Exhibit 10.6




EXECUTION VERSION





 


INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT


 


 


among


 


 


WELLS
FARGO FOOTHILL, INC.,


as
Agent,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as
Collateral Agent,


 


POSTER
FINANCIAL GROUP, INC.


and
certain of its SUBSIDIARIES,


as
Borrowers and Guarantors


 


Dated
as of January 23, 2004




 





 

















 


INTERCREDITOR
AND LIEN SUBORDINATION AGREEMENT


 


THIS INTERCREDITOR AND LIEN
SUBORDINATION AGREEMENT dated as of January 23, 2004 (this “Agreement”)
is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the
arranger, administrative agent, and documentation agent (in such capacity,
together with it successors and assigns (if any) in such capacity, the “Original
Agent”) under and pursuant to the Loan Agreement (as hereinafter defined),
WELLS FARGO BANK, NATIONAL ASSOCIATION, solely in its capacity as collateral
agent (in such capacity, together with its successors and assigns (if any) in
such capacity, the “Original Collateral Agent”) under the Noteholder
Documents (as hereinafter defined), POSTER FINANCIAL GROUP, INC., a Nevada
corporation (the “Parent”), and those certain subsidiaries of the Parent
party hereto (the “Subsidiaries” and, together with the Parent, each,
individually, a “Credit Party”, and collectively, the “Credit Parties”).


 


RECITALS


 


A.            The Parent, the Subsidiaries, and HSBC BANK USA, in its
capacity as Trustee (in such capacity, together with its successors and assigns
(if any) in such capacity, the “Trustee”), have entered into an
Indenture, dated as of December 3, 2003 (as amended, restated, supplemented or
otherwise modified from time to time in conformance with the provisions of this
Agreement and such Indenture, the “Indenture”), pursuant to which the
Parent incurred indebtedness for certain notes (such notes, together with all
other notes issued after the date hereof and exchange notes issued in exchange
therefor, the “Notes”) in an aggregate principal amount at maturity of
$155,000,000.  The Credit Parties  and the Original Collateral Agent have
entered into those certain security agreements, pledge agreements, cash
management agreements, collateral access agreements, control agreements,
trademark security agreements, copyright security agreements, and mortgages (as
amended, restated, supplemented or otherwise modified from time to time in
conformance with the provisions of this Agreement and such documents, the “Indenture
Security Documents”, and together with the Indenture, the “Noteholder
Documents”).  The repayment in full
of the Obligations (as that term is defined in the Indenture) relating to the
Notes and the Guarantees (as that term is defined in the Indenture) is secured
by second priority security interests in and liens on the Collateral (as
defined below) pursuant to the Indenture Security Documents.


 


B.            The
Parent, GNL, CORP., and GNLV, CORP., as borrowers, the Original Agent, and the
lenders from time to time party thereto (the “Original Lenders”) have
entered into a Loan and Security Agreement dated as of January 23, 2004 (the “Original
Loan Agreement”); and the Credit Parties and the Original Agent have
entered into those certain guarantees, guarantor security agreements, guarantor
pledge agreements, borrower pledge agreements, cash management agreements,
control agreements, trademark security agreements, collateral access
agreements, copyright security agreements, intercompany subordination
agreements, and mortgages (as amended,


 

















 


restated, supplemented or
otherwise modified from time to time in conformance with the provisions of this
Agreement and such Original Loan Agreement, the “Security Documents”,
and together with the Original Loan Agreement, the “Original Loan Documents”)
pursuant to which the Original Agent and the Original Lenders agreed, upon the
terms and conditions stated therein, to make loans and advances to and to issue
letters of credit for the account of the Credit Parties up to the principal
amount of $35,000,000, together with the fees, interest, expenses and other
obligations due under the Original Loan Agreement.  The repayment of the Obligations (as that term is defined in the
Original Loan Agreement) is secured by first priority security interests in and
liens on the Collateral (as defined below) pursuant to the Security Documents.


 


C.            One of the conditions of the Original Loan Agreement is
that the priority of the security interests in and liens on the Collateral to
secure the Loan Agreement Secured Obligations (as defined below) be senior to
the security interests in and liens on the Collateral (as defined below) to
secure the Indenture Secured Obligations (as defined below), in the manner and
to the extent provided in this Agreement.


 


D.            The Original Agent, for and on behalf of itself and the
Original Lenders, and the Original Collateral Agent, for and on behalf of
itself, the Trustee and the Noteholders (as defined below) desire to enter into
this Agreement concerning the respective rights of the Agent (as defined below)
and the Collateral Agent (as defined below) with respect to the priority of
their respective security interests in and liens on the Collateral.


 


E.             The terms of the (i) Indenture permit the Parent and the
other Credit Parties to enter into the Original Loan Documents and (ii)
Original Loan Agreement permit the Parent and the other Credit Parties to enter
into the Noteholder Documents, subject to compliance with certain conditions,
and in connection therewith authorize and direct the Collateral Agent and the
Agent to enter into a subordination agreement substantially in the form of this
Agreement.


 


F.             In order to induce the Original Agent and the Original
Lenders to extend credit to the Credit Parties and the Noteholders to purchase
the Notes and for purposes of certain conditions precedent and covenants of the
Original Loan Agreement and the Noteholder Documents, the Agent and the
Collateral Agent hereby agree as follows:


 


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ARTICLE
I.


 


DEFINITIONS


 


Section 1.01           Terms Defined Above and in the
Recitals.  As used in this
Agreement, the following terms shall have the respective meanings indicated in
the opening paragraph hereof and in the above Recitals:


 


“Agreement”


“Credit Parties”


“Indenture”


“Indenture Security
Documents”


“Noteholder Documents”


“Notes”


“Original Agent”


“Original Collateral Agent”


“Original Lenders”


“Original Loan Agreement”


“Original Loan Documents”


“Parent”


“Security Documents”


“Subsidiaries”


“Trustee”


 


Section 1.02           [Intentionally Omitted.]


 


Section 1.03           Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:


 


“Advances” means the
principal amount outstanding from time to time of all revolving loans made
under any Loan Agreement.


 


“Affiliate” means, as
applied to any Person, any other Person who, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control
with, such Person.  For purposes of this
definition, “control” means the possession, directly or indirectly through one
or more intermediaries, of the power to direct the management and policies of a
Person, whether through the ownership of Equity Interests, by contract, or
otherwise; provided, however, that (a) any Person which owns
directly or indirectly 10% or more of the Equity Interests having ordinary
voting power for the election of directors or other members of the governing
body of a Person or 10% or more of the partnership or other ownership interests
of a Person (other than as a limited partner of such Person) shall be deemed an
Affiliate of such Person, (b) each director (or comparable manager) of a Person
shall be deemed to be an Affiliate of such Person, and (c) each partnership or
joint venture in which a Person is a partner or joint venturer shall be deemed
an Affiliate of such Person.


 


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“Agent” means the
Original Agent, together with its successors, assigns, transferees, and any
Person that has a similar title (such as “Agent” or “Administrative Agent”)
under any Loan Agreement; provided, that for purposes of this Agreement,
the Collateral Agent shall be entitled to deal only with the Original Agent
until such time as the Original Agent shall have assigned to another Agent all
of its rights and obligations hereunder to such other Agent pursuant to an
assignment, notice of which has been provided by the Original Agent to the
Collateral Agent and until receipt thereof, the Collateral Agent shall not be
liable for any such dealings (including the turning over of any Collateral or
proceeds thereof to the Original Agent at a time when any other Agent and not
the Original Agent was entitled thereto).


 


“Bankruptcy Code”
means title 11 of the United States Code, as in effect from time to time.


 


“Capital
Lease” means a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.


 


“Capital Stock” means
(a) in the case of a corporation, corporate stock, (b) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, (c) in the
case of a partnership or limited liability company, partnership or membership
interests (whether general or limited), and (d) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of property of, the issuing Person.


 


“Cash Collateral”
means any Collateral consisting of cash or cash equivalents, any security
entitlement (as defined in the New York Commercial Code) and any financial
assets (as defined in the New York Commercial Code).


 


“Collateral” means
all of each Credit Party’s right, title and interest in, to, and under all real
and personal property and assets of the Credit Parties, including without
limitation, all “Collateral” as defined in the Loan Documents or the Indenture
Collateral Documents.


 


“Collateral Agent”
means the Original Collateral Agent, together with its successors, assigns,
transferees, and any Person that has a similar title (such as “Agent” or
“Collateral Agent”) under any Noteholder Document; provided, that for
purposes of this Agreement, the Agent shall be entitled to deal only with the
Original Collateral Agent until such time as the Original Collateral Agent
shall have assigned to another Collateral Agent all of its rights and
obligations hereunder pursuant to an assignment, notice of which has been
provided by the Original Collateral Agent to the Agent and until receipt
thereof, the Agent shall not be liable for any such dealings (including the
turning over of any Collateral or proceeds thereof to the Original Collateral
Agent at a time when any other Collateral Agent and not the Original Collateral
Agent was entitled thereto).


 


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“Collateral Agent
Standstill Notice” means a written notice from or on behalf of the Agent to
the Collateral Agent stating that an Event of Default has occurred and is
continuing and stating that such written notice is a “Collateral Agent
Standstill Notice”.


 


“Collateral Agent
Standstill Period” has the meaning set forth in Section 2.03.


