LA1:871673.8     6
LA1:871673.8
                           ISLE OF CAPRI CASINOS, INC.
                                  $600,000,000
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
     This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 2, 2000 and
entered  into  by  and among ISLE OF CAPRI CASINOS, INC., a Delaware corporation
(the "Company"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
(each  individually  referred  to  herein  as  a  "Lender"  and  collectively as
"Lenders"), CIBC INC. ("CIBC Inc."), as swing line lender (in such capacity, the
"Swing  Line Lender"), CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as agent for
Lenders  (in  such  capacity,  the "Administrative Agent") and as issuing lender
with  respect  to any Letter of Credit (in such capacity, the "Issuing Lender"),
BANKERS TRUST COMPANY, as co-arranger and syndication agent for Lenders (in such
capacities,  the  "Syndication Agent"), THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as documentation agent for Lenders (in such capacity, the "Documentation Agent")
and  CIBC  WORLD  MARKETS  CORP.,  as lead arranger (in such capacity, the "Lead
Arranger").
                                 R E C I T A L S
                                 ---------------
     WHEREAS,  Company,  Swing  Line  Lender,  Administrative  Agent and certain
Lenders  are  party  to  the  Existing  Credit Agreement (capitalized terms used
herein  without  definition  shall  have  the  meanings  set  forth  therefor in
subsection  1.1  of  this  Agreement);
WHEREAS, Company and Lenders desire to increase the aggregate amount that can be
borrowed  under the Existing Credit Agreement by increasing the aggregate amount
available  under  the  existing  tranche of term loans and adding two additional
tranches  of  term  loans, and to make certain other amendments to the terms and
provisions  of  the  Existing  Credit  Agreement;
WHEREAS,  Company  intends  to  use all of the proceeds of such tranches of term
loans  to  fund:
     (i)     the  refinancing  of  all  of  the outstanding term loans under the
Existing  Credit  Agreement;
(ii)     the  acquisition  by Company of all of the outstanding shares of common
stock  (including  unexercised  options)  of  Lady  Luck  (the "Lady Luck Common
Stock")  for  up  to  $12.00  per  share  in  Cash, totaling $58,572,036.00, the
redemption  of  all  of  the outstanding shares of series A mandatory cumulative
redeemable  preferred  stock  of Lady Luck and accrued dividends thereon at par,
totaling  $23,537,870.64  (the  "Redemption"), plus the assumption by Company of
$173,557,230.90  of  net  Indebtedness  of  Lady  Luck  (such  acquisition  is
hereinafter  referred  to  as  the  "Lady  Luck  Acquisition");
(iii)     the  acquisition  by  Company,  concurrently  with  the  Lady  Luck
Acquisition,  of  certain Real Property Assets relating to the Bettendorf Gaming
Facilities  and all of the capital stock of BRDC in exchange for up to 6,300,000
shares  of  common stock of Company (totaling approximately $59,800,000) and the
assumption  of  approximately  $18,400,000  of Indebtedness; provided that up to
                                                             --------
$10,000,000 of the consideration paid by Company may be in Cash at the option of
BRDC  (such  acquisitions  are  hereinafter  referred  to  collectively  as  the
"Bettendorf  Acquisition");
(iv)     the  acquisition  by  Company,  concurrently  with  the  Lady  Luck
Acquisition,  of  all  of the outstanding capital stock of Marco Polo and all of
the  intellectual  property  and certain other assets owned by Gemini related to
Lady Luck for $31,000,000 in Cash (such acquisitions are hereinafter referred to
collectively  as  the  "Las  Vegas Acquisition"; and together with the Lady Luck
Acquisition  and  the  Bettendorf  Acquisition,  the  "Primary  Acquisition");
(v)     the  acquisition  by  Company  or  any  of  its Restricted Subsidiaries,
subsequent  to the Lady Luck Acquisition, of the Lady Luck Casino & Hotel in Las
Vegas,  Nevada  (the  "Las  Vegas  Facility") for up to $14,500,000 in Cash (the
"Secondary  Acquisition");  and
(vi)     the  payment  of  Transaction  Costs;  and
     WHEREAS, Company has agreed to continue to secure its Obligations hereunder
and  under  the  other  Loan Documents and all of the Restricted Subsidiaries of
Company  have  agreed  to  continue  to  guarantee  the  Obligations  of Company
hereunder  and  under  the  other  Loan Documents and to continue to secure such
guarantees:
NOW,  THEREFORE, in consideration of the premises and the agreements, provisions
and  covenants herein contained, Company, Lenders and Administrative Agent agree
as  follows:
