AMENDMENT NO. TO THE LOAN
                             AND SECURITY AGREEMENT


         This Amendment No. To The Loan And Security Agreement (the "Amendment")
is entered into as of the day of , by and between , a Nevada corporation
("Parent"), and each of the Restricted Subsidiaries identified as a "Borrower"
on the signature pages hereof or of a joinder hereto (such Restricted
Subsidiaries, together with Parent, are referred to hereinafter individually and
collectively, and jointly and severally, as the "Borrower"), and each of the
other Restricted Subsidiaries identified as a "Guarantor" on the signature pages
hereof or of a joinder hereto (such other Restricted Subsidiaries are referred
to hereinafter individually and collectively, and jointly and severally, as a
"Guarantor")., whose chief executive office is located at 2901 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 and FOOTHILL CAPITAL CORPORATION, a
California corporation ("Foothill"), with a place of business located at 2450
Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, in light of
the following facts:
                                      FACTS

         FACT ONE: Foothill and Borrower have previously entered into that
certain Loan And Security Agreement,dated as of July 26, 2002 (the "Agreement").

         FACT TWO: Foothill and Borrower desire to amend the Agreement as
provided herein. Capitalized terms defined in the Agreement which are used
herein shall have the same meanings as set forth in the Agreement unless
otherwise specified.

         NOW, THEREFORE, Foothill and Borrower hereby modify and amend the
Agreement as follows:

         Subsections 6. 2(a), 6.2(b) and 6.2(c) of the Agreement are hereby
amended in their entirety to read as follows:

========================= =====================================================
Monthly (not later than   (a) a detailed calculation of the Borrowing Base; and
the 30th day of each
month)                    (b) a detailed report, as to each Facility, of: (i)
                          the number of gaming devices of Borrower and Guarantor
                          of each type in operation; (ii) the average net win
                          per gaming device unit per day of each type of gaming
                          device of Borrower and Guarantor in operation; (iii)
                          comparisons of such results for the period covered in
                          such report with the corresponding results for such
                          prior periods as Agent may reasonably request; and
                          (iv) such other information relative to gaming
                          operations as Agent may reasonably request;

                          (c) an Officer's Certificate certifying that Borrower
                          and Guarantor have timely filed all tax returns
                          required to be filed by Borrower and Guarantor, and
                          have timely paid all taxes on Borrower and Guarantor
                          and their respective properties, assets, income, and
                          franchises (including Real Property taxes, gaming
                          taxes, and payroll taxes), other than any such taxes
                          that are the subject of a Permitted Protest;
========================= =====================================================


<PAGE>


         2. Foothill shall charge Borrower's loan account a documentation fee in
the amount of $350.00. Said documentation fee shall be fully-earned,
non-refundable, and due and payable on the date Borrower's loan account is
charged.

         3. In the event of a conflict between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and
provisions of this Amendment shall govern. In all other respects, the Agreement,
as supplemented, amended and modified, shall remain in full force and effect.

         IN WITNESS WHEREOF, Borrower and Foothill have executed this Amendment
as of the day and year first written above.


FOOTHILL CAPITAL CORPORATION,              FOOTHILL CAPITAL CORPORATION,
a California corporation, as a Lender      a California corporation, as Agent



By                                         By
  ----------------------------------         ----------------------------------
         Lisa C. Cooley                             Lisa C. Cooley
Its      Assistant Vice President          Its      Assistant Vice President
   ---------------------------------          ---------------------------------

RIVIERA HOLDINGS CORPORATION,              RIVIERA BLACK HAWK, INC.,
a Nevada corporation, as Borrower          a Colorado corporation, as Borrower



By                                         By
  ----------------------------------         ----------------------------------
Print Name                                 Print Name
          --------------------------                 --------------------------
Its                                        Its
   ---------------------------------          ---------------------------------

RIVIERA OPERATING CORPORATION,             RIVIERA GAMING MANAGEMENT, INC.,
a Nevada corporation, as Borrower          a Nevada corporation, as Guarantor



By                                         By
  ----------------------------------         ----------------------------------
Print Name                                 Print Name
          --------------------------                 --------------------------
Its                                        Its
   ---------------------------------          ---------------------------------

RIVIERA GAMING MANAGEMENT OF
COLORADO, INC., a Colorado corporation, as Guarantor



By
  ----------------------------------------------------
Print Name
          --------------------------------------------
Its
   ---------------------------------------------------

               AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT



                  THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of February __, 2004, is entered into by and among, on
the one hand, RIVIERA HOLDINGS CORPORATION, a Nevada corporation ("Parent"), and
each of the Restricted Subsidiaries identified as a "Borrower" in the
below-referenced Loan Agreement (such Restricted Subsidiaries, together with
Parent, are referred to hereinafter individually and collectively, and jointly
and severally, as the "Borrower"), and, on the other hand, each of the lenders
that is identified as a "Lender" in the below-referenced Loan Agreement (such
lenders, together with their respective successors and assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders"),
and WELLS FARGO FOOTHILL, INC., a California corporation formerly known as
Foothill Capital Corporation, as the arranger and administrative agent for the
Lenders (in such capacity, together with its successors, if any, in such
capacity, "Agent" and together with the Lenders, collectively, the "Lender
Group"), in light of the following:

                               W I T N E S S E T H

                  WHEREAS, Borrower, each of the other Restricted Subsidiaries
of Parent identified in the Loan Agreement as a "Guarantor" (such other
Restricted Subsidiaries are referred to hereinafter individually and
collectively, and jointly and severally, as a "Guarantor"), and the Lender Group
are parties to that certain Loan and Security Agreement, dated as of July, 26,
2002 (as amended, restated, supplemented, or modified from time to time, the
"Loan Agreement"); and

                  WHEREAS, Borrower and the Lender Group desire to amend Section
7.20(b) of the Loan Agreement as set forth herein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Loan Agreement as follows:

I. DEFINITIONS Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.

II. AMENDMENTS TO LOAN AGREEMENT

A. The portion of Section 7.20(b) of the Loan Agreement that currently reads as
follows:

"
--------------------------------------- ---------------------------------------

   $4,000,000 (except that all such              For the fiscal quarter
   capital expenditures during the              ending December 31, 2003
 fiscal year ending December 31, 2003
   may not exceed $8,000,000 in the
              aggregate)
--------------------------------------- ---------------------------------------
; hereby is amended and restated in its entirety to read as follows:
--------------------------------------- ---------------------------------------

   $4,000,000 (except that all such           For the fiscal quarter
   capital expenditures during the           ending December 31, 2003
 fiscal year ending December 31, 2003
   may not exceed $8,000,000 in the
              aggregate)
--------------------------------------- ---------------------------------------

              $5,500,000                       For the fiscal year
                                             ending December 31, 2004
--------------------------------------- ---------------------------------------


III. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:

A. The representations and warranties in the Loan Agreement and the other Loan
Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

B. Agent shall have received the reaffirmation and consent of Guarantor,
attached hereto as Exhibit A, duly executed and delivered by an authorized
official of Guarantor;

C. No Default or Event of Default shall have occurred and be continuing on the
date hereof or as of the date of the effectiveness of this Amendment; and

D. No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against Borrower, Guarantor, or the Lender Group.

IV. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

V. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendment(s) to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.

VI. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

VII. MISCELLANEOUS.

A. Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

B. Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

                    [Signature page follows.]




<PAGE>



                                                         S-2
LANLIB1\P2B\702790.EXE


                                                         S-1
WF Foothill/Riviera/2004-02 Amendment-2

                  IN WITNESS WHEREOF,  the parties have caused this Amendment to
be executed and delivered as of the date first written above.

Borrowers:

RIVIERA HOLDINGS CORPORATION,                       RIVIERA BLACK HAWK, INC.,
a Nevada corporation                                a Colorado corporation
and "Administrative Borrower"
                                                By_____________________________
By_______________________________               Name:__________________________
Name:____________________________               Title: ________________________
Title: _____________________________

RIVIERA OPERATING CORPORATION, a Nevada corporation

By_______________________________
Name:____________________________
Title: _____________________________


Lenders:

WELLS  FARGO  FOOTHILL,  INC.,  a  California  corporation
formerly  known  as  Foothill  Capital  Corporation,  as a
Lender

By_______________________________
Name:____________________________
Title: _____________________________



Agent:

WELLS FARGO FOOTHILL, INC., a California corporation
formerly known as Foothill Capital Corporation, as Agent

By_______________________________
Name:____________________________
Title: _____________________________