 


“Control Collateral”
means any Collateral consisting of a certificated security (as defined in the
New York Commercial Code), investment property (as defined in the New York
Commercial Code), a deposit account (as defined in the New York Commercial
Code) and any other Collateral as to which a Lien may be perfected through  possession or control by the secured party
or any agent therefor.


 


“DIP Financing” has
the meaning set forth in Section 6.01.


 


“Discharge of the Loan
Agreement Secured Obligations” means payment in full in cash of the Loan
Agreement Secured Obligations (other than Loan Agreement Secured Obligations
consisting of contingent indemnification obligations under the Lender Loan
Documents)  up to (but not in excess of)
the Maximum Lender Priority Debt Amount including, with respect to amounts
available to be drawn under outstanding letters of credit issued thereunder (or
indemnities issued pursuant thereto in respect of outstanding letters of
credit), delivery of cash collateral or backstop letters of credit in respect
thereof in compliance with the terms of the Loan Agreement, in each case, after
or concurrently with termination of all commitments to extend credit
thereunder.


 


“Equity Interests”
means (i) all shares, units, options, rights, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company, or equivalent entity,
whether voting or nonvoting, including general partner partnership interests,
limited partner partnership interests, common stock, preferred stock, or any
other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the SEC under the Exchange Act),
including, without limitation all Capital Stock and (ii) all proceeds,
including, without limitation, all proceeds received or receivable by a Credit
Party, in cash, Capital Stock or otherwise, from any recapitalization,
reclassification, merger, dissolution, liquidation or other termination of the
existence of a Credit Party.


 


“Event of Default”
has the meaning set forth in Section 8 of the Loan Agreement.


 


“FSELLC” means The
Fremont Street Experience Limited Liability Company, a Nevada limited liability
company.


 


“GNELLC” means Golden
Nugget Experience, LLC, a Nevada limited liability company.


 


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“Governmental Authority”
means any nation, sovereign or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government,
including any central bank.


 


“Guarantors” means “Guarantors”
as defined in the Indenture and the Loan Agreement.


 


“Hedge Agreement” means
any and all agreements or documents now existing or hereafter entered into by
any Credit Party that provide for an interest rate, credit, commodity or equity
swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option
with respect to, these or similar transactions, for the purpose of hedging any
Credit Party’s exposure to fluctuations in interest or exchange rates, loan,
credit exchange, security or currency valuations or commodity prices.


 


“Indebtedness” means,
without duplication, (a) all obligations for borrowed money, (b) all
obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit,
bankers acceptances, interest rate swaps, or other financial products, (c) all
obligations as a lessee under Capital Leases, (d) all obligations or
liabilities of others secured by a Lien on any asset of a Person or its
subsidiaries, irrespective of whether such obligation or liability is assumed,
(e) all obligations to pay the deferred purchase price of assets (other than
trade payables incurred in the ordinary course of business and repayable in
accordance with customary trade practices), (f) all obligations owing under
Hedge Agreements, and (g) any obligation guaranteeing or intended to guarantee
(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or
sold with recourse) any obligation of any other Person that constitutes
Indebtedness under any of clauses (a) through (f) above.


 


“Indenture Collateral
Documents” means the Indenture Security Documents and any document or
instrument executed and delivered pursuant to any Noteholder Document at any
time or otherwise pursuant to which a Lien is granted by a Credit Party to
secure the Indenture Secured Obligations or under which rights or remedies with
respect to any such Lien are governed, as the same may be amended, renewed,
extended, supplemented or modified from time to time.


 


“Indenture Event of
Default” means an event of default under the Noteholder Documents.


 


“Indenture Secured
Obligations” means all Obligations and other liabilities (contingent or
otherwise) arising under or with respect to the Noteholder Documents or any of
them, including any and all amounts payable under or in respect of the
Noteholder Documents, as amended, restated, modified, renewed, refunded,
replaced, or refinanced in whole or in part from time to time, in accordance
with this Agreement


 


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including principal,
premium, interest accrued or accruing (or which would absent the commencement
of an Insolvency or Liquidation Proceeding accrue), fees, attorneys’ fees,
costs, charges, expenses, reimbursement obligations, any obligation to post
cash collateral in respect of letters of credit or indemnities in respect
thereof, indemnities, guarantees, and all other amounts payable thereunder or
in respect thereof (including, in each case, all amounts accruing on or after
the commencement of any Insolvency or Liquidation Proceeding relating to any
Credit Party or any other Person irrespective of whether a claim for all or any
portion of such amounts is allowable or allowed in any Insolvency or Liquidation
Proceeding).


 


“Insolvency or
Liquidation Proceeding” means (a) any voluntary or involuntary case or
proceeding under the Bankruptcy Code with respect to any Credit Party, (b) any
other voluntary or involuntary insolvency, reorganization or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding with respect to any Credit Party or with respect to any of
their respective assets, (c) any liquidation, dissolution, reorganization or
winding up of any Credit Party whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy or (d) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of any Credit
Party.


 


“Issuing Lender”
means Original Agent, Agent or any other Lender that, at the request of any of
the Credit Parties and with the consent of Agent (which consent will not be
unreasonably withheld or delayed), agrees, in such Lender’s sole discretion, to
become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings.


 


“L/C” means the
agreement by Issuing Lender, subject to the terms and conditions of the Loan
Agreement, to issue letters of credit for the account of Credit Parties.


 


“L/C Disbursement”
means a payment made by the Issuing Lender pursuant to a Letter of Credit.


 


“L/C Undertaking”
means the agreement of the Issuing Lender, subject to the terms and conditions
of the Loan Agreement, to purchase participations or execute indemnities or
reimbursement obligations, with respect to letters of credit issued by an
Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is
to be Original Agent) for the account of any of the Credit Parties.


 


“Letter of Credit”
means an L/C or an L/C Undertaking, as the context requires.


 


“Lender Loan Documents”
means the Loan Agreement, the Security Documents, the “Loan Documents” as
defined in the Original Loan Agreement, the collateral documents and
instruments executed and delivered in connection therewith or


 


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in connection with any other
Loan Agreement hereunder, and such other agreements, instruments and
certificates as defined in a Loan Agreement.


 


“Lenders” means the
Original Lenders, together with all successors, assigns, transferees,
participants, or replacement or refinancing lenders of the Original Lenders,
including any Person designated as an Original Lender under any Loan Agreement.


 


“Lien” means any
interest in an asset securing an obligation owed to, or a claim by, any Person
other than the owner of the asset, irrespective of whether (a) such interest is
based on the common law, statute, or contract, (b) such interest is recorded or
perfected, and (c) such interest is contingent upon the occurrence of some future
event or events or the existence of some future circumstance or
circumstances.  Without limiting the
generality of the foregoing, the term “Lien” includes the lien or security
interest arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation,
assignment, deposit arrangement, security agreement or other preferential
arrangement whatsoever, including, without limitation, any right of setoff, any
conditional sale or trust receipt, or from a lease or any financing lease
having substantially the same economic effect as any of the foregoing,
consignment, or bailment for security purposes and also includes reservations,
exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases, and other title exceptions and encumbrances affecting
Real Property.


 


“Lien Priority” means
with respect to any Lien of the Agent (or any Lender) or the Collateral Agent
in the Collateral, the order of priority of such Lien as specified in Section
2.01.


 


“Loan Agreement”
means the Original Loan Agreement as amended, restated, modified, renewed,
refunded, replaced, or refinanced in whole or in part from time to time,
including any agreement extending the maturity of, consolidating, otherwise
restructuring (including adding Subsidiaries or affiliates of the Parent or any
other Persons as parties thereto) or refinancing all or any portion of the
Obligations or Commitments as those terms are defined in the Original Loan
Agreement (or in any other agreement that itself is a Loan Agreement hereunder)
and whether by the same or any other agent, lender, or group of lenders and
whether or not increasing the amount of indebtedness that may be incurred
thereunder.


 


“Loan Agreement Secured
Obligations” means all Obligations and all liabilities (contingent or
otherwise) under the terms of a Loan Agreement and the other Lender Loan
Documents, including any and all amounts payable under or in respect of the
Lender Loan Documents, as amended, restated, modified, renewed, refunded,
replaced, or refinanced in whole or in part from time to time in accordance
with this Agreement, including principal, premium, interest accrued or accruing
(or which would absent the commencement of an Insolvency or Liquidation
Proceeding accrue), fees, attorneys’ fees, costs, charges, expenses,
reimbursement obligations, any obligation to


 


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post cash collateral in
respect of letters of credit or indemnities in respect thereof, indemnities,
guarantees, and all other amounts payable thereunder or in respect thereof
(including, in each case, all amounts accruing on or after the commencement of
any Insolvency or Liquidation Proceeding relating to any Credit Party or any
other Person irrespective of whether a claim for all or any portion of such
amounts is allowable or allowed in any Insolvency or Liquidation Proceeding).


 


“Loan Documents”
means the Lender Loan Documents and the Noteholder Documents.


 


 “Maximum Lender Priority Debt Amount” means, as of any date
of determination, (a) (i) the undrawn amount of all credit plus unreimbursed
drawings in respect thereof that are Loan Agreement Secured Obligations as of
such date up to, but not in excess of, plus (ii) the principal amount of
Advances or revolving loans under any Loan Agreement, plus (iii) the
principal amount of the Term Loan or term loans under any Loan Agreement as of
such date up to, provided that all amounts described in clauses (i),
(ii) and (iii) shall not at any time exceed $50,000,000, plus (b)
any premium, interest, fees, attorneys’ fees, costs, charges, expenses,
indemnities, and all other amounts payable under a Loan Agreement or other
Lender Loan Documents or in respect of the Loan Agreement Secured Obligations
(including, without duplication, all guaranties in respect thereof); and
including, for each amount specified in clauses (a), and (b) all amounts
accruing on or after the commencement of any Insolvency or Liquidation
Proceeding relating to any Credit Party or any other Person irrespective of
whether a claim for all or any portion of such amount is allowable or allowed
in any Insolvency or Liquidation Proceeding.