Section 1.     DEFINITIONS
1.1     Certain Defined Terms.
        ---------------------
     The  following  terms  used  in  this  Agreement  shall  have the following
meanings:
     "Acknowledgement  and  Consent"  means  the  Acknowledgement  and  Consent
Agreement  delivered  by  Subsidiary  Guarantors  on  the  Effective  Date,
substantially  in the form of Exhibit XV annexed hereto, as such Acknowledgement
                              ----------
and  Consent  may  be  amended,  supplemented or otherwise modified from time to
time.
"Adjusted  Eurodollar Rate" means, for any Interest Rate Determination Date with
respect  to  an  Interest  Period for a Eurodollar Rate Loan, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) obtained by dividing
                                                                        --------
(x) the rate of interest equal to (a) the rate per annum determined on the basis
of  the  rate for deposits in Dollars for a period equal to such Interest Period
commencing  on  the first day of such Interest Period and appearing on page 3750
of  the  Telerate  screen at or about 11:00 a.m., London time, two Business Days
prior  to  the  commencement of such Interest Period, or (b) if such a rate does
not appear on page 3750 of the Telerate screen, the average (rounded upwards, if
necessary,  to  the  nearest 1/100 of 1%) of the rates per annum at which Dollar
deposits  in  immediately  available  funds are offered to CIBC in the interbank
Eurodollar  market  as  at or about 11:00 A.M. (New York City time) two Business
Days  prior  to  the beginning of such Interest Period for delivery on the first
day  of such Interest Period, and in an amount approximately equal to the amount
of  CIBC's  Eurodollar  Rate  Loan  and for a period approximately equal to such
Interest Period, by (y) a percentage equal to 100% minus the stated maximum rate
                 --                                -----
(expressed as a percentage) of all reserve requirements (including any marginal,
emergency,  supplemental, special or other reserves) applicable on such Interest
Rate  Determination  Date  to  any  member bank of the Federal Reserve System in
respect  of  "Eurocurrency  liabilities"  as  defined  in  Regulation  D (or any
successor  category  of  liabilities  under  Regulation  D).
"Administrative Agent" has the meaning assigned to that term in the introduction
to this Agreement and also means and includes any successor Administrative Agent
appointed  pursuant  to  subsection  9.5A.
     "Affected Lender" has the meaning assigned to that term in subsection 2.6C.
"Affected  Loans"  has  the  meaning  assigned  to that term in subsection 2.6C.
     "Affiliate",  as  applied to any Person, means any other Person directly or
indirectly  controlling,  controlled  by,  or  under  common  control with, that
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative meanings, the terms "controlling", "controlled by" and "under common
control  with"),  as  applied  to  any Person, means the possession, directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  that Person, whether through the ownership of voting securities or
by  contract  or  otherwise.
"Affiliated  Fund" means, with respect to any Lender that is a fund that invests
(in whole or in part) in commercial loans, any other fund that invests (in whole
or in part) in commercial loans and is managed by the same investment advisor as
such  Lender  or  by  an  Affiliate  of  such  investment  advisor.
"Agreement"  means  this Amended and Restated Credit Agreement dated as of March
2,  2000,  as it may be amended, supplemented or otherwise modified from time to
time.