<PAGE>



                                                         A-1
WF Foothill/Riviera/2004-02 Amendment-2
Exhibit A

                                    Exhibit A

                            REAFFIRMATION AND CONSENT

                  All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in that certain Loan and
Security Agreement by and among, on the one hand, RIVIERA HOLDINGS CORPORATION,
a Nevada corporation ("Parent"), and each of the Restricted Subsidiaries
identified as a "Borrower" in the below-referenced Loan Agreement (such
Restricted Subsidiaries, together with Parent, are referred to hereinafter
individually and collectively, and jointly and severally, as the "Borrower"),
and, on the other hand, each of the lenders that is identified as a "Lender" in
the below-referenced Loan Agreement (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), and WELLS FARGO FOOTHILL,
INC., a California corporation formerly known as Foothill Capital Corporation,
as the arranger and administrative agent for the Lenders (in such capacity,
together with its successors, if any, in such capacity, "Agent" and together
with the Lenders, collectively, the "Lender Group"), dated as of July 26, 2002
(as amended, restated, supplemented or otherwise modified, the "Loan
Agreement"), or in Amendment Number Two to Loan and Security Agreement, dated as
of February __, 2004 (the "Amendment"), among Borrower and the Lender Group, and
reaffirmed and consented to by Guarantor. The undersigned each hereby (a)
represent and warrant to the Lender Group that the execution, delivery, and
performance of this Reaffirmation and Consent are within its powers, have been
duly authorized by all necessary action, and are not in contravention of any
law, rule, or regulation, or any order, judgment, decree, writ, injunction, or
award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected; (b) consents to the
transactions contemplated by the Amendment; (c) acknowledges and reaffirms its
obligations owing to the Lender Group under any Loan Documents to which it is a
party; and (d) agrees that each of the Loan Documents to which it is a party is
and shall remain in full force and effect. Although the undersigned has been
informed of the matters set forth herein and has acknowledged and agreed to
same, it understands that the Lender Group has no obligations to inform it of
such matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. Delivery of an executed
counterpart of this Reaffirmation and Consent by telefacsimile shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent. Any party delivering an executed counterpart of this
Reaffirmation and Consent by telefacsimile also shall deliver an original
executed counterpart of this Reaffirmation and Consent but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of
California.

                            [signature page follows]




<PAGE>


                                        5
WF Foothill/Riviera/2004-03 Amendment-2

                                        2
WF Foothill/Riviera/2004-03 Amendment-2

                  IN WITNESS WHEREOF, the undersigned have each caused this
Reaffirmation and Consent to be executed as of the date of the Amendment.

Guarantors:

RIVIERA GAMING MANAGEMENT, INC., a Nevada           RIVIERA GAMING MANAGEMENT OF
corporation.                                        Colorado, Inc. a Colorado
                                                    orporation
By_______________________________           By_______________________________
Name:____________________________           Name:____________________________
Title: _____________________________        Title: ____________________________



              AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT



                  THIS AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of March __, 2004, is entered into by and among, on
the one hand, RIVIERA HOLDINGS CORPORATION, a Nevada corporation ("Parent"), and
each of the Restricted Subsidiaries identified as a "Borrower" in the
below-referenced Loan Agreement (such Restricted Subsidiaries, together with
Parent, are referred to hereinafter individually and collectively, and jointly
and severally, as the "Borrower"), and, on the other hand, each of the lenders
that is identified as a "Lender" in the below-referenced Loan Agreement (such
lenders, together with their respective successors and assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders"),
and WELLS FARGO FOOTHILL, INC., a California corporation formerly known as
Foothill Capital Corporation, as the arranger and administrative agent for the
Lenders (in such capacity, together with its successors, if any, in such
capacity, "Agent" and together with the Lenders, collectively, the "Lender
Group"), in light of the following:

                               W I T N E S S E T H

                  WHEREAS, Borrower, each of the other Restricted Subsidiaries
of Parent identified in the Loan Agreement as a "Guarantor" (such other
Restricted Subsidiaries are referred to hereinafter individually and
collectively, and jointly and severally, as a "Guarantor"), and the Lender Group
are parties to that certain Loan and Security Agreement, dated as of July, 26,
2002 (as amended, restated, supplemented, or modified from time to time, the
"Loan Agreement"); and

                  WHEREAS,  Borrower and the Lender Group desire make certain
adjustments  to the  calculation  of EBITDA as set forth herein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Loan Agreement as follows:

VIII. DEFINITIONS Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.

IX. MODIFICATIONS TO LOAN AGREEMENT

A. Anything in the Loan Agreement to the contrary notwithstanding, Borrower and
the Lender Group hereby agree that, solely for purposes of calculating
Borrower's EBITDA (as of the applicable date of determination or for the
relevant fiscal period) under Section 7.20(a) of the Loan Agreement and under
clause (y) of the Borrowing Base set forth in Section 2.1(a) of the Loan
Agreement (but not for purposes of calculating Borrower's EBITDA relative to the
Designated EBITDA Condition):