 


“New York Commercial Code”
means the Uniform Commercial Code, as in effect in the State of New York from
time to time.


 


“Noteholders” means
each of the holders of the Notes, together with all successors, assigns and
transferees.


 


“Noteholder Documents”
means the Indenture, the Notes, the other Indenture Collateral Documents, and
such other agreements, instruments and certificates executed and delivered
pursuant to any Indenture Collateral Document at any time or otherwise
evidencing any Indenture Secured Obligations, as the same may be amended,
renewed, extended, supplemented or modified from time to time.


 


“Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Party” means the
Agent and Collateral Agent.


 


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“Person” means any
natural person, corporation, limited liability company, limited partnership,
general partnership, limited liability partnership, joint venture, trust, land
trust, business trust, or other organization, irrespective of whether such
organization is a legal entity, and shall include a government and any agency
or political subdivision thereof.


 


“Proceeds” means (i)
all “proceeds” as defined in Article 9 of the New York Commercial Code with
respect to the Collateral, and (ii) whatever is recoverable or recovered when
Collateral is sold, exchanged, collected, or disposed of, whether voluntarily
or involuntarily.


 


“Real Property” means
any estates or interests in real property and the improvements thereto.


 


“Recovery” has the
meaning set forth in Section 5.03.


 


“Remedies Proceeds”
means Proceeds that arise from or in connection with any remedial action taken
by the Agent or the Collateral Agent with respect to enforcing their rights on
Collateral.


 


“Requirement of Law”
means, with respect to any Person, the common law and all federal, state, local
and foreign laws, rules and regulations, orders, judgments, decrees and other
determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.


 


“Term Loans” means
the principal amount outstanding from time to time of all term loans made under
any Loan Agreement.


 


“Underlying Issuer”
means a third Person which is the beneficiary of an L/C Undertaking and which
has issued a letter of credit at the request of the Issuing Lender for the
benefit of the Credit Parties.


 


Rules of Construction. 
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.  Article, section,
subsection, clause, schedule, and exhibit references herein are to this Agreement
unless otherwise specified.  Any reference
in this Agreement to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements,


 


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substitutions, joinders, and
supplements thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein to any Person shall be
construed to include such Person’s successors and assigns.


 


ARTICLE
II.


 


LIEN
PRIORITY


 


Section 2.01           Agreement to Subordinate.  Notwithstanding the date, time, method,
manner or order of grant, attachment, or perfection of any Liens granted to the
Collateral Agent, the Trustee, or the Noteholders in respect of all or any
portion of the Collateral or of any Liens granted to the Agent (or any Lender)
in respect of all or any portion of the Collateral, or the order or time of
filing or recordation of any document or instrument for perfecting the Liens in
favor of the Agent (or any Lender) or the Collateral Agent (or the Trustee or
any Noteholder) in any Collateral or any provision of the Uniform Commercial
Code, any other applicable law, the Lender Loan Documents, the Noteholder
Documents or any other circumstance whatsoever, each of the Agent, on behalf of
itself and the Lenders, and the Collateral Agent, on behalf of itself, the
Trustee and the Noteholders, hereby agrees that


 


(a)           any Lien in respect of all or any portion of the
Collateral now or hereafter held by or on behalf of the Collateral Agent, the
Trustee, or any Noteholder that secures all or any portion of the Indenture
Secured Obligations, shall in all respects be junior and subordinate  to all Liens granted to the Agent (or any
Lender) in the Collateral to secure all or any portion of the Loan Agreement
Secured Obligations up to (but not in excess of) the Maximum Lender Priority
Debt Amount; and


 


(b)           any Lien in respect of all or any portion of the
Collateral now or hereafter held by or on behalf of the Agent (or any Lender)
that secures all or any portion of the Loan Agreement Secured Obligations up to
(but not in excess of) the Maximum Lender Priority Debt Amount, shall in all
respects be senior and prior to all Liens granted to the Collateral Agent (or
the Trustee or any Noteholder) in the Collateral to secure all or any portion
of the Indenture Secured Obligations.


 


The Collateral Agent, for
and on behalf of itself, the Trustee and the Noteholders, acknowledges and
agrees that, concurrently herewith, the Agent, for and on behalf of itself and
the Lenders, has been granted Liens upon all of the Collateral in which the
Collateral Agent has been granted Liens and the Collateral Agent hereby
consents thereto.  The Agent, for and on
behalf of itself and the Lenders, acknowledges and agrees that the Collateral
Agent, for the benefit of itself, the Trustee, and the Noteholders, has been
granted Liens upon all of the Collateral in which the Agent has been granted
Liens (other than with respect to the Equity Interests of FSELLC owned by
GNELLC) and the Agent hereby consents thereto. 
The subordination of Liens in the Collateral (up to and not to exceed
the Maximum Lender Priority Debt Amount) by the Collateral Agent, on behalf of
itself, the Trustee, and the Noteholders, in favor of the


 


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Agent herein shall not be
deemed to subordinate the Collateral Agent’s Liens to the Liens of any other
Person.


 


Section 2.02           Waiver of Right to Contest Liens.  Prior to the Discharge of the Loan Agreement
Secured Obligations, the Collateral Agent agrees, on behalf of itself, the
Trustee and the Noteholders, that it and they shall not (and hereby waives, on
behalf of itself, the Trustee and the Noteholders, any right to) take any
action to contest or challenge (or assist or support any other Person in
contesting or challenging), directly or indirectly, whether or not in any
proceeding (including in any Insolvency or Liquidation Proceeding), the
validity, priority, enforceability, or perfection of the Liens of the Agent in
respect of the Collateral.  The
Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders,
agrees that none of the Collateral Agent, the Trustee, or the Noteholders will
take any action that would hinder any exercise of remedies undertaken by the
Agent or any Lender under the Lender Loan Documents in respect of the
Collateral, including any public or private sale, lease, exchange, transfer, or
other disposition of the Collateral, whether by foreclosure or otherwise (other
than as expressly permitted under Section 2.03 and Section 2.04(d)).  The Collateral Agent, for itself, the
Trustee, and on behalf of the Noteholders, hereby waives any and all rights it,
the Trustee, or the Noteholders may have as a junior lien creditor or otherwise
to contest, protest, object to, or interfere with the manner in which the Agent
or any Lender seeks to enforce the Liens in any portion of the Collateral
(other than as expressly permitted under Section 2.03 and Section
2.04(d)), and the parties hereto agree that the terms of this Agreement
shall govern with respect to the Collateral, even if any portion of the Liens
securing the Loan Agreement Secured Obligations are avoided, disallowed, set
aside, or otherwise invalidated in any judicial proceeding or otherwise.  The Agent, for and on behalf of itself and
the Lenders, agrees that it and they shall not (and hereby waives, on behalf of
itself and the Lenders, any right to) take any action to contest or challenge
(or assist or support any other Person in contesting or challenging), directly
or indirectly, whether or not in any proceeding (including in any Insolvency or
Liquidation Proceeding), the validity, priority, enforceability, or perfection
of the Liens of the Collateral Agent in respect of the Collateral.


 


Section 2.03           Collateral Agent Remedies
Standstill.  At any time after the
occurrence and during the continuation of an Event of Default under any of the
Lender Loan Documents, the Agent may send a Collateral Agent Standstill Notice
to the Collateral Agent.  The Agent will
endeavor to forward a copy of the Collateral Agent Standstill to Parent, but
the failure to do so shall not be a breach of this Agreement or cause such
Collateral Agent Standstill Notice to be ineffective.  The Collateral Agent, on behalf of itself, the Trustee, and the
Noteholders, agrees that from and after the date of its receipt of any Collateral
Agent Standstill Notice, none of the Collateral Agent, the Trustee, or any
Noteholder will exercise any of its rights or remedies in respect of the
collection on, set off against, marshalling of, or foreclosure on, the
Collateral or any other right relating to any Collateral (including the exercise
of any voting rights relating to any Capital Stock constituting Collateral)
under the Noteholder Documents, applicable law or


 


12

















 


otherwise as a secured
creditor other than as expressly permitted under this Section 2.03 or Section
2.04(d) and will not take or receive any Collateral in connection with the
exercise of any such right or remedy (including recoupment or set-off), whether
under the Noteholder Documents, applicable law, in an Insolvency or Liquidation
Proceeding or otherwise unless and until (a) the Agent, for and on behalf of
itself and the Lenders, has expressly waived or acknowledged the cure of the
applicable Event of Default in writing or the Discharge of the Loan Agreement
Secured Obligations shall have occurred, or (b) 120 days shall have elapsed
from the date of the Collateral Agent’s receipt of such Collateral Agent
Standstill Notice, except with respect to any Collateral as to which the Agent
is diligently exercising its rights or remedies as a secured creditor to effect
the collection, foreclosure, sale, or other realization upon or disposition of
such Collateral.  From and after the
earliest to occur of (i) the Collateral Agent’s receipt of such waiver or cure
notice, (ii) the date on which the Discharge of the Loan Agreement Secured
Obligations shall have occurred, or (iii) the elapsing of such 120th day
period, any of the Collateral Agent, the Trustee, or any Noteholder may
commence to exercise any of its rights and remedies as a secured creditor with
respect to the Collateral under the Noteholder Documents, applicable law or
otherwise (subject to the provisions of this Agreement, including Section
4.02 hereof and except with respect to any such Collateral as to which the
Agent is effecting the collection, foreclosure, sale or other realization upon
or disposition of or is otherwise exercising its secured creditor remedies
diligently and in good faith).  The
Agent may only send one Collateral Agent Standstill Notice in any consecutive
365-day period.  The time period during
which the Collateral Agent is not permitted to exercise rights or remedies
under this section is referred to herein as the “Collateral Agent Standstill
Period”.