"Airplane"  means  the  King  Air 200 airplane owned by Company on the Effective
Date.
     "Applicable  Base Rate Margin" means, as at any date of determination, with
respect  to  any  Type  of Loan that is a Base Rate Loan, a percentage per annum
equal to the Applicable Eurodollar Rate Margin for such Type of Loan less 1.00%.
                                                                     ----
"Applicable  Eurodollar  Rate  Margin"  means,  as at any date of determination:
     (x)     with  respect  to Tranche A Term Loans and Revolving Loans that are
Eurodollar  Rate  Loans,  a percentage per annum as set forth below opposite the
applicable  Consolidated  Total  Leverage  Ratio:
     Consolidated Total Leverage Ratio     Applicable Eurodollar Rate Margin
     ---------------------------------     ---------------------------------
greater than or equal to 5.00:1.00     3.25%
less  than  5.00:1.00
but greater than or equal to 4.50:1.00     3.00%
less  than  4.50:1.00
but greater than or equal to 4.00:1.00     2.75%
less  than  4.00:1.00
but greater than or equal to 3.50:1.00     2.50%
less  than  3.50:1.00
but greater than or equal to 3.00:1.00     2.25%
less  than  3.00:1.00
but greater than or equal to 2.50:1.00     2.00%
less than 2.50:1.00     1.75%

     (y)     with  respect  to  Tranche  B  Term  Loans that are Eurodollar Rate
Loans,  a  percentage  per  annum  as  set  forth  below opposite the applicable
Consolidated  Total  Leverage  Ratio:
     Consolidated Total Leverage Ratio     Applicable Eurodollar Rate Margin
     ---------------------------------     ---------------------------------
greater than or equal to 5.00:1.00     3.50%
less than 5.00:1.00     3.25%

     (z)     with  respect  to  Tranche  C  Term  Loans that are Eurodollar Rate
Loans,  a  percentage  per  annum  as  set  forth  below opposite the applicable
Consolidated  Total  Leverage  Ratio:
     Consolidated Total Leverage Ratio     Applicable Eurodollar Rate Margin
     ---------------------------------     ---------------------------------
greater than or equal to 5.00:1.00     3.625%
less than 5.00:1.00     3.375%
provided that until the first Margin Reset Date, the Consolidated Total Leverage
--------
Ratio  shall  be  equal  to 4.50:1.00 for purposes of calculating the Applicable
Eurodollar  Rate  Margin.
     "Asset Sale" means the sale (in any single transaction or related series of
transactions)  by  Company  or  any of its Restricted Subsidiaries to any Person
other than Company or any of its Restricted Subsidiaries of (i) any of the stock
or  other  equity  or ownership interests of any of Company's Subsidiaries, (ii)
substantially  all  of the assets of any division or line of business of Company
or  any  of  its  Subsidiaries,  or  (iii) any other assets (whether tangible or
intangible)  of  Company  or  any  of  its  Subsidiaries  (other than (a) gaming
equipment  sold in the ordinary course of business to the extent the proceeds of
such  sale  are  promptly reinvested in other gaming equipment, and (b) any such
other  assets  to the extent that the aggregate value of such assets sold in any
single  transaction  or related series of transactions is equal to $4,000,000 or
less).
"Assets  Held  for  Sale or Development" means (i) the FFC Preferred Stock, (ii)
the  Airplane,  (iii)  the Real Estate Options, (iv) the Cripple Creek Land, and
(v)  the  Discontinued  Assets.
"Assignment  Agreement"  means an Assignment Agreement in substantially the form
of  Exhibit  X  annexed  hereto.
    ----------
"Bankruptcy  Code"  means  Title  11  of  the  United  States  Code  entitled
"Bankruptcy",  as  now  and  hereafter  in  effect,  or  any  successor statute.
"Base Rate" means, at any time, the higher of (x) the Reference Rate, or (y) the
rate  which  is  1/2  of  1%  in  excess  of  the  Federal Funds Effective Rate.
