that the release set forth above may be pleaded as afull and complete defense and may be used as a basis for an injunction againstany action, suit or other proceeding which may be instituted, prosecuted orattempted in breach of the provisions of such release.

 

## (b)           Each Borrower, for itself and onbehalf of its respective successors, assigns, and officers, directors,employees, agents and attorneys, and any Person acting for or on behalf of, orclaiming through it, hereby absolutely, unconditionally and irrevocably,covenants and agrees with and in favor of each Releasee above that it will notsue (at law, in equity, in any regulatory proceeding or otherwise) any Releaseeon the basis of any claim released, remised and discharged by such Personpursuant to the above release.  EachBorrower further agrees that it shall not dispute the validity orenforceability of the Credit Agreement or any of the other Loan Documents orany of its obligations thereunder, or the validity, priority, enforceability orthe extent of Agent’s Lien on any item of Collateral under the Credit Agreementor the other Loan Documents.  If anyBorrower or any of its respective successors, assigns, or officers, directors,employees, agents or attorneys, or any Person acting for or on behalf of, orclaiming through it violate the foregoing covenant, such Person, for itself andits successors, assigns and legal representatives, agrees to pay, in additionto such other damages as any Releasee may sustain as a result of suchviolation, all attorneys’ fees and costs incurred by such Releasee as a resultof such violation.

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# 6.     Choiceof Law.  The validity of thisAmendment, its construction, interpretation and enforcement, the rights of theparties hereunder, shall be determined under, governed by, and construed inaccordance with the laws of the State of New York.

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# 7.     CounterpartExecution.  This Amendment may beexecuted in any number of counterparts, all of which when taken together shallconstitute one and the same instrument, and any of the parties hereto mayexecute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of thisAmendment by telefacsimile or other electronic method shall be equally aseffective as delivery of an original executed counterpart of thisAmendment.  Any party delivering anexecuted counterpart of this Amendment by telefacsimile or other electronicmethod also shall deliver an original executed counterpart of this Amendment,but the failure to deliver an original executed counterpart shall not affectthe validity, enforceability, and binding effect of this Amendment.

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# 8.     Effecton Loan Documents.

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## (a)           The Credit Agreement, as amendedhereby, and each of the other Loan Documents shall be and remain in full forceand effect in accordance with their respective terms and hereby are ratifiedand confirmed in all respects.  Theexecution, delivery, and performance of this Amendment shall not operate, exceptas expressly set forth herein, as a modification or waiver of any right, power,or remedy of Agent or any Lender under the Credit Agreement or any other LoanDocument.  The waivers, consents, andmodifications herein are limited to the specifics hereof, shall not apply withrespect to any facts or occurrences other than those on which the same arebased, shall not excuse future non-compliance with the Loan Documents, andshall not operate as a consent to any further or other matter under the Loan Documents.

 

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## (b)           Upon and after the effectiveness ofthis Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,“herein”, “hereof” or words of like import referring to the Credit Agreement,and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,“therein”, “thereof” or words of like import referring to the Credit Agreement,shall mean and be a reference to the Credit Agreement as modified and amended hereby.

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## (c)           To the extent that any terms andconditions in any of the Loan Documents shall contradict or be in conflict withany terms or conditions of the Credit Agreement, after giving effect to thisAmendment, such terms and conditions are hereby deemed modified or amendedaccordingly to reflect the terms and conditions of the Credit Agreement asmodified or amended hereby.

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## (d)           This Amendment is a Loan Document.

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# 9.     EntireAgreement.  This Amendment embodiesthe entire understanding and agreement between the parties hereto with respectto the subject matter hereof and supersedes any and all prior orcontemporaneous agreements or understandings with respect to the subject matterhereof, whether express or implied, oral or written.

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# 10.   Expenses.  Borrowers agree to reimburse the Lender Groupfor the Lender Group Expense incurred in connection with this Amendment,including the reasonable legal fees and disbursements of Paul, Hastings,Janofsky & Walker LLP, as counsel for the Agent.

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[signature page follows]

 

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IN WITNESS WHEREOF, the parties have entered into thisAmendment as of the date first above written.

 

 
| ** ** | **155  EAST TROPICANA, LLC**,  a Nevada limited liability company, as a  Borrower     |
|------------|---------------------------------------------------------------------------------------|
|       |                                                                                  |   |
|       | By:                                                                                   | /s/ Deborah J. Pierce |
|       | Title:                                                                                | Deborah J. Pierce, Chief Financial  Officer |
|       |                                                                                  |   |
| ** ** | **155  EAST TROPICANA FINANCE CORP.**a Nevada  corporation, as a Borrower             |
|       |                                                                                  |   |
|       | By:                                                                                   | /s/  Deborah J. Pierce |
|       | Title:                                                                                | Deborah  J. Pierce, Treasurer |
|       |                                                                                  |   |
|       |                                                                                  |   |
| ** ** | **WELLS  FARGO FOOTHILL, INC.**,  a California corporation, as Agent and as a  Lender |
|       |                                                                                  |   |
|       | By:                                                                                   | /s/  Steven S. Scott |
|       | Title:                                                                                | Vice  President |

 

AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT

 

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