 


Section 2.04           Exercise of Rights.


 


(a)           No Other Restrictions.  Except as expressly set forth in this Agreement, each of the
Collateral Agent, the Trustee, the Noteholders, the Agent, and the Lenders
shall have any and all rights and remedies it may have as a creditor under applicable
law, including the rights to exercise all rights and remedies in foreclosure or
otherwise with respect to any of the Collateral; provided, however,
that any such exercise by the Collateral Agent, the Trustee or the Noteholders
and any collection or sale of all or any portion of the Collateral by the
Collateral Agent, the Trustee or the Noteholders, shall be subject to the Liens
of the Agent on the Collateral to the extent provided in Section 2.01
and to the provisions of this Agreement including Section 4.02
hereof.  In exercising rights and
remedies with respect to the Collateral, the Agent and the Lenders may enforce
the provisions of the Lender Loan Documents and exercise remedies thereunder,
all in such order and in such manner as it may determine in the exercise of its
sole discretion.  Such exercise and
enforcement shall include the sale, lease, license, or other disposition of all
or any portion of the Collateral by private or public sale or any other means
permissible under applicable law (it being understood that any such action
shall in all respects comply with the terms of this Agreement and applicable
Requirements of Law); provided that the Agent agrees to provide copies
of


 


13

















 


any notices that it is
required to deliver under applicable law to be delivered to the Credit Parties
and to the Collateral Agent; provided, further that the failure
to provide any such copies to the Credit Parties and the Collateral Agent shall
not impair any of the Agent’s rights hereunder.


 


(b)           Collateral Agent’s Release of Liens.  In the event of any such private or public
sale of the Collateral, the Collateral Agent agrees, on behalf of itself, the
Trustee, and the Noteholders, that such sale will be free and clear of the
Liens securing the Indenture Secured Obligations and, if the sale or other
disposition includes the Equity Interests in any Credit Party, agrees to
release the entities whose Equity Interests are sold from the Indenture Secured
Obligations so long as the Agent also releases the entities whose Equity
Interests are sold from all Loan Agreement Secured Obligations.  In furtherance thereof, the Collateral Agent
agrees that it will execute any and all Lien releases or other documents
reasonably requested by the Agent with respect to the Collateral in connection
therewith, so long as the Proceeds from such sale or other disposition of the
Collateral are applied in accordance with the terms of this Agreement.  Following the Discharge of the Loan Agreement
Secured Obligations, (i) the Agent agrees that it will execute Lien releases or
other documents reasonably requested by the Collateral Agent to reflect the
termination of the Agent’s Lien in the Collateral, (ii) the Agent agrees to
cancel or revoke the power of attorney executed by Collateral Agent in favor of
Agent in connection with the deposit account control agreement among the
Parties, Credit Parties and Bank of America, N.A., and (iii) in the event that,
upon foreclosure or otherwise, the Agent becomes owner of or possesses any of the
Collateral, it shall assign to the Collateral Agent the rights of the Agent in
such Collateral and execute any and all releases or other documents that the
Collateral Agent may reasonably request, at the Parent’s expense to effectuate
and evidence such assignment.


 


(c)           No Waiver of Collateral Agent’s Rights.  Subject to Section 3.01, the
Collateral Agent, the Trustee and the Noteholders may exercise, and nothing
herein shall constitute a waiver of, any right they may have at law or equity
to receive notice of, or to commence or join with any creditor in commencing
any Insolvency or Liquidation Proceeding or to join or participate in, any
action or proceeding or other activity described in Section 3.01; provided,
however, that exercise of any such right by the Collateral Agent shall
be subject to all of the terms and conditions of this Agreement, including the
obligation to turn over Collateral and the Remedies Proceeds to the Agent for
application to the Loan Agreement Secured Obligations as provided in Section
4.02.


 


(d)           Collateral Agent’s Rights as an Unsecured Creditor.
The Collateral Agent (i) may make such demands or file such claims in respect
of the Indenture Secured Obligations as may be necessary to prevent the waiver
or bar of such claims under applicable statutes of limitations or other
statutes, court orders or rules of procedure, (ii) may in any Insolvency or
Liquidation Proceeding file a proof of claim or statement of interest with
respect to the Indenture Secured Obligations, (iii) may accelerate the
Indenture Secured Obligations pursuant to the terms and conditions of the
Noteholder


 


14

















 


Documents and this
Agreement, and (iv) shall have all rights and remedies it may have as an
unsecured creditor at law or in equity against any Credit Party; provided,
however, that (1) the Collateral Agent shall not take any actions
restricted by this Agreement in respect of the Collateral until the Discharge
of the Loan Agreement Secured Obligations shall have occurred, and (2) any
exercise by the Collateral Agent, the Trustee or the Noteholders of their
rights and remedies and any Remedies Proceeds as result of such actions shall
be subject to the Liens of the Agent and to the provisions of this Agreement,
including Section 4.02. 
Notwithstanding anything to the contrary in this Agreement or any
control agreement or any bailee agreement, so long as the Discharge of the Loan
Agreement Secured Obligations has not occurred Collateral Agent agrees on
behalf of itself, the Trustee and the Noteholders, that it will not issue any
instructions to any bank or securities intermediary regarding the disposition
of funds in any deposit account (as defined in the New York Commercial Code) or
the disposition of financial assets in any securities account (as defined in
the New York Commercial Code) or the disposition of any Capital Stock held by
any bailee without the prior written consent of the Agent.


 


(e)           Rights of Collateral Agent Following the Discharge of
the Loan Agreement Secured Obligations. 
Following the Discharge of the Loan Agreement Secured Obligations, the
other provisions of this Section 2.04 shall apply to the Collateral
Agent, for the benefit of itself, the Trustee and the Noteholders as if it was
the Agent and the Agent, for the benefit of itself and the Lenders, as if it
was the Collateral Agent, mutatis  mutandis.


 


ARTICLE
III.


 


ACTIONS
OF THE PARTIES


 


Section 3.01           Limitation on Certain Actions by
the Collateral Agent. 
Notwithstanding any other provision hereof, during any Collateral Agent
Standstill Period prior to the date that the Discharge of the Loan Agreement
Secured Obligations occurs, the Collateral Agent will not:


 


(a)           commence receivership or foreclosure proceedings against
any Credit Party in respect of any Collateral;


 


(b)           sell, collect, transfer or dispose of any Collateral or
Proceeds; or


 


(c)           notify third party account debtors to make payment in
respect of Collateral directly to it or any of its agents or other Persons
acting on its behalf.


 


Section 3.02           Agent for Perfection.  Each of the Agent, for and on behalf of
itself and the Lenders, and the Collateral Agent, for and on behalf of itself,
the Trustee, and each Noteholder, as applicable, agree to hold all Control
Collateral and Cash Collateral that is part of the Collateral in its respective
possession, custody, or control (or in the possession, custody, or control of
agents or bailees for either, as applicable) as agent for


 


15

















 


the other solely for the
purpose of perfecting the security interest granted to each in such Control
Collateral or Cash Collateral subject to the terms and conditions of this Section
3.02.  None of the Agent, the
Lenders, the Collateral Agent, the Trustee, or the Noteholders, as applicable,
shall have any obligation whatsoever to the others to assure that the Control
Collateral is genuine or owned by any Credit Party or any other Person or to
preserve rights or benefits of any Person. 
The duties or responsibilities of the Agent and the Collateral Agent
under this Section 3.02 are and shall be limited solely to holding or
maintaining control of the Control Collateral and the Cash Collateral as agent
for the other for purposes of perfecting the Lien held by the Collateral Agent
or the Agent, as applicable.  The Agent
is not and shall not be deemed to be a fiduciary of any kind for the Collateral
Agent, the Trustee, the Noteholders or any other Person.  The Collateral Agent is not and shall not be
deemed to be a fiduciary of any kind for the Agent, the Lenders or any other
Person.  In the event that any of the
Collateral Agent, the Trustee, or any Noteholder receives any Proceeds or
Collateral in contravention of the Lien Priority or this Agreement, it shall
promptly pay over such Proceeds or Collateral, as applicable, to the Agent in
the same form as received with any necessary endorsements, for application in
accordance with the provisions of Section 4.02 of this Agreement.


 


ARTICLE
IV.