"Base  Rate Loans" means Loans bearing interest at rates determined by reference
to  the  Base  Rate  as  provided  in  subsection  2.2A.
"Bettendorf  Acquisition"  has the meaning assigned to that term in the Recitals
to  this  Agreement.
"Bettendorf  Gaming  Facilities"  means  the  Gaming  Facilities  owned, leased,
operated  or used by Company or its Restricted Subsidiaries in Bettendorf, Iowa.
"Bettendorf  Loan  Agreement"  means the Construction Loan Agreement dated as of
June  23,  1997  by and between Lady Luck Bettendorf, L.C., as borrower, and The
Rock  Island Bank, N.A., as lender, as such agreement may have been amended from
time  to  time.
"Bettendorf Merger Agreement" means the Agreement and Plan of Merger dated as of
December  19,  1999  among  Company,  BRDC and the shareholders of BRDC, as such
agreement  may  be  amended  from  time  to  time  to the extent permitted under
subsection  7.15A.
"Biloxi  Gaming  Facilities" means the Gaming Facilities owned, leased, operated
or  used  by  Company  or  its  Restricted  Subsidiaries in Biloxi, Mississippi.
"Biloxi  Leasehold  Property"  means  the  approximately  8  acres  of Leasehold
Property  leased  from  the  City  of  Biloxi  and the Biloxi Port Commission in
Harrison  County,  Mississippi,  and  used  in connection with the Isle of Capri
Crowne  Plaza  Resort  located  at  the  Biloxi  Gaming  Facilities.
"Bossier  City  Gaming  Facilities"  means  the Gaming Facilities owned, leased,
operated  or  used  by  Company  or its Restricted Subsidiaries in Bossier City,
Louisiana.
"BRDC"  means  BRDC,  Inc.,  an  Iowa  corporation  that owns 100% of the equity
interests  in  Bettendorf  Riverfront Development Company, L.C., an Iowa limited
liability  company  and  owner  of  50%  of  the  equity  interests in Lady Luck
Bettendorf,  L.C.,  an  Iowa  limited  liability  company.
"Business Day" means (i) any day excluding Saturday, Sunday and any day which is
a  legal  holiday  under  the laws of the State of New York or is a day on which
banking  institutions located in such state are authorized or required by law or
other  governmental  action  to  close,  and  (ii)  with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar
Rate  or  any Eurodollar Rate Loan, any day that (a) is a Business Day described
in clause (i) above, and (b) is a day for trading by and between banks in Dollar
deposits  in  the  London  Interbank  Market.
"Capital  Lease",  as  applied  to  any  Person, means any lease of any property
(whether  real,  personal or mixed) by that Person as lessee that, in conformity
with  GAAP,  is  accounted  for  as a capital lease on the balance sheet of that
Person.
     "Cash"  means  money,  currency  or  a credit balance in a Deposit Account.
     "Cash  Equivalents"  means, as at any date of determination, (i) marketable
Securities  (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government or (b) issued by any agency of the
United  States  the obligations of which are backed by the full faith and credit
of  the  United  States,  in each case maturing within one year after such date;
(ii)  marketable  direct obligations issued by any state of the United States of
America  or  any  political  subdivision  of  any  such  state  or  any  public
instrumentality  thereof,  in each case maturing within one year after such date
and  having,  at  the  time  of  the  acquisition  thereof,  the  highest rating
obtainable  from  either  Standard  &  Poor's  Ratings  Group ("S&P") or Moody's
Investors  Service,  Inc.  ("Moody's");  (iii) commercial paper maturing no more
than  one  year from the date of creation thereof and having, at the time of the
acquisition  thereof,  a  rating  of  at least A-1 from S&P or at least P-1 from
Moody's;  (iv)  certificates  of deposit or bankers' acceptances maturing within
one  year  after  such  date  and  issued  or  accepted  by any Lender or by any
commercial  bank organized under the laws of the United States of America or any
state  thereof  or  the  District  of  Columbia that (a) is at least "adequately
capitalized"  (as  defined  in  the  regulations  of its primary federal banking
regulator)  and  (b)  has Tier 1 capital (as defined in such regulations) of not
less  than $100,000,000; and (v) shares of any money market mutual fund that (a)
has at least 95% of its assets invested continuously in the types of investments
referred  to  in clauses (i) and (ii) above, (b) has net assets of not less than
$500,000,000,  and  (c)  has  the  highest  rating obtainable from either S&P or
Moody's.