         (1) up to $2,400,000 of development costs of Borrower related to one or
more of Borrower's Hobbs, New Mexico casino project and Borrower's Jefferson
County, Missouri casino project may be added back into the calculation of EBITDA
for the month of December 2003; and

         (2) up to $600,000 of additional development costs of Borrower related
to Borrower's Jefferson County, Missouri casino project (without duplication of
any amounts added back into the calculation of EBITDA for the month of December
2003 under clause (1) above) may be added back into the calculation of EBITDA
for the month of March 2004.

It is understood by the parties hereto, however, that the foregoing adjustments
to the calculation of EBITDA for such limited purposes does not constitute a
waiver or modification of Section 7.20(a) of the Loan Agreement or clause (y) of
the Borrowing Base set forth in Section 2.1(a) of the Loan Agreement with
respect to any other date or fiscal period or factual circumstances, or of any
other provision or term of the Loan Agreement or any other Loan Document, nor an
agreement to waive or modify in the future Section 7.20(a) of the Loan Agreement
or clause (y) of the Borrowing Base set forth in Section 2.1(a) of the Loan
Agreement with respect to any other date or fiscal period or circumstances, or
of any other provision or term of the Loan Agreement or any other Loan Document.

X. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:

A. Agent shall have received the amendment fee specified in Section IV below;

B. The representations and warranties in the Loan Agreement and the other Loan
Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

C. Agent shall have received the reaffirmation and consent of Guarantor,
attached hereto as Exhibit A, duly executed and delivered by an authorized
official of Guarantor;

D. No Default or Event of Default shall have occurred and be continuing on the
date hereof or as of the date of the effectiveness of this Amendment; and

E. No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against Borrower, Guarantor, or the Lender Group.

XI. FEE. In consideration for the Lender Group entering into this Amendment,
Borrower shall concurrently pay Agent (for the ratable benefit of the Lenders) a
fee in the amount of $35,000, which shall be non-refundable and in addition to
all interest and other fees payable to the Lender Group under the Loan
Documents. Agent is authorized to charge said fee to the Loan Account in
accordance with the Loan Agreement.

XII. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

XIII. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendment(s) to
the Loan Agreement expressly set forth in Section II hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.

XIV. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

XV. MISCELLANEOUS.

A. Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

B. Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

                        [Signature page follows.]



<PAGE>



                                                         S-2
LANLIB1\P2B\702790.EXE


                                                         S-1
WF Foothill/Riviera/2004-03 Amendment-2

                  IN WITNESS WHEREOF,  the parties have caused this Amendment to
be executed and delivered as of the date first written above.

Borrowers:

RIVIERA HOLDINGS CORPORATION,                   RIVIERA BLACK HAWK, INC.,
a Nevada corporation                            a Colorado corporation
and "Administrative Borrower"
                                            By_______________________________
By_______________________________           Name:____________________________
Name:____________________________           Title: ____________________________
Title: _____________________________

RIVIERA OPERATING CORPORATION, a Nevada corporation

By_______________________________
Name:____________________________
Title: _____________________________


Lenders:

WELLS  FARGO  FOOTHILL,  INC.,  a  California  corporation
formerly  known  as  Foothill  Capital  Corporation,  as a
Lender

By_______________________________
Name:____________________________
Title: _____________________________



Agent:

WELLS FARGO FOOTHILL, INC., a California corporation
formerly known as Foothill Capital Corporation, as Agent

By_______________________________
Name:____________________________
Title: _____________________________






