Exhibit
10.15


 


INTERCOMPANY
SUBORDINATION AGREEMENT


 


THIS INTERCOMPANY SUBORDINATION AGREEMENT
(as amended, restated, modified, supplemented, renewed or extended from time to
time, this “Agreement”), dated as of January 23, 2004, is made by and
among POSTER FINANCIAL GROUP, INC.,
a Nevada corporation (“Parent”), each of Parent’s Subsidiaries
identified on the signature pages hereof (such Subsidiaries, together with
Parent, are referred to hereinafter each individually as an “Obligor”,
and individually and collectively, jointly and severally, as the “Obligors”),
in favor of WELLS FARGO FOOTHILL,
INC., a California corporation, as the arranger, administrative
agent and documentation agent for the Lenders (in such capacity, together with
its successors, if any, “Agent”).


 


WHEREAS, Parent, certain of the other below-defined
Obligors, Agent, and the below-defined Lenders, have entered into that certain
Loan and Security Agreement, of even date herewith (as amended, restated,
modified, supplemented, refinanced, renewed or extended from time to time, the
“Loan Agreement”);


 


WHEREAS, each Obligor has made or may make certain
loans or advances from time to time to one or more other Obligors; and


 


WHEREAS, each Obligor has agreed to the subordination
of such indebtedness of each other Obligor to such Obligor, upon the terms and
subject to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
promises, covenants, conditions, representations, and warranties set forth
herein and for other good and valuable consideration, the parties hereto agree
as follows:


 


SECTION 1.  Definitions; Interpretation.


 


(a)                                  Terms
Defined in Loan Agreement.  All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings assigned to them in the Loan Agreement.


 


(b)                                 Certain
Defined Terms.  As used in this
Agreement, the following terms shall have the following meanings:


 


“Agent” has the meaning set forth in the
preamble hereto.


 


“Agreement” has the meaning set forth in the preamble
hereto.


 


“Insolvency Events” has the meaning set forth
in Section 3 herein.


 


“Lender Group” means, individually and
collectively, Agent and each of the Lenders.


 


“Lenders” means, individually and collectively,
each of the lenders listed on the signature pages of the Loan Agreement and any
other Person made a party thereto in accordance with the provisions of Section
14 thereof (together with their respective successors and assigns).


 

















 


“Loan Agreement”
has the meaning set forth in the recitals hereto.


 


“Obligors” has the
meaning set forth in the preamble hereto.


 


“Senior Debt”
means the Obligations and other indebtedness and liabilities of the Obligors to
the Lender Group and the Bank Product Providers under or in connection with the
Loan Agreement, the Guaranty and the other Loan Documents, including all unpaid
principal of the Advances, all interest accrued thereon, all fees due under the
Loan Agreement and the other Loan Documents, and all other amounts payable by
the Obligors to the Lender Group and the Bank Product Providers thereunder or
in connection therewith, whether now existing or hereafter arising, and whether
due or to become due, absolute or contingent, liquidated or unliquidated,
determined or undetermined, and including without limitation interest, fees,
and other such amounts, which would accrue and become due but for the
commencement of an Insolvency Event, whether or not such interest, fees, and
other amounts are allowed or allowable in whole or in part in any such
Insolvency Event.


 


“Subordinated Debt”
means, with respect to each Obligor, all indebtedness, liabilities, and other
obligations of any other Obligor owing to such Obligor in respect of any and
all loans or advances made by such Obligor to such other Obligor whether now existing
or hereafter arising, and whether due or to become due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, including all fees and
all other amounts payable by any other Obligor to such Obligor under or in
connection with any documents or instruments related thereto.


 


“Subordinated Debt
Payment” means any payment or distribution by or on behalf of the Obligors,
directly or indirectly, of assets of the Obligors of any kind or character,
whether in cash, property, or securities, including on account of the purchase,
redemption, or other acquisition of Subordinated Debt, as a result of any
collection, sale, or other disposition of collateral, or by setoff, exchange,
or in any other manner, for or on account of the Subordinated Debt.