"Certificate  re  Non-Domestic Bank Status" means a certificate substantially in
the  form  of  Exhibit XI annexed hereto delivered by a Lender to Administrative
               ----------
Agent  pursuant  to  subsection  2.7B(iii).
     "Change  of  Control"  means
     (i)     any  "person"  or  "group"  (as such terms are used for purposes of
Sections  13(d)  and 14(d) of the Exchange Act, whether or not applicable) is or
becomes  the  "beneficial  owner" (as such term is used in Rules 13d-3 and 13d-5
promulgated  pursuant  to  the  Exchange Act), directly or indirectly, of equity
Securities representing the greater of (x) the percentage of the combined voting
power  of  the  outstanding  Voting  Stock  of  Company held by Permitted Equity
Holders (including shares as to which Company or a Permitted Equity Holder holds
an  effective  proxy to vote) or (y) 35% or more of the combined voting power of
the  outstanding  Voting  Stock  of Company, but excluding in each case from the
percentage  of voting power held by any "group" the voting power of shares owned
by  the  Permitted Equity Holders who are deemed to be members of the "group" so
long  as such Permitted Equity Holders beneficially own a majority of the voting
power  of  the  Voting Stock held by such "group, and at such time the Permitted
Equity  Holders together shall fail to beneficially own, directly or indirectly,
equity  Securities  representing at least the same percentage of voting power of
such  Voting  Stock  as  the percentage "beneficially owned" by such "person" or
"group";
(ii)     any  sale, transfer or other conveyance, whether direct or indirect, of
a  majority of the fair market value of the assets of Company, on a consolidated
basis,  in  one transaction or a series of related transactions, if, immediately
after  giving effect to such transaction, any "person" or "group" (as such terms
are  used  for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether
or  not  applicable)  (other  than  the  Permitted Equity Holders (including any
Permitted  Equity  Holders who are part of a "group" where such Permitted Equity
Holders beneficially own a majority of the voting power of the Voting Stock held
by  such "group")) is or becomes the "beneficial owner" (as such term is used in
Rules  13d-3  and  13d-5  promulgated pursuant to the Exchange Act), directly or
indirectly,  of  more  than  35%  of  the  equity  Securities of the transferee;
(iii)     during  any  period  of  12  consecutive months after the date hereof,
individuals  who  at  the  beginning of any such 12-month period constituted the
Board of Directors of Company (together with any new directors whose election by
such  Board  or whose nomination for election by the shareholders of Company was
approved  by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for  election  was  previously so approved) cease for any reason to constitute a
majority  of  the  Board  of  Directors  of  Company  then  in  office;  or
(iv)     the  occurrence  of  a  "Change of Control" under the Subordinated Note
Indenture.
     "CIBC"  has  the  meaning assigned to that term in the introduction to this
Agreement.
"CIBC  Inc."  has  the meaning assigned to that term in the introduction to this
Agreement.
"Class"  means,  with respect to Lenders, the following four classes of Lenders:
(i)  Lenders  having Revolving Loan Exposure, (ii) Lenders having Tranche A Term
Loan  Exposure,  (iii)  Lenders  having  Tranche  B  Term Loan Exposure and (iv)
Lenders  having  Tranche  C  Term  Loan  Exposure.
     "Closing  Date"  means  April  23,  1999.