<PAGE>



                                                         A-1
WF Foothill/Riviera/2004-03 Amendment-2
Exhibit A

                                    Exhibit A

                            REAFFIRMATION AND CONSENT

                  All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in that certain Loan and
Security Agreement by and among, on the one hand, RIVIERA HOLDINGS CORPORATION,
a Nevada corporation ("Parent"), and each of the Restricted Subsidiaries
identified as a "Borrower" in the below-referenced Loan Agreement (such
Restricted Subsidiaries, together with Parent, are referred to hereinafter
individually and collectively, and jointly and severally, as the "Borrower"),
and, on the other hand, each of the lenders that is identified as a "Lender" in
the below-referenced Loan Agreement (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), and WELLS FARGO FOOTHILL,
INC., a California corporation formerly known as Foothill Capital Corporation,
as the arranger and administrative agent for the Lenders (in such capacity,
together with its successors, if any, in such capacity, "Agent" and together
with the Lenders, collectively, the "Lender Group"), dated as of July 26, 2002
(as amended, restated, supplemented or otherwise modified, the "Loan
Agreement"), or in Amendment Number Three to Loan and Security Agreement, dated
as of March __, 2004 (the "Amendment"), among Borrower and the Lender Group, and
reaffirmed and consented to by Guarantor. The undersigned each hereby (a)
represent and warrant to the Lender Group that the execution, delivery, and
performance of this Reaffirmation and Consent are within its powers, have been
duly authorized by all necessary action, and are not in contravention of any
law, rule, or regulation, or any order, judgment, decree, writ, injunction, or
award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected; (b) consents to the
transactions contemplated by the Amendment; (c) acknowledges and reaffirms its
obligations owing to the Lender Group under any Loan Documents to which it is a
party; and (d) agrees that each of the Loan Documents to which it is a party is
and shall remain in full force and effect. Although the undersigned has been
informed of the matters set forth herein and has acknowledged and agreed to
same, it understands that the Lender Group has no obligations to inform it of
such matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. Delivery of an executed
counterpart of this Reaffirmation and Consent by telefacsimile shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent. Any party delivering an executed counterpart of this
Reaffirmation and Consent by telefacsimile also shall deliver an original
executed counterpart of this Reaffirmation and Consent but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of
California.

                            [signature page follows]




<PAGE>


                                                         A-2
WF Foothill/Riviera/2004-02 Amendment-2
Exhibit A

                  IN WITNESS WHEREOF, the undersigned have each caused this
Reaffirmation and Consent to be executed as of the date of the Amendment.

Guarantors:

RIVIERA GAMING MANAGEMENT, INC., a Nevada       RIVIERA GAMING MANAGEMENT OF
corporation.                                    COLORADO, Inc., a Colorado
                                                corporation

By_______________________________               By_____________________________
Name:____________________________               Name:__________________________
Title: _____________________________            Title: ________________________


              AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT



                  THIS AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of December __, 2004, is entered into by and among,
on the one hand, RIVIERA HOLDINGS CORPORATION, a Nevada corporation ("Parent"),
and each of the Restricted Subsidiaries identified as a "Borrower" in the
below-referenced Loan Agreement (such Restricted Subsidiaries, together with
Parent, are referred to hereinafter individually and collectively, and jointly
and severally, as the "Borrower"), and, on the other hand, each of the lenders
that is identified as a "Lender" in the below-referenced Loan Agreement (such
lenders, together with their respective successors and assigns, are referred to
hereinafter each individually as a "Lender" and collectively as the "Lenders"),
and WELLS FARGO FOOTHILL, INC., a California corporation formerly known as
Foothill Capital Corporation, as the arranger and administrative agent for the
Lenders (in such capacity, together with its successors, if any, in such
capacity, "Agent" and together with the Lenders, collectively, the "Lender
Group"), in light of the following:

                               W I T N E S S E T H

                  WHEREAS, Borrower, each of the other Restricted Subsidiaries
of Parent identified in the Loan Agreement as a "Guarantor" (such other
Restricted Subsidiaries are referred to hereinafter individually and
collectively, and jointly and severally, as a "Guarantor"), and the Lender Group
are parties to that certain Loan and Security Agreement, dated as of July, 26,
2002 (as amended, restated, supplemented, or modified from time to time, the
"Loan Agreement"); and

                  WHEREAS, Borrower and the Lender Group desire to amend Section
7.20(b) of the Loan Agreement as set forth herein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Loan Agreement as follows:

I. DEFINITIONS Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.

II. AMENDMENTS TO LOAN AGREEMENT

A. The portion of Section 7.20(b) of the Loan Agreement that currently reads as
follows:
--------------------------------------- ---------------------------------------

              $5,500,000                     For the fiscal year
                                           ending December 31, 2004
--------------------------------------- ---------------------------------------

; hereby is amended and restated in its entirety to read as follows:
--------------------------------------- ---------------------------------------

              $5,500,000                     For the fiscal year
                                           ending December 31, 2004
--------------------------------------- ---------------------------------------

             $14,000,000                     For the fiscal year
                                           ending December 31, 2005
--------------------------------------- ---------------------------------------
"

III. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:

A. The representations and warranties in the Loan Agreement and the other Loan
Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

B. Agent shall have received the reaffirmation and consent of Guarantor,
attached hereto as Exhibit A, duly executed and delivered by an authorized
official of Guarantor;

C. No Default or Event of Default shall have occurred and be continuing on the
date hereof or as of the date of the effectiveness of this Amendment; and

D. No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against Borrower, Guarantor, or the Lender Group.

IV. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

V. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendment(s) to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.