 


(c)                                  Interpretation.  Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references
to the singular include the plural, the term “including” is not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.  Section,
subsection, clause, schedule, and exhibit references are to this Agreement
unless otherwise specified.  References
to agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto.  References to statutes or regulations are to
be construed as including all statutory and regulatory provisions
consolidating, amending, or replacing the statute or regulation referred to.  Any reference herein to the payment in full
of the Senior Debt shall mean the payment in full in cash of all Senior
Debt.  The captions and headings are for
convenience of reference only and shall not affect the construction of this
Agreement.


 


SECTION 2.  Subordination to Payment of Senior Debt.  As to each Obligor, all payments on account
of the Subordinated Debt shall be subject, subordinate, and junior, in right of
payment and exercise of remedies, to the extent and in the manner set forth
herein, to the prior payment, in full, of the Senior Debt.


 


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SECTION 3.  Subordination Upon Any Distribution of
Assets of the Obligors.  As to each
Obligor, in the event of any payment or distribution of assets of any other
Obligor of any kind or character, whether in cash, property, or securities,
upon the dissolution, winding up, or total or partial liquidation or
reorganization, readjustment, arrangement, or similar proceeding relating to
such other Obligor or its property, whether voluntary, involuntary, in bankruptcy,
insolvency, receivership, arrangement, or similar proceedings or upon an
assignment for the benefit of creditors, or upon any other marshaling or
composition of the assets and liabilities of such other Obligor, or otherwise
(such events, collectively, the “Insolvency Events”):  (i) all amounts owing on account of the
Senior Debt shall first be paid, in full, before any Subordinated Debt Payment
is made; and (ii) to the extent permitted by applicable law, any Subordinated
Debt Payment to which such Obligor would be entitled except for the provisions
hereof, shall be paid or delivered by the trustee in bankruptcy, receiver,
assignee for the benefit of creditors, or other liquidating agent making such
payment or distribution directly to Agent for the benefit of the Lender Group
and the Bank Product Providers for application to the payment of the Senior
Debt in accordance with clause (i), after giving effect to any concurrent
payment or distribution or provision therefor to the Lender Group and the Bank
Product Providers, or Agent for the benefit thereof, in respect of such Senior
Debt.


 


SECTION 4.  Payments on Subordinated Debt.


 


(a)                                  Permitted
Payments.  So long as no Event of
Default has occurred and is continuing, each Obligor may make, and each other
Obligor shall be entitled to accept and receive, payments on account of the
Subordinated Debt to the extent permitted under the Loan Agreement.


 


(b)                                 No
Payment Upon Senior Debt Defaults. 
Upon the occurrence and during the continuance of any Event of Default, each
Obligor shall not make, and each other Obligor shall not accept or receive, any
Subordinated Debt Payment.


 


SECTION 5.  Subordination of Remedies.  As long as any Senior Debt shall remain
outstanding and unpaid, following the occurrence and during the continuance of
any Event of Default, each Obligor shall not, without the prior written consent
of Agent:


 


(a)                                  accelerate,
make demand, or otherwise make due and payable prior to the original due date
thereof any Subordinated Debt or bring suit or institute any other actions or
proceedings to enforce its rights or interests in respect of the obligations of
any other Obligor owing to such Obligor;


 


(b)                                 exercise
any rights under or with respect to guaranties of the Subordinated Debt, if
any;


 


(c)                                  exercise
any rights to set-offs and counterclaims in respect of any indebtedness,
liabilities, or obligations of such Obligor to any other Obligor against any of
the Subordinated Debt; or


 


(d)                                 commence,
or cause to be commenced, or join with any creditor other than the Lender Group
and the Bank Product Providers, or Agent on behalf thereof, in commencing, any
bankruptcy, insolvency, or receivership proceeding against any other Obligor.


 


SECTION 6.  Payment Over to Agent.  In the event that, notwithstanding the
provisions of Sections 3, 4, and 5, any Subordinated Debt Payments shall be
received in contravention of Section


 


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3, 4, or 5 by any Obligor before all Senior Debt is paid, in full, such
Subordinated Debt Payments shall be held in trust for the benefit of the Lender
Group and the Bank Product Providers and shall be paid over or delivered to
Agent for the benefit of the Lender Group and the Bank Product Providers for
application to the payment, in full, of all Senior Debt remaining unpaid to the
extent necessary to give effect to such Sections 3, 4, and 5, after giving
effect to any concurrent payments or distributions to the Lender Group and the
Bank Product Providers in respect of the Senior Debt.