     "Coahoma  Gaming  Facilities"  means  the  Gaming Facilities owned, leased,
operated  or  used  by Company or its Restricted Subsidiaries in Coahoma County,
Mississippi.
"Collateral"  means,  collectively, all of the real, personal and mixed property
(including capital stock) in which Liens are purported to be granted pursuant to
the  Collateral  Documents  as  security for the Obligations; provided, however,
                                                              --------  -------
that  "Collateral" shall not include Pompano Park or the Assets Held for Sale or
Development.
     "Collateral  Account"  has  the  meaning  assigned  to  that  term  in  the
Collateral  Account  Agreement.
     "Collateral  Account  Agreement"  means  the  Collateral  Account Agreement
executed  and delivered by Company and Administrative Agent on the Closing Date,
as  such  Collateral Account Agreement may be amended, supplemented or otherwise
modified  from  time  to  time.
"Collateral  Documents"  means  the  Collateral  Account  Agreement, the Company
Pledge  Agreement,  the  Company  Security  Agreement,  the  Subsidiary  Pledge
Agreements,  the  Subsidiary  Security  Agreements,  the  Mortgages,  the  Ship
Mortgages,  the  Acknowledgement  and  Consent  and  all  other  instruments  or
documents  delivered  by any Loan Party pursuant to this Agreement or any of the
other  Loan  Documents  in  order to grant to Administrative Agent, on behalf of
Lenders,  a  Lien  on any real, personal or mixed property of that Loan Party as
security  for  the  Obligations.
"Commitment Fee Percentage" means, as at any date of determination, a percentage
per annum as set forth below opposite the applicable Consolidated Total Leverage
Ratio:
         Consolidated Total Leverage Ratio     Commitment Fee Percentage
         ---------------------------------     -------------------------
greater than or equal to 3.50:1.00     0.500%
less than 3.50:1.00     0.375%

; provided that until the first Margin Reset Date, the Commitment Fee Percentage
  --------
shall  be  0.500%  per  annum.
     "Commitments"  means  the commitments of Lenders to make Loans as set forth
in  subsection  2.1A.
     "Company"  has  the  meaning assigned such term in the introduction to this
Agreement.
"Company  Pledge  Agreement"  means  the  Company  Pledge Agreement executed and
delivered  by  Company on the Closing Date, as such Company Pledge Agreement may
be  amended,  supplemented  or  otherwise  modified  from  time  to  time.
"Company  Security  Agreement" means the Company Security Agreement executed and
delivered by Company on the Closing Date, as such Company Security Agreement may
be  amended,  supplemented  or  otherwise  modified  from  time  to  time.
"Compliance  Certificate"  means  a  certificate  substantially  in  the form of
Exhibit  VII  annexed  hereto  delivered  to Administrative Agent and Lenders by
      ------
Company  pursuant  to  subsection  6.1(iv).
"Confidential  Information  Memorandum"  means  that  certain  Confidential
Information  Memorandum  relating  to  Company  dated  February  2000.
"Conforming  Leasehold  Interest"  means  any  Recorded Leasehold Interest as to
which  the  lessor has agreed in writing for the benefit of Administrative Agent
(which  writing  has  been delivered to Administrative Agent), whether under the
terms  of  the  applicable  lease,  under  the  terms  of a Landlord Consent and
Estoppel,  or otherwise, to the matters described in the definition of "Landlord
Consent  and  Estoppel,"  which  interest, if a subleasehold or sub-subleasehold
interest,  is  not  subject to any contrary restrictions contained in a superior
lease  or  sublease.