 


NOTICES
AND APPLICATION OF PROCEEDS


 


Section 4.01           Notices of Exercise.  Concurrently with any exercise by the
Collateral Agent of any of its rights and remedies under the Noteholder
Documents following the occurrence of any Indenture Event of Default, the
Collateral Agent shall give notice of such exercise to the Agent and shall
exercise all rights or remedies under the Noteholder Documents consistent with
the terms of this Agreement. 
Concurrently with any exercise by the Agent of any of its rights and remedies
under the Lender Loan Documents following the occurrence of any Event of
Default, the Agent shall give notice of such exercise to the Collateral Agent
and shall only exercise such rights or remedies in a manner consistent with the
terms of this Agreement.


 


Section 4.02           Application of Proceeds.


 


(a)           Revolving Nature of Loan Agreement Secured Obligations.  As long as the Agent is not exercising any
of its remedies as a secured creditor under the Lender Loan Documents and
including during any Collateral Agent Standstill Period, the Agent may apply
any and all of the Proceeds in accordance with the provisions of the Lender
Loan Documents, subject to the provisions of this Agreement, including Sections
3.02 and 4.02 hereof.  The
Collateral Agent, for and on behalf of itself, the Trustee, and the Noteholders,
expressly acknowledges and agrees that (a) any such application of the Proceeds
shall not be considered to be the exercise of remedies under this Agreement;
and (b) all Proceeds received by the Agent in connection therewith may be
applied, reversed, reapplied, credited or reborrowed, in whole or in part, as
Loan


 


16

















 


Agreement Secured
Obligations without reducing the Maximum Lender Priority Debt Amount.


 


(b)           Turnover of Cash Collateral After Payment.  All Control Collateral shall be delivered to
the Agent or its designee and all Cash Collateral shall be under the control of
the Agent. Upon the Discharge of the Loan Agreement Secured Obligations, the
Agent shall deliver to the Collateral Agent or execute such documents as
Collateral Agent may reasonably request to cause the Collateral Agent to have
control over any Cash Collateral or Control Collateral still in Agent’s
possession, custody or control in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct, to
be applied by the Collateral Agent to the Indenture Secured Obligations.  The Remedies Proceeds from any exercise by
the Agent or the Collateral Agent, as applicable, of any of their respective
secured creditor rights or remedies under any of the Loan Documents, under
applicable law, or otherwise with respect to any Collateral or Proceeds, shall
be (a) until the Discharge of the Loan Agreement Secured Obligations, retained
by the Agent or promptly turned over by the Collateral Agent, the Trustee, or
any Noteholder, as the case may be, to the Agent in the same form as received,
with any necessary endorsements, (b) after the Discharge of the Loan Agreement
Secured Obligations and until all Indenture Secured Obligations have been paid
in full in cash, retained by the Collateral Agent or promptly turned over by
the Agent or any Lender, as the case may be, to the Collateral Agent in the
same form as received, with any necessary endorsements, and (c) if there are
any amounts still due or any obligations outstanding to the Agent under the
Lender Loan Documents in excess of the Maximum Lender Priority Debt Amount
after the payment in full in cash of all the obligations under the Indenture and
the termination of the Indenture Secured Obligations, shall be retained by the
Agent or promptly turned over by the Collateral Agent to the Agent in the same
form as received, with any necessary endorsements.


 


(c)           Termination of Security Interest.  Upon the Discharge of the Loan Agreement
Secured Obligations and payment in full of all Indenture Secured Obligations
and the cancellation or termination of the commitments and any other contingent
obligation included in the Loan Agreement Secured Obligations and the Indenture
Secured Obligations, as applicable, the security interest granted under the
Loan Documents shall terminate.  Upon
any such termination, the Agent, or the Collateral Agent, as the case may be,
shall, at Parent’s request and Parent’s sole expense, execute and deliver such
documents reasonably requested to release such Liens or necessary to evidence
such termination in form and substance satisfactory to Agent and Collateral
Agent, without recourse against, or representation or warranty of any kind made
by, Agent or Collateral Agent.


 


(d)           Application of Proceeds.  The Agent and the Collateral Agent hereby agree that  all Collateral and all Remedies Proceeds
received by either of them upon the exercise of any of their secured creditor
rights or remedies under any of the Loan Documents, applicable law, or
otherwise shall be applied,


 


17

















 


first, ratably to the payment in full in cash of
costs and expenses of the Agent, the Lenders, or of the Collateral Agent, the
Trustee, and the Noteholders, as applicable, in connection with such exercise,


 


second, to the payment of the Loan Agreement
Secured Obligations in full in cash up to (but not in excess of) the Maximum
Lender Priority Debt Amount,


 


third, to the payment in full in cash of all the
Indenture Secured Obligations,


 


fourth, solely in the event that all Obligations
under the Indenture have been paid in full in cash, to the payment of any Loan
Agreement Secured Obligations in full in cash in excess of the Maximum Lender
Priority Debt Amount, and


 


fifth, solely in the event that all Obligations
under the Indenture have been paid in full in cash, any remaining Remedies
Proceeds shall be payable to the Credit Parties.


 


In exercising remedies,
whether as a secured creditor or otherwise, the Agent shall have no obligation
or liability to the Collateral Agent, the Trustee, or to any Noteholder and the
Collateral Agent shall have no obligation or liability to the Agent or any
Lender regarding the adequacy of any Remedies Proceeds or for any action or
omission save and except solely an action or omission that breaches the express
obligations undertaken by each Party under the terms of this Agreement.


 


Section 4.03           Specific Performance.  Each of the Agent and the Collateral Agent
is hereby authorized to demand specific performance of this Agreement, whether
or not any Subsidiary or any Credit Party shall have complied with any of the
provisions of any of the Loan Documents, at any time when the other shall have
failed to comply with any of the provisions of this Agreement applicable to it;
provided, however, the remedy of specific performance shall not
be available, and the asserting party shall be free to assert any and all legal
defenses it may possess, if such remedy would result in, or otherwise
constitute, a violation of the Employee Retirement Income Security Act of 1974,
as amended.  Each of the Agent and the
Collateral Agent hereby irrevocably waives any defense based on the adequacy of
a remedy at law, which might be asserted as a bar to such remedy of specific
performance.


 


ARTICLE
V.


 


INTERCREDITOR
ACKNOWLEDGEMENTS AND WAIVERS


 


Section 5.01           Notice of Acceptance and Other
Waivers.  (a) All Loan Agreement
Secured Obligations at any time made or incurred by any Credit Party shall be
deemed to have been made or incurred in reliance upon this Agreement, and the
Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, hereby
waives (i) notice of acceptance,


 


18

















 


or proof of reliance, by the
Agent or any Lender of this Agreement, and (ii) notice of the existence,
renewal, extension, accrual, creation, or non-payment of all or any part of the
Loan Agreement Secured Obligations. 
None of the Agent, any Lender or any of their respective affiliates,
directors, officers, employees, or agents shall be liable for failure to
demand, collect, or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral or to take any other action whatsoever with regard to the Collateral
or any part thereof, except as specifically provided in this Agreement.  If the Agent or any Lender honors (or fails
to honor) a request by any Credit Party for an extension of credit pursuant to
the Loan Agreement or any of the Lender Loan Documents, whether the Agent or
any Lender has knowledge that the honoring of (or failure to honor) any such
request would constitute a default under the terms of the Indenture or any
Noteholder Document or an act, condition, or event that, with the giving of
notice or the passage of time, or both, would constitute such a default, or if
the Agent (or any Lender) otherwise should exercise any of its contractual
rights or remedies under the Lender Loan Documents (subject to the express
terms and conditions hereof), neither the Agent nor any Lender shall have any
liability whatsoever to the Collateral Agent, the Trustee or any Noteholder as
a result of such action, omission, or exercise (so long as any such exercise
does not breach the express terms and provisions of this Agreement).  The Collateral Agent on behalf of itself and
the Noteholders, acknowledges and agrees that the Agent and the Lenders have
made no express or implied representations or warranty, including without
limitation, with respect to the execution, validity, legality, completeness,
collectability or enforceability of any Lender Loan Documents.  The Agent and the Lenders will be entitled
to manage and supervise their loans and extensions of credit under the Loan
Agreement and other Lender Loan Documents as the Agent and the Lenders may, in
their sole discretion, deem appropriate, and the Agent and the Lenders may
manage their loans and extensions of credit without regard to any rights or
interests that the Collateral Agent, the Trustee, or any of the Noteholders
have in the Collateral or otherwise except as otherwise expressly set forth in
this Agreement.  The Collateral Agent, on
behalf of itself, the Trustee, and the Noteholders, agrees that the Agent and
the Lenders shall not incur any liability as a result of a sale, lease,
license, or other disposition of the Collateral, or any part thereof, pursuant
to the Lender Loan Documents conducted in accordance with mandatory provisions
of applicable law.  Neither the Agent
nor any Lender shall have any duty to the Collateral Agent, the Trustee or any
Noteholder to act or refrain from acting in any manner which allows or results
in the occurrence or continuance of an event of default or default under any
agreement with any Credit Party regardless of any knowledge thereof which Agent
or any Lender may have or be charged with.