 


SECTION 7.  Authorization to Agent.  If, while any Subordinated Debt is
outstanding, any Insolvency Event shall occur and be continuing with respect to
any other Obligor or its property:  (i)
Agent, on behalf of the Lender Group and the Bank Product Providers, hereby is
irrevocably authorized and empowered (in the name of each Obligor or
otherwise), but shall have no obligation, to demand, sue for, collect, and
receive every payment or distribution in respect of the Subordinated Debt and
give acquittance therefor and to file claims and proofs of claim and take such
other action (including voting the Subordinated Debt) as it may deem necessary
in its Permitted Discretion or advisable for the exercise or enforcement of any
of the rights or interests of the Lender Group and the Bank Product Providers;
and (ii) each Obligor shall promptly take such action as Agent may reasonably
request (A) to collect the Subordinated Debt for the account of the Lender
Group and the Bank Product Providers and to file appropriate claims or proofs of
claim in respect of the Subordinated Debt, (B) to execute and deliver to Agent
such powers of attorney, assignments, and other instruments as it may
reasonably request to enable it to enforce any and all claims with respect to
the Subordinated Debt, and (C) to collect and receive any and all Subordinated
Debt Payments.


 


SECTION 8.  Certain Agreements of Each Obligor.


 


(a)                                  No
Benefits.  Each Obligor understands
that there may be various agreements between the Lender Group and the Bank
Product Providers and any other Obligor evidencing and governing the Senior
Debt, and each Obligor acknowledges and agrees that such agreements are not
intended to confer any benefits on such Obligor and that no member of the
Lender Group and no Bank Product Provider shall have any obligation to such
Obligor or any other Person to exercise any rights, enforce any remedies, or
take any actions which may be available to them under such agreements.


 


(b)                                 No
Interference.  Each Obligor
acknowledges that each other Obligor has granted to Agent for the benefit of
the Lender Group and the Bank Product Providers security interests in all of
such other Obligor’s assets, and agrees not to interfere with or in any manner
oppose a disposition of any Collateral by the Lender Group and the Bank Product
Providers, or Agent on behalf thereof, in accordance with applicable law and as
set forth in the Loan Agreement and the other Loan Documents.


 


(c)                                  Reliance
by the Lender Group.  Each Obligor
acknowledges and agrees that the Lender Group and the Bank Product Providers
will have relied upon and will continue to rely upon the subordination
provisions provided for herein and the other provisions hereof in entering into
the Loan Documents and making or issuing the Advances, the Letters of Credit,
or other financial accommodations thereunder.


 


(d)                                 Waivers.  Except as provided under the Loan Agreement
and the other Loan Documents, each Obligor hereby waives any and all notice of
the incurrence of the Senior Debt or any part thereof and any right to require
marshaling of assets.


 


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(e)                                  Obligations
of Each Obligor Not Affected.  Each
Obligor hereby agrees that at any time and from time to time, without notice to
or the consent of such Obligor, without incurring responsibility to such
Obligor, and without impairing or releasing the subordination provided for
herein or otherwise impairing the rights of the Lender Group or the Bank
Product Providers hereunder: (i) the time for any other Obligor’s performance of
or compliance with any of its agreements contained in the Loan Documents may be
extended or such performance or compliance may be waived by the Lender Group or
Agent on behalf thereof; (ii) the agreements of any other Obligor with respect
to the Loan Documents may from time to time be modified by such other Obligor
and the Lender Group or Agent on behalf thereof for the purpose of adding any
requirements thereto or changing in any manner the rights and obligations of
such other Obligor or the Lender Group thereunder; (iii) the manner, place, or
terms for payment of Senior Debt or any portion thereof may be altered or the
terms for payment extended, or the Senior Debt may be renewed in whole or in
part; (iv) the maturity of the Senior Debt may be accelerated in accordance
with the terms of any present or future agreement by any other Obligor and the
Lender Group or Agent on behalf thereof; (v) any Collateral may be sold,
exchanged, released, or substituted and any Lien in favor of Agent for the
benefit of the Lender Group and the Bank Product Providers may be terminated,
subordinated, or fail to be perfected or become unperfected; (vi) any Person
liable in any manner for Senior Debt may be discharged, released, or
substituted; and (vii) all other rights against the other Obligor, any other
Person, or with respect to any Collateral may be exercised (or the Lender Group
or Agent on behalf thereof may waive or refrain from exercising such rights).