"Consolidated  Capital  Expenditures"  means, for any period, the sum of (i) the
aggregate  of  all  expenditures (whether paid in cash or other consideration or
accrued  as  a  liability  and including that portion of Capital Leases which is
capitalized  on  the  consolidated  balance  sheet of Company and its Restricted
Subsidiaries)  by  Company  and  its  Restricted Subsidiaries during that period
that,  in conformity with GAAP, are included in "additions to property, plant or
equipment"  or  comparable items reflected in the consolidated statement of cash
flows  of  Company  and  its Restricted Subsidiaries plus (ii) to the extent not
                                                     ----
covered  by  clause (i) of this definition, the aggregate of all expenditures by
Company  and  its  Restricted  Subsidiaries  during  that  period to acquire (by
purchase  or otherwise) the business, property or fixed assets of any Person, or
the  stock  or  other  evidence of beneficial ownership of any Person that, as a
result  of  such  acquisition,  becomes  a  Restricted  Subsidiary  of  Company.
"Consolidated  EBITDA"  means,  for  any period, the sum of the amounts for such
period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii)
provisions for taxes based on income, (iv) total depreciation expense, (v) total
amortization  expense,  (vi)  pre-opening expense, (vii) cash dividends or other
distributions  actually  paid  to  Company by its Unrestricted Subsidiaries (but
excluding  any  distributions  made  for the purpose of paying any taxes arising
from  any  equity ownership interests in such Unrestricted Subsidiaries), (viii)
management  fees  actually paid to Company by its Unrestricted Subsidiaries, and
(ix)  other  non-recurring  items  reducing  Consolidated  Net  Income  but  not
requiring  the  expenditure of cash (other than Transaction Costs related to the
Primary  Acquisition)  less  the  sum  of  (x)  interest  income,  and (y) other
                       ----
non-recurring  items increasing Consolidated Net Income but not constituting the
receipt  of cash, all of the foregoing as determined on a consolidated basis for
Company  and  its  Restricted  Subsidiaries  in  conformity  with  GAAP.
"Consolidated  Fixed  Charges"  means,  for  any  period,  the  sum  (without
duplication) of the amounts for such period of (i) Consolidated Interest Expense
plus capitalized interest less interest income, and (ii) all mandatory principal
----                      ----
payments  required  to  be made by Company or any of its Restricted Subsidiaries
(whether  or  not  such  payments  are  actually  made), all of the foregoing as
determined  on  a consolidated basis for Company and its Restricted Subsidiaries
in  conformity  with  GAAP.
"Consolidated  Interest  Expense"  means, for any period, total interest expense
(including  that portion attributable to Capital Leases in accordance with GAAP)
of  Company and its Restricted Subsidiaries on a consolidated basis with respect
to  all  outstanding  Indebtedness  of  Company and its Restricted Subsidiaries,
including  all  commissions,  discounts  and  other  fees  and charges owed with
respect  to  letters  of  credit and bankers' acceptance financing and net costs
under  Interest Rate Agreements, but excluding, however, any amounts referred to
in  subsection  2.3 payable to Administrative Agent and Lenders on or before the
Effective  Date.
"Consolidated  Net  Income"  means,  for any period, the net income (or loss) of
Company  and its Restricted Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP; provided
                                                                        --------
that  there  shall  be  excluded  (i) the income (or loss) of any Person accrued
prior  to  the  date  it becomes a Restricted Subsidiary of Company or is merged
into  or consolidated with Company or any of its Restricted Subsidiaries or that
Person's  assets  are acquired by Company or any of its Restricted Subsidiaries,
and  (ii)  the income of any Restricted Subsidiary of Company to the extent that
the  declaration  or  payment  of  dividends  or  similar  distributions by that
Restricted  Subsidiary  of that income is not at the time permitted by operation
of  the  terms  of  its  charter or any agreement, instrument, judgment, decree,
order,  statute,  rule  or governmental regulation applicable to that Restricted
Subsidiary.