 


(b)           All Indenture Secured Obligations at any time made or
incurred by any Credit Party shall be deemed to have been made or incurred in
reliance upon this Agreement, and the Agent, on behalf of itself and the
Lenders, hereby waives (i) notice of acceptance, or proof of reliance, by the
Collateral Agent, the Trustee or any Noteholder of this Agreement, and (ii)
notice of the existence, renewal, extension, accrual, creation, or non-payment
of all or any part of the Indenture Secured Obligations.  None of the


 


19

















 


Collateral Agent, the
Trustee, any Noteholder or any of their respective affiliates, directors,
officers, employees, or agents shall be liable for failure to demand, collect,
or realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral or to take
any other action whatsoever with regard to the Collateral or any part thereof,
except as specifically provided in this Agreement.  If the Collateral Agent, the Trustee or any Noteholder honors (or
fails to honor) a request by any Credit Party for an extension of credit
pursuant to the Indenture or any of the Indenture Collateral Documents, whether
the Collateral Agent, the Trustee or any Noteholder has knowledge that the
honoring of (or failure to honor) any such request would constitute a default
under the terms of the Loan Agreement or any Lender Loan Document or an act,
condition, or event that, with the giving of notice or the passage of time, or
both, would constitute such a default, or if the Collateral Agent, the Trustee or
any Noteholder otherwise should exercise any of their contractual rights or
remedies under the Indenture Collateral Documents (subject to the express terms
and conditions hereof), none of the Collateral Agent, the Trustee or any
Noteholder shall have any liability whatsoever to the Agent or any Lender as a
result of such action, omission, or exercise (so long as any such exercise does
not breach the express terms and provisions of this Agreement). The Agent, on
behalf of itself and the Lenders, acknowledges and agrees that the Collateral
Agent, the Trustee and the Noteholders have made no express or implied
representations or warranty, including, without limitation, with respect to the
execution, validity, legality, completeness, collectibility or enforceability
of any of the Noteholder Documents.  The
Noteholders will be entitled to manage and supervise their respective
extensions of credit to any Credit Party under the Indenture and the other
Noteholder Documents as the Noteholders may, in their sole discretion, deem
appropriate, and the Noteholders may manage their extensions of credit without
regard to any rights or interests that the Agent or any of the Lenders have in
the Collateral or otherwise, except as otherwise expressly set forth in this
Agreement.  The Agent, on behalf of
itself, and the Lenders, agrees that the Collateral Agent, the Trustee and the
Noteholders shall not incur any liability as a result of a sale, lease,
license, or other disposition of the Collateral, or any part thereof, pursuant
to the Noteholder Documents conducted in accordance with mandatory provisions
of applicable law.  None of the
Collateral Agent, the Trustee or any Noteholder shall have any duty to the
Agent or any of the Lenders to act or refrain from acting in any manner which
allows or results in the occurrence or continuance of an event of default or
default under any agreement with any Credit Party regardless of any knowledge
thereof which  Collateral Agent or any
Noteholder may have or be charged with.


 


Section 5.02           Modifications to Lender Loan
Documents and Noteholder Documents.


 


(a)           The Collateral Agent, on behalf of itself, the Trustee,
and the Noteholders, hereby agrees that, without affecting the obligations of
the Collateral Agent, the Trustee and the Noteholders hereunder, the Agent, on
behalf of itself and the Lenders, may, at any time and from time to time, in
its sole discretion without the consent of or


 


20

















 


notice to the Collateral
Agent, the Trustee or any Noteholder (except to the extent such notice or
consent is required pursuant to the express provisions of this Agreement), and
without incurring any liability to the Collateral Agent, the Trustee or any
Noteholder or impairing or releasing the subordination provided for herein,
amend, restate, supplement, replace, refinance, extend, consolidate,
restructure, or otherwise modify any of the Lender Loan Documents in any manner
whatsoever, including, to


 


(i)            change the manner, place, time, or
terms of payment of, or renew or alter, all or any of the Loan Agreement
Secured Obligations or otherwise amend, restate, supplement, or otherwise
modify in any manner, or grant any waiver or release with respect to, all or
any part of the Loan Agreement Secured Obligations or any of the Lender Loan
Documents,


 


(ii)           retain or obtain a Lien on any
property of any Person to secure any of the Loan Agreement Secured Obligations,
and in that connection to enter into any additional Lender Loan Documents;
provided, however, that the Collateral Agent for its benefit, the Trustee and
the Noteholders retain or obtain a Lien on such Property of such Person (other
than the Equity Interests of FSELLC owned by GNELLC) to secure any of the
Indenture Secured Obligations,


 


(iii)          amend, or grant any waiver, compromise
or release with respect to, or consent to any departure from, any guaranty or
other obligations of any Person obligated in any manner under or in respect of
the Loan Agreement Secured Obligations,


 


(iv)          release its Lien on any Collateral or
other property,


 


(v)           exercise or refrain from exercising
any rights against any Credit Party or any other Person in accordance with the
terms of this Agreement and any mandatory applicable Requirements of Law,


 


(vi)          retain or obtain the primary or
secondary obligation of any other Person with respect to any of the Loan
Agreement Secured Obligations, and


 


(vii)         otherwise manage and supervise the Loan
Agreement Secured Obligations as the Agent shall deem appropriate;


 


provided, however, that no amendment, waiver
or consent shall release the Lien of the Collateral Agent securing the
Indenture Secured Obligations except to the extent permitted by the Indenture
or this Agreement.


 


(b)           The Agent, on behalf of itself and the Lenders, hereby
agrees that, the Collateral Agent, on behalf of itself, the Trustee, and the
Noteholders may, at any


 


21

















 


time and from time to time,
in its sole discretion without the consent of or notice to the Agent or any
Lender) (except to the extent such notice or consent is required pursuant to
the express provisions of this Agreement), and without incurring any liability
to the Agent or any Lender amend, restate, supplement, replace, refinance,
extend, consolidate, restructure, or otherwise modify the Noteholder Documents
in any manner whatsoever; provided, however, that in no event
shall the Collateral Agent, the Trustee, or any Noteholder obtain a Lien on any
assets of any Credit Party not subject to a Lien in favor of the Agent (or any
Lender) unless (i) the Agent, for the benefit of itself and the Lenders, also
obtains a Lien on such assets or (ii) the Agent declines in a writing to the
Collateral Agent to obtain a Lien on such assets.


 


(c)           The Agent, on behalf of itself and the Lenders, also
agrees that Collateral Agent and the Noteholders shall have no liability (other
than pursuant to the terms hereof and mandatory applicable Requirements of Law)
to the Agent or any Lender, and, subject to the terms hereof and mandatory applicable
Requirements of Law, the Agent, on behalf of itself and the Lenders, hereby
waives any claim against the Collateral Agent, the Trustee or any Noteholder,
arising out of any and all actions which the Collateral Agent, the Trustee or
Noteholders may take or permit or omit to take with respect to:  (i) the Noteholders Documents, (ii) the
collection of the Indenture Secured Obligations, (iii) the foreclosure upon, or
sale, liquidation or other disposition of, the Collateral pursuant to Section
2.03, or (iv) the release of any Lien in respect of any Collateral except
for (x) claims for gross negligence or willful misconduct or (y) claims for
breach of this Agreement.  The Agent, on
behalf of itself and the Lenders, agrees that the Collateral Agent, the Noteholders,
and the Trustee have no duty to them in respect of the maintenance or
preservation of the Collateral, the Indenture Secured Obligations or otherwise
other than as expressly set forth herein.


 


(d)           The Collateral Agent, on behalf of itself, the Trustee and
the Noteholders, also agrees that the Agent and the Lenders shall have no
liability (other than pursuant to the terms hereof and mandatory applicable
Requirements of Law) to the Collateral Agent, the Trustee or any Noteholder,
and, subject to the terms hereof and mandatory applicable Requirements of Law,
the Collateral Agent, on behalf of itself, the Trustee and the Noteholders,
hereby waives any claim against the Agent or any Lender, arising out of any and
all actions which the Agent or any Lender may take or permit or omit to take
with respect to:  (i) the Lender Loan
Documents, (ii) the collection of the Loan Agreement Secured Obligations, (iii)
the foreclosure upon, or sale, liquidation or other disposition of, the
Collateral pursuant to Section 2.03, or (iv) the release of any Lien in respect
of any Collateral except for (x) claims for gross negligence or willful
misconduct or (ii) claims for breach of this Agreement.  The Collateral Agent, on behalf of itself,
the Trustee and the Noteholders, agrees that the Agent, and the Lenders have no
duty to them in respect of the maintenance or preservation of the Collateral,
the Loan Agreement Secured Obligations or otherwise other than as expressly set
forth herein.


 


22

















 


Section 5.03           Reinstatement and Continuation of
Agreement.  If the Agent or any
Lender is required in any Insolvency or Liquidation Proceeding or otherwise to
turn over or otherwise pay to the estate of any Credit Party or any other
Person any amount (a “Recovery”), then the Loan Agreement Secured
Obligations shall be reinstated to the extent of such Recovery.  If this Agreement shall have been terminated
prior to such Recovery, this Agreement shall be reinstated in full force and
effect, and such prior termination shall not diminish, release, discharge,
impair, or otherwise affect the obligations of the parties hereto from such
date of reinstatement.  All rights,
interests, agreements, and obligations of the Agent, the Lenders, the
Collateral Agent, the Trustee, and the Noteholders under this Agreement shall
remain in full force and effect and shall continue irrespective of the
commencement of, or any discharge, confirmation, conversion, or dismissal of,
any Insolvency or Liquidation Proceeding by or against any Credit Party or any
other circumstance which otherwise might constitute a defense available to, or
a discharge of, any Credit Party in respect of the Loan Documents.  No priority or right of the Agent, any
Lender, the Collateral Agent, the Trustee or any Noteholder shall at any time
be prejudiced or impaired in any way by any act or failure to act on the part
of any Credit Party or by the noncompliance by any Person with the terms,
provisions, or covenants of any Loan Document, regardless of any knowledge
thereof which the Agent, any Lender, the Collateral Agent, the Trustee or any
Noteholder may have.