 


(f)                                    Rights
of the Lender Group Not to Be Impaired. 
No right of the Lender Group, the Bank Product Providers, or Agent on
behalf thereof to enforce the subordination provided for herein or to exercise
its other rights hereunder shall at any time in any way be prejudiced or
impaired by any act or failure to act by any other Obligor, the Lender Group,
the Bank Product Providers, or Agent hereunder or under or in connection with
the other Loan Documents or by any noncompliance by the other Obligor with the
terms and provisions and covenants herein or in any other Loan Document,
regardless of any knowledge thereof the Lender Group, the Bank Product
Providers, or Agent on behalf thereof may have or otherwise be charged with.


 


(g)                                 Financial
Condition of the Obligors.  Except
as otherwise provided under the Loan Agreement or any Loan Document, each
Obligor shall not have any right to require the Lender Group to obtain or
disclose any information with respect to: 
(i) the financial condition or character of any other Obligor or the
ability of the other Obligor to pay and perform Senior Debt; (ii) the Senior
Debt; (iii) the Collateral or other security for any or all of the Senior Debt;
(iv) the existence or nonexistence of any guarantees of, or any other
subordination agreements with respect to, all or any part of the Senior Debt; (v)
any action or inaction on the part of the Lender Group or any other Person; or
(vi) any other matter, fact, or occurrence whatsoever.


 


(h)                                 Acquisition
of Liens or Guaranties.  Except as
permitted under the Loan Agreement, each Obligor shall not, without the prior
consent of Agent, acquire any right or interest in or to any assets of any
other Obligor or accept any guaranties from any other Obligor or from any other
Subsidiary of Borrowers for the Subordinated Debt.


 


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SECTION 9.  Subrogation.


 


(a)                                  Subrogation.  Until the payment and performance in full of
all Senior Debt, no Obligor shall have, and no Obligor shall directly or
indirectly exercise, any rights that it may acquire by way of subrogation under
this Agreement, by any payment or distribution to the Lender Group hereunder or
otherwise.  Upon the payment and
performance in full of all Senior Debt, each Obligor shall be subrogated to the
rights of the Lender Group to receive payments or distributions applicable to
the Senior Debt until the Subordinated Debt shall be paid in full.  For the purposes of the foregoing
subrogation, no payments or distributions to the Lender Group of any cash,
property, or securities to which any Obligor would be entitled except for the
provisions of Section 3, 4, or 5 shall, as among such Obligor, its creditors
(other than the Lender Group), and the other Obligor, be deemed to be a payment
by the other Obligors to or on account of the Senior Debt.


 


(b)                                 Payments
Over to the Obligors.  If any
payment or distribution to which any Obligor would otherwise have been entitled
but for the provisions of Section 3, 4, or 5 shall have been applied pursuant
to the provisions of Section 3, 4, or 5 to the payment of all amounts payable
under the Senior Debt, such Obligor shall be entitled to receive from the
Lender Group any payments or distributions received by the Lender Group in
excess of the amount sufficient to pay in full all amounts payable under or in
respect of the Senior Debt.  If any such
excess payment is made to the Lender Group, the Lender Group shall promptly
remit such excess to such Obligor and until so remitted shall hold such excess
payment in trust for the benefit of such Obligor.


 


SECTION 10.  Continuing Agreement; Reinstatement.


 


(a)                                  Continuing
Agreement.  This Agreement is a
continuing agreement of subordination and shall continue in effect and be
binding upon each Obligor until payment and performance in full of the Senior
Debt (or the collateralization thereof in a manner reasonably satisfactory to
Agent).  The subordinations, agreements,
and priorities set forth herein shall remain in full force and effect
regardless of whether any party hereto in the future seeks to rescind, amend,
terminate, or reform, by litigation or otherwise, its respective agreements
with the other Obligor.