VI. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

VII. MISCELLANEOUS.

A. Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

B. Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

                       [Signature page follows.]




<PAGE>



                                                         S-2
LANLIB1\P2B\702790.EXE


                                                         S-1
WF Foothill/Riviera/2004-12 Amend-1.DOC

                  IN WITNESS WHEREOF,  the parties have caused this Amendment to
be executed and delivered as of the date first written above.

Borrowers:

RIVIERA HOLDINGS CORPORATION,                       RIVIERA BLACK HAWK, INC.,
a Nevada corporation                                a Colorado corporation
and "Administrative Borrower"
                                            By_______________________________
By_______________________________           Name:____________________________
Name:____________________________           Title: _____________________________
Title: _____________________________

RIVIERA OPERATING CORPORATION, a Nevada corporation

By_______________________________
Name:____________________________
Title: _____________________________


Lenders:

WELLS  FARGO  FOOTHILL,  INC.,  a  California  corporation
formerly  known  as  Foothill  Capital  Corporation,  as a
Lender

By_______________________________
Name:____________________________
Title: _____________________________



Agent:

WELLS FARGO FOOTHILL, INC., a California corporation
formerly known as Foothill Capital Corporation, as Agent

By_______________________________
Name:____________________________
Title: _____________________________






<PAGE>

Exhibit A

                                    Exhibit A

                            REAFFIRMATION AND CONSENT

                  All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in that certain Loan and
Security Agreement by and among, on the one hand, RIVIERA HOLDINGS CORPORATION,
a Nevada corporation ("Parent"), and each of the Restricted Subsidiaries
identified as a "Borrower" in the below-referenced Loan Agreement (such
Restricted Subsidiaries, together with Parent, are referred to hereinafter
individually and collectively, and jointly and severally, as the "Borrower"),
and, on the other hand, each of the lenders that is identified as a "Lender" in
the below-referenced Loan Agreement (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), and WELLS FARGO FOOTHILL,
INC., a California corporation formerly known as Foothill Capital Corporation,
as the arranger and administrative agent for the Lenders (in such capacity,
together with its successors, if any, in such capacity, "Agent" and together
with the Lenders, collectively, the "Lender Group"), dated as of July 26, 2002
(as amended, restated, supplemented or otherwise modified, the "Loan
Agreement"), or in Amendment Number Four to Loan and Security Agreement, dated
as of December __, 2004 (the "Amendment"), among Borrower and the Lender Group,
and reaffirmed and consented to by Guarantor. The undersigned each hereby (a)
represent and warrant to the Lender Group that the execution, delivery, and
performance of this Reaffirmation and Consent are within its powers, have been
duly authorized by all necessary action, and are not in contravention of any
law, rule, or regulation, or any order, judgment, decree, writ, injunction, or
award of any arbitrator, court, or governmental authority, or of the terms of
its charter or bylaws, or of any contract or undertaking to which it is a party
or by which any of its properties may be bound or affected; (b) consents to the
transactions contemplated by the Amendment; (c) acknowledges and reaffirms its
obligations owing to the Lender Group under any Loan Documents to which it is a
party; and (d) agrees that each of the Loan Documents to which it is a party is
and shall remain in full force and effect. Although the undersigned has been
informed of the matters set forth herein and has acknowledged and agreed to
same, it understands that the Lender Group has no obligations to inform it of
such matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. Delivery of an executed
counterpart of this Reaffirmation and Consent by telefacsimile shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent. Any party delivering an executed counterpart of this
Reaffirmation and Consent by telefacsimile also shall deliver an original
executed counterpart of this Reaffirmation and Consent but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of
California.

                            [signature page follows]




<PAGE>


                                                         A-2
WF Foothill/Riviera/2004-12 Amend-1.DOC
Exhibit A

                  IN WITNESS WHEREOF, the undersigned have each caused this
Reaffirmation and Consent to be executed as of the date of the Amendment.

Guarantors:

RIVIERA GAMING MANAGEMENT, INC., a Nevada     RIVIERA GAMING MANAGEMENT OF
corporation.                                  COLORADO, INC., a
                                              Colorado corporation

By_______________________________             By_______________________________
Name:____________________________             Name:____________________________
Title: _____________________________          Title: __________________________