 


Section 5.04           Receipt of Payments.  The Collateral Agent, the Trustee, or any
Noteholder shall be permitted to receive scheduled payments of principal and
interest so long as (a) such payment by any Credit Party is made in accordance
with the terms of the Noteholder Documents existing as of the date of this
Agreement and (b) such receipt of scheduled payments by the Collateral Agent,
the Trustee or the Noteholders does not otherwise contravene this Agreement.


 


ARTICLE
VI.


 


INSOLVENCY
PROCEEDINGS


 


Section 6.01           DIP Financing.  If any Credit Party shall be subject to any
Insolvency or Liquidation Proceeding and the Agent, for and on behalf of itself
and the Lenders, shall desire, prior to the Discharge of the Loan Agreement
Secured Obligations, to permit the use of cash collateral or to permit any
Credit Party to obtain financing under Section 363 or Section 364 of the
Bankruptcy Code or any similar provision under the law applicable to any
Insolvency or Liquidation Proceeding (“DIP Financing”) to be secured by
all or any portion of the Collateral, then the Collateral Agent, on behalf of
itself, the Trustee, and the Noteholders, agrees that it will raise no
objection to such use of cash collateral or DIP Financing and will not request
adequate protection or any other relief in connection with its or their
interest in any such Collateral except to the extent specified in Section
6.02.  To the extent the Liens
securing the Loan Agreement Secured Obligations are subordinated or pari passu with such DIP Financing, the
Collateral


 


23

















 


Agent, for and on behalf of
itself, the Trustee, and the Noteholders, hereby agrees that its Liens on the
Collateral shall be subordinated to such DIP Financing (and all obligations
relating thereto) upon the terms and conditions specified in this Agreement in
each case under this Section 6.01 to the extent such DIP Financing and
Obligations constitute Loan Agreement Secured Obligations.  Until the Discharge of the Loan Agreement
Secured Obligations has occurred, the Collateral Agent, on behalf of itself,
the Trustee, and the Noteholders, agrees that none of them shall seek relief
from the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding in respect of the Collateral and will not provide or offer to
provide any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the
Loan Agreement Secured Obligations, in each case unless the Agent otherwise has
provided its express written consent.


 


Section 6.02           No Contest.  The Collateral Agent, on behalf of itself,
the Trustee, and the Noteholders, agrees that, prior to the Discharge of the
Loan Agreement Secured Obligations, none of them shall contest (or support any
other Person contesting) (a) any request by the Agent, for and on behalf of
itself and the Lenders, for adequate protection, or (b) any objection by the
Agent, for and on behalf of itself and the Lenders, to any motion, relief,
action, or proceeding based on the Agent claiming that their interests in the
Collateral are not adequately protected or any other similar request under any
law applicable to an Insolvency or Liquidation Proceeding.  Notwithstanding the foregoing, in any
Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself
and the Lenders, is granted adequate protection in the form of additional
collateral in connection with any DIP Financing or use of cash collateral under
Section 363 or Section 364 of the Bankruptcy Code or any similar law applicable
to any Insolvency or Liquidation Proceeding, then the Collateral Agent, on
behalf of itself, the Trustee, and any of the Noteholders, may seek or request
adequate protection in the form of a Lien on such additional collateral, which
Lien hereby is and shall be deemed to be subordinated to the Liens securing the
Loan Agreement Secured Obligations up to (but not in excess of) the Maximum
Lender Priority Debt Amount and such DIP Financing (and all obligations
relating thereto) on the same basis as the Lien Priority.  In the event the Collateral Agent, on behalf
of itself, the Trustee, and the Noteholders, seeks or requests adequate
protection and such adequate protection is granted in the form of Liens in
respect of additional collateral, then the Collateral Agent, on behalf of
itself, the Trustee, and each of the Noteholders, agrees that the Agent also
shall be granted a senior Lien on such additional collateral as security for
the Loan Agreement Secured Obligations (and for any such DIP Financing), that
any Lien on such additional collateral securing the Indenture Secured
Obligations shall be subordinated to the Liens in respect of such additional
collateral securing the Loan Agreement Secured Obligations, and any such DIP
Financing and any other Liens granted to the Agent as adequate protection on
the same basis as the other Liens securing the Indenture Secured Obligations
are subordinated to the Loan Agreement Secured Obligations under this Agreement
up to the Maximum Lender Priority Debt Amount. 
All such Liens granted to the Agent or to the Collateral Agent in
respect of such additional collateral shall be subject to the Lien
Priority.  Nothing contained herein
shall prohibit or in any way limit the Agent, prior to


 


24

















 


the Discharge of the Loan
Agreement Secured Obligations, from objecting in any Insolvency or Liquidation
Proceeding or otherwise to any action taken by the Collateral Agent, the
Trustee or any of the Noteholders, including the seeking by the Collateral
Agent, the Trustee or any Noteholder of adequate protection or the asserting by
the Collateral Agent, the Trustee or any Noteholder of any of its rights and
remedies under the Noteholder Documents or otherwise.


 


Section 6.03           [Intentionally Omitted.]


 


Section 6.04           Enforceability.  The provisions of this Agreement are
intended to be and shall be enforceable under Section 510 of the Bankruptcy Code.  The Agent, on behalf of itself and the
Lenders, and the Collateral Agent, on behalf of itself, the Trustee, and the
Noteholders, each agrees that all distributions that the Agent, the Lenders,
the Collateral Agent, the Trustee, or any Noteholder receives in any Insolvency
or Liquidation Proceeding on account of the Collateral shall be held in trust
by such Person and turned over to the Agent for application in accordance with Section
4.02 of this Agreement.  To the
extent that any amounts received by the Agent, the Lenders, the Collateral
Agent, the Trustee, or any Noteholder are paid over in connection with this
provision, the obligations owed by the Credit Parties to such Person will be
deemed to be reinstated to the extent of the amounts so paid over.


 


Section 6.05           Certain Noteholder Rights.  Each of the Collateral Agent, the Trustee
and each Noteholder shall retain the right to vote and otherwise act in any
Insolvency or Liquidation Proceeding (including, without limitation, the right
to vote to accept or reject any plan of reorganization); provided that
no such Person shall (x) vote with respect to any such plan of reorganization
or take any other action in any way to contest (i) the priority, enforceability
or validity of any Liens granted to or for the benefit of the Agent, (ii) the
relative rights and duties of the holders of the Loan Agreement Secured
Obligations established in the Lender Loan Documents and this Agreement with
respect to such Liens, (iii) the enforceability of the Loan Agreement or this
Agreement or (y) otherwise fail to comply with the requirement of Sections 2.02
and 3.01 of this Agreement.


 


ARTICLE
VII.


 


MISCELLANEOUS


 


Section 7.01           Rights of Subrogation.  The Collateral Agent agrees that no payment
or distribution to the Agent pursuant to the provisions of this Agreement shall
entitle the Collateral Agent, the Trustee, or any Noteholder to exercise any
rights of subrogation in respect thereof until the Discharge of the Loan
Agreement Secured Obligations shall have occurred.  Following the Discharge of the Loan Agreement Secured
Obligations, the Agent agrees to execute such documents, agreements, and
instruments as the Collateral Agent, the Trustee or any Noteholder may
reasonably request to evidence the transfer by subrogation to any such Person
of an interest in the


 


25

















 


Loan Agreement Secured
Obligations resulting from payments or distributions to the Agent by such
Person, so long as all costs and expenses (including all reasonable legal fees
and disbursements) incurred in connection therewith by the Agent are paid by
such Person upon request for payment thereof.


 


Section 7.02           Further Assurances.  The Parties will, at the sole expense of the
Credit Parties and at any time and from time to time, promptly execute and
deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that either Party may reasonably
request, in order to protect any right or interest granted or purported to be
granted hereby or to enable the Agent or the Collateral Agent to exercise and
enforce its rights and remedies hereunder; provided, however,
that no Party shall be required to pay over any payment or distribution,
execute any instruments or documents, or take any other action referred to in
this Section 7.02 to the extent that such action would contravene any
law, order or other legal requirement, and in the event of a controversy or
dispute, such Party may interplead any payment or distribution in any court of
competent jurisdiction, without further responsibility in respect of such
payment or distribution under this Section 7.02.


 


Section 7.03           Representations.  The Agent represents and warrants to the
Collateral Agent that it has the requisite power and authority under the
Original Loan Agreement to enter into, execute, deliver, and carry out the
terms of this Agreement on behalf of itself and the Lenders.  The Collateral Agent represents and warrants
to the Agent that it has the requisite power and authority under the Indenture
to enter into, execute, deliver, and carry out the terms of this Agreement on
behalf of itself, the Trustee, and the Noteholders.


 


Section 7.04           Amendments.  No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Party hereto shall be
effective unless it is in a written agreement executed by the Collateral Agent
and the Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


Section 7.05           Addresses for Notices.  All demands, notices and other
communications provided for hereunder shall be in writing and, if to the
Collateral Agent, mailed or sent by telecopy or delivered to it, addressed to
it as follows:


 


Wells Fargo Bank, National
Association

Corporate Trust

Sixth Street and Marquette Avenue

MAC N9303-120

Minneapolis, Minnesota 55479

Attention:  Jane Y. Schweiger


 


Facsimile:  (612) 667-9825


 


26

















 


With a copy to:


 


Greenberg Traurig, LLP

200 Campus Drive

P.O. Box 677

Florham Park, New Jersey 07932

Attention:  Jeffrey M. Rosenthal

Facsimile:  (973) 301-8410


 


and if to the Agent, mailed,
sent by telecopy or delivered to it, addressed to it as follows:


 


Wells Fargo Foothill, Inc.