 


(b)                                 Reinstatement.  This Agreement shall continue to be
effective or shall be reinstated, as the case may be, if, for any reason, any
payment of the Senior Debt by or on behalf of any other Obligor shall be
rescinded or must otherwise be restored by the Lender Group, whether as a
result of an Insolvency Event or otherwise.


 


SECTION 11.  Transfer of Subordinated Debt.  No Obligor may assign or transfer its rights
and obligations in respect of the Subordinated Debt without the prior written
consent of Agent, and any such transferee or assignee, as a condition to
acquiring an interest in the Subordinated Debt shall agree to be bound hereby,
in form reasonably satisfactory to Agent.


 


SECTION 12.  Obligations of the Obligors Not Affected.  The provisions of this Agreement are
intended solely for the purpose of defining the relative rights of each Obligor
against the other Obligors, on the one hand, and of the Lender Group against
the Obligors, on the other hand. 
Nothing contained in this Agreement shall (i) impair, as between each
Obligor and the other Obligors, the obligation of the other Obligors to pay
their respective obligations with respect to the Subordinated Debt as and when
the same shall become due and payable, or (ii) otherwise affect the relative
rights of each Obligor against the other Obligors, on the one hand, and of the
creditors (other than the Lender Group) of the other Obligors against the other
Obligors, on the other hand.


 


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SECTION 13.  Endorsement of Obligor Documents; Further
Assurances and Additional Acts.


 


(a)                                  Endorsement
of Obligor Documents.  At the
request of Agent, all documents and instruments evidencing any of the Subordinated
Debt, if any, shall be endorsed with a legend noting that such documents and
instruments are subject to this Agreement, and each Obligor shall promptly
deliver to Agent evidence of the same.


 


(b)                                 Further
Assurances and Additional Acts. 
Each Obligor shall execute, acknowledge, deliver, file, notarize, and
register at its own expense all such further agreements, instruments,
certificates, financing statements, documents, and assurances, and perform such
acts as Agent shall reasonably deem necessary or appropriate to effectuate the
purposes of this Agreement, and promptly provide Agent with evidence of the
foregoing in form and substance reasonably satisfactory to Agent.


 


SECTION 14.  Notices.  All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including by facsimile
transmission) and shall be mailed, sent, or delivered in accordance with the
notice provisions contained in the Loan Agreement and to each Obligor in care
of the Borrowers.


 


SECTION 15.  No Waiver; Cumulative Remedies.  No failure on the part of the Lender Group
or Agent on behalf thereof to exercise, and no delay in exercising, any right,
remedy, power, or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, remedy, power, or
privilege preclude any other or further exercise thereof or the exercise of any
other right, remedy, power, or privilege. 
The rights and remedies under this Agreement are cumulative and not
exclusive of any rights, remedies, powers, and privileges that may otherwise be
available to the Lender Group, whether under any other Loan Document, or under
applicable law.


 


SECTION 16.  Costs and Expenses.  Each of the Obligors, jointly and severally,
agrees to pay to Agent, for the account of the Lender Group, on demand, the
Lender Group Expenses.


 


SECTION 17.  Survival.  All covenants, agreements, representations and warranties made in
this Agreement shall, except to the extent otherwise provided herein, survive
the execution and delivery of this Agreement, and shall continue in full force
and effect so long as any Senior Debt remains unpaid.  Without limiting the generality of the foregoing, the obligations
of each Obligor under Section 16 shall survive the satisfaction of the Senior
Debt.


 


SECTION 18.  Benefits of Agreement.  This Agreement is entered into for the sole
protection and benefit of the parties hereto and their successors and assigns,
and no other Person shall be a direct or indirect beneficiary of, or shall have
any direct or indirect cause of action or claim in connection with, this
Agreement.


 


SECTION 19.  Binding Effect.  This Agreement shall be binding upon, inure
to the benefit of and be enforceable by each Obligor and the Lender Group and their
respective successors and permitted assigns.


 


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SECTION 20.  CHOICE OF LAW AND VENUE; JURY TRIAL
WAIVER.


 


THE VALIDITY OF THIS
AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF
THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED
HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA.


 


THE PARTIES AGREE THAT
ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND.  EACH
OBLIGOR AND THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM  NON  CONVENIENS
OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
WITH THIS SECTION 20.