2450 Colorado Avenue, Suite 3000 West

Santa Monica, California  90404

Attention:  Specialty Finance Division
Manager

Facsimile:  (310) 453-7442


 


With a copy to:


 


Paul, Hastings, Janofsky
& Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California  90071

Attention:  John Francis Hilson, Esq.


Facsimile:  (213) 627-0705


 


and if to Parent, sent by
telecopy or delivered to it, addressed to it as follows:


 


Poster  Financial Group, Inc.

2960 W. Sahara Ave.

Las Vegas, Nevada 89102

Attn:  Thomas C. Breitling

Fax No.  (702) 367-6143


 


with a copy to:


 


Skadden, Arps, Slate,
Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn:  Peter Neckles, Esq.

Fax No.  (212) 735-2000


 


or as to any Party at such
other address as shall be designated by such Party in a written notice to the
other Parties complying as to delivery with the terms of this Section 7.05.  All such demands, notices and other
communications shall be effective, when mailed,


 


27

















 


two business days after
deposit in the mails, postage prepaid, when sent by telecopy, when receipt is
acknowledged by the receiving telecopy equipment (or at the opening of the next
business day if receipt is after normal business hours), or when delivered, as
the case may be, addressed as aforesaid.


 


Section 7.06           No Waiver, Remedies.  No failure on the part of any Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


Section 7.07           Continuing Agreement, Transfer of
Secured Obligations.  This Agreement
is a continuing agreement and shall (i) remain in full force and effect until
the Discharge of the Loan Agreement Secured Obligations shall have occurred and
the Indenture Secured Obligations shall have been paid in full, (ii) be binding
upon the Parties and their successors and assigns, and (iii) inure to the
benefit of and be enforceable by the Parties and their respective successors,
transferees and assigns.  Without
limiting the generality of the foregoing clause (iii), the Agent, any Lender,
the Collateral Agent, the Trustee, or any Noteholder may assign or otherwise
transfer all or any portion of the Loan Agreement Secured Obligations or the
Indenture Secured Obligations, as applicable, to any other Person (other than
any Credit Party or any Affiliate of, and any Subsidiary of, any Credit Party)
in the manner contemplated in the Lender Loan Documents and the Noteholder
Documents, and such other Person shall thereupon become vested with all the
rights and obligations in respect thereof granted to the Agent, any Lender, the
Collateral Agent, the Trustee, or any Noteholder, as the case may be, herein or
otherwise.


 


Section 7.08           Governing Law: Entire Agreement.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York except as
otherwise preempted by applicable federal law. 
This Agreement constitutes the entire agreement and understanding among
the Parties with respect to the subject matter hereof and supersedes any prior
agreements, written or oral, with respect thereto.


 


Section 7.09           Counterparts.  This Agreement maybe executed in any number
of counterparts, and it is not necessary that the signatures of all Parties be
contained on any one counterpart hereof, each counterpart will be deemed to be
an original, and all together shall constitute one and the same document.


 


Section 7.10           No Third Party Beneficiary.  This Agreement is solely for the benefit of
the Parties (and their permitted assignees). 
No other Person (including any Credit Party or any Subsidiary or
Affiliate of any Credit Party) shall be deemed to be a third party beneficiary
of this Agreement.  Nothing in this
Agreement shall be deemed to permit the Credit Parties to take any action
otherwise prohibited by the Loan Documents or shall be deemed to operate as a
waiver by the Agent or the Collateral Agent with respect to any action
otherwise prohibited by the Loan Documents.


 


28

















 


Section 7.11           Headings.  The headings of the articles and sections of
this Agreement are inserted for purposes of convenience only and shall not be
construed to affect the meaning or construction of any of the provisions
hereof.


 


Section 7.12           Severability.  If any of the provisions in this Agreement
shall, for any reason, be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement and shall not invalidate the Lien Priority or
any other priority set forth in this Agreement.


 


Section 7.13           Collateral Agent Status.  Nothing in this Agreement shall be construed
to operate as a waiver by the Collateral Agent, with respect to any Credit
Party or any of its Subsidiaries, the Trustee, or any Noteholder, of the benefit
of any exculpatory rights, privileges, immunities, indemnities, or reliance
rights contained in any Noteholder Document, all of which rights, privileges,
immunities and indemnities, the Parties hereto agree are incorporated by
reference herein.  For all purposes of
this Agreement, the Collateral Agent may (a) rely in good faith, as to matters
of fact, on any representation of fact believed by the Collateral Agent to be
true (without any duty of investigation) and that is contained in a written
certificate of any authorized representative of any Credit Party or of the
Agent, and (b) assume in good faith (without any duty of investigation), and
rely upon, the genuineness, due authority, validity, and accuracy of any
certificate, instrument, notice, or other document believed by it in good faith
to be genuine and presented by the proper person.  The Credit Parties and Agent expressly acknowledge that the
subordination and related agreements set forth herein by the Collateral Agent
are made solely in its capacity as the Collateral Agent under the Indenture and
the other Noteholder Documents and are not made by the Collateral Agent in its
individual commercial capacity.


 


Section 7.14           Agent Status.  Nothing in this Agreement shall be construed
to operate as a waiver by the Agent, with respect to any Credit Party or any
subsidiary of any Credit Party, the Agent, or any Lender, of the benefit of any
exculpatory rights, privileges, immunities, indemnities, or reliance rights
contained in any Lender Loan Document, all of which rights, privileges,
immunities and indemnities, the Parties hereto agree are incorporated by
reference herein.  For all purposes of
this Agreement, the Agent may (a) rely in good faith, as to matters of fact, on
any representation of fact believed by the Agent to be true (without any duty
of investigation) and that is contained in a written certificate of any
authorized representative of any Credit Party or of the Collateral Agent, and
(b) assume in good faith (without any duty of investigation), and rely upon,
the genuineness, due authority, validity, and accuracy of any certificate,
instrument, notice, or other document believed by it in good faith to be
genuine and presented by the proper Person. 
The Credit Parties and the Collateral Agent expressly acknowledge that
the subordination and related agreements set forth herein by the Agent are made
solely in its capacity as Agent under the Loan Agreement and the other Lender
Loan Documents and are not made by the Agent in its individual commercial capacity.


 


29

















 


Section 7.15           Acknowledgment.  Each Credit Party hereby acknowledges that
it has received a copy of this Agreement and consents thereto, and agrees to
recognize all rights granted thereby to the Agent and the Collateral Agent and
will not do any act or perform any obligation which is not in accordance with
the agreements set forth in this Agreement. 
Each Credit Party further acknowledges and agrees that it is not an
intended beneficiary or third party beneficiary under this Agreement.


 


Section 7.16           VENUE; JURY TRIAL WAIVER.


 


(a)           THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT’S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE THE AGENT ELECTS TO BRING SUCH ACTION
OR WHERE SUCH  COLLATERAL OR OTHER
PROPERTY MAY BE FOUND.  EACH PARTY
HERETO WAIVES, 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 7.16.


 


(b)           EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.  EACH PARTY HERETO
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT 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 7.17           Conflicts. The Agent and
Collateral Agent agree that as between themselves in the event of any actual,
irreconcilable conflict between the terms and provisions of the Lender Loan
Documents and the Noteholder Documents, the terms and provisions of this
Agreement shall control.


 


Section 7.18           Intercreditor Agreement.  This Agreement is the Intercreditor
Agreement referred to in the Indenture and the Original Loan Agreement.  If this Agreement or all or any portion of
either Party’s rights or obligations hereunder are assigned or otherwise
transferred to any other Person or if the Loan Agreement is otherwise
refinanced or replaced with another Person, such other Person shall execute


 


30

















 


and deliver an agreement
containing terms substantially identical to those contained in this Agreement.


 


[Signature
page to follow.]


 


31

















 


IN WITNESS WHEREOF, the
Agent, the Collateral Agent and each Credit Party has caused this Agreement to
be duly executed and delivered as of the date first above written.


 


	
  AGENT:

  	
  WELLS
  FARGO FOOTHILL, INC.,

  a California
  corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rhonda Noell

  	
   

  
	
   

  	
   

  	
  Name: Rhonda Noell

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  



 

















 


 


	
  COLLATERAL
  AGENT:

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION, solely
  in its capacity as

  Collateral Agent (and not individually)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jane Schweiger

  	
   

  
	
   

  	
   

  	
  Name: Jane Y. Schweiger

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


	
  CREDIT
  PARTIES:

  	
  POSTER FINANCIAL GROUP, INC.,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas Breitling

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas Breitling

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
  GNL, CORP., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas Breitling

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas Breitling

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
  GNLV, CORP., a Nevada
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas Breitling

  	
   

  
	
   

  	
   

  	
  Name:
  Thomas Breitling

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
  GOLDEN NUGGET EXPERIENCE, LLC,  

  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GNLV,
  CORP.,

  	
   

  
	
   

  	
   

  	
  as
  sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joanne Beckett

  	
   

  
	
   

  	
   

  	
  Name:
  Joanne Beckett

  
	
   

  	
   

  	
  Title:
  VP & General Counsel