 


EACH OBLIGOR AND AGENT ON
BEHALF OF THE LENDER GROUP HEREBY WAIVE THEIR 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 TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS.  EACH OBLIGOR AND AGENT ON
BEHALF OF THE LENDER GROUP REPRESENT THAT EACH SUCH PARTY HAS REVIEWED THIS
WAIVER AND EACH SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


SECTION 21.  Entire Agreement; Amendments and Waivers.


 


(a)                                  Entire
Agreement.  This Agreement
constitutes the entire agreement of each of the Obligors and the Lender Group
with respect to the matters set forth herein and supersedes any prior
agreements, commitments, drafts, communications, discussions, and
understandings, oral or written, with respect thereto.


 


(b)                                 Amendments
and Waivers.  No amendment to any
provision of this Agreement shall in any event be effective unless the same
shall be in writing and signed by each of the Obligors and Agent; and no waiver
of any provision of this Agreement, or consent to any departure by any Obligor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Agent.  Any such
amendment, waiver, or consent shall be effective only in the specific instance
and for the specific purpose for which given.


 


SECTION 22.  Conflicts.  In case of any conflict or inconsistency between any terms of
this Agreement, on the one hand, and any documents or instruments in respect of
the Subordinated Debt, on the other hand, then the terms of this Agreement
shall control.


 


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SECTION 23.  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under all applicable laws and regulations. 
If, however, any provision of this Agreement shall be prohibited by or
invalid under any such law or regulation in any jurisdiction, it shall, as to
such jurisdiction, be deemed modified to conform to the minimum requirements of
such law or regulation, or, if for any reason it is not deemed so modified, it
shall be ineffective and invalid only to the extent of such prohibition or
invalidity without affecting the remaining provisions of this Agreement or the
validity or effectiveness of such provision in any other jurisdiction.


 


SECTION 24.  Interpretation.  This Agreement is the result of negotiations
between, and have been reviewed by the respective counsel to, the Obligors and
the several members of the Lender Group and is the product of all parties
hereto.  Accordingly, this Agreement
shall not be construed against the Lender Group merely because of the Lender
Group’s involvement in the preparation hereof.


 


SECTION 25.  Counterparts; Telefacsimile Execution.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of this
Agreement by telefacsimile shall be equally effective as delivery of an
original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by
telefacsimile also shall deliver an original executed counterpart of this
Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.


 


SECTION 26.  Termination of Agreement.  Upon payment and performance in full of the
Senior Debt, including the cash collateralization, expiration, or cancellation
of all Senior Debt, if any, consisting of letters of credit, and the full and
final termination of any commitment to extend any financial accommodations
under the Loan Agreement, this Agreement shall terminate and Agent on behalf of
the Lender Group shall promptly execute and deliver to each Obligor such
documents and instruments as shall be reasonably requested or necessary to
evidence such termination; provided, however, that the obligations of each
Obligor under Section 16 shall survive such termination.


 


SECTION 27.  Integration.  This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the
subject matter contemplated hereby and shall not be contradicted or qualified
by any other agreement, oral or written, before the date hereof.


 


[Signature page
follows.]


 


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IN WITNESS WHEREOF, each
of the undersigned has executed and delivered this Agreement as of the date first
written above. 


 


	
   

  	
  POSTER
  FINANCIAL GROUP, INC.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy N. Poster

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  
	
   

  
	
   

  
	
   

  	
  GNL,
  CORP., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy N. Poster

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  
	
   

  
	
   

  
	
   

  	
  GNLV,
  CORP., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy N. Poster

  
	
   

  	
  Name:

  	
  Timothy N. Poster

  
	
   

  	
  Title:

  	
  Chairman of the Board
  & CEO

  
	
   

  
	
   

  
	
   

  	
  GOLDEN
  NUGGET EXPERIENCE, LLC, 

  a Nevada limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GNLV, CORP.,

  
	
   

  	
   

  	
  as Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joanne M. Beckett

  
	
   

  	
  Name:

  	
  Joanne M. Beckett

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]


 


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  WELLS FARGO FOOTHILL, INC.

  a California corporation, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rhonda Noell

  
	
   

  	
  Name:

  	
  Rhonda Noell

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


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