"Consolidated  Net  Total  Debt"  means,  as  at  any  date of determination, an
aggregate  amount  equal  to  (a)  the  aggregate  amount of all Indebtedness of
Company  and  its Restricted Subsidiaries plus (b) the Contingent Obligations of
                                          ----
Company  and  its  Restricted  Subsidiaries where the primary obligation of such
Contingent  Obligation constitutes Indebtedness or a makewell, keepwell or other
similar  agreement (but excluding Contingent Obligations under Hedge Agreements)
less  (c)  the  aggregate amount of Cash and Cash Equivalents of Company and its
----
Restricted  Subsidiaries  in excess of $50,000,000, in each case determined on a
--
consolidated  basis  in  accordance  with  GAAP.
"Consolidated  Net Worth" means, as at any date of determination, the sum of the
capital  stock  and  additional paid-in capital plus retained earnings (or minus
accumulated  deficits)  of  Company  and  its  Restricted  Subsidiaries  on  a
consolidated  basis  determined  in  conformity  with  GAAP.
"Consolidated  Rental  Payments"  means, for any period, the aggregate amount of
all  rents  paid  or  payable  by  Company  and its Restricted Subsidiaries on a
consolidated  basis  during  that  period under all Operating Leases (other than
Excluded  Leases)  to  which  Company or any of its Restricted Subsidiaries is a
party  as  lessee.
"Consolidated  Senior Debt" means, as at any date of determination, Consolidated
Net  Total  Debt  less  the  aggregate  amount  of  all  unsecured  Subordinated
                  ----
Indebtedness  of  Company  and  its  Restricted  Subsidiaries,  determined  on a
consolidated  basis  in  accordance  with  GAAP.
"Consolidated Senior Leverage Ratio" means, as at any date of determination, the
ratio  of  (a) Consolidated Senior Debt as of the last day of the Fiscal Quarter
for  which  such  determination is being made, to (b) Consolidated EBITDA, after
giving  effect  on  a  pro forma basis to the Primary Acquisition, the Secondary
Acquisition  and any other acquisitions of any assets or any Persons pursuant to
Expansion  Capital  Expenditures  permitted  under subsection 7.8(ii) and/or any
Asset  Sales permitted under subsection 7.7(vi), for the consecutive four Fiscal
Quarters  ending  on  the  last  day  of  the  Fiscal  Quarter  for  which  such
determination  is  being  made.
"Consolidated  Total Leverage Ratio" means, as at any date of determination, the
ratio  of  (a)  Consolidated  Net  Total  Debt  as of the last day of the Fiscal
Quarter  for which such determination is being made, to (b) Consolidated EBITDA,
after  giving  effect  on  a  pro  forma  basis  to the Primary Acquisition, the
Secondary  Acquisition  and  any other acquisitions of any assets or any Persons
pursuant  to  Expansion  Capital Expenditures permitted under subsection 7.8(ii)
and/or  any  Asset Sales permitted under subsection 7.7(vi), for the consecutive
four Fiscal Quarters ending on the last day of the Fiscal Quarter for which such
determination  is  being  made.
"Contingent  Obligation", as applied to any Person, means any direct or indirect
liability,  contingent  or  otherwise,  of  that  Person (i) with respect to any
Indebtedness,  lease,  dividend  or  other  obligation of another if the primary
purpose  or  intent thereof by the Person incurring the Contingent Obligation is
to  provide  assurance  to  the  obligee of such obligation of another that such
obligation  of  another  will  be  paid  or  discharged,  or that any agreements
relating  thereto  will be complied with, or that the holders of such obligation
will  be  protected  (in whole or in part) against loss in respect thereof, (ii)
with respect to any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings, or (iii)
under  Hedge Agreements.  Contingent Obligations shall include (a) the direct or
indirect  guaranty, endorsement (otherwise than for collection or deposit in the
ordinary  course of business), co-making, discounting with recourse or sale with
recourse  by  such  Person  of  the  obligation  of  another, including, without
limitation,  any  credit  support  agreements,  makewell  agreements,  keepwell
agreements  and  any  other  agreements  evidencing similar obligations, (b) the
obligation  to  make  take-or-pay  or similar payments if required regardless of
non-performance  by  any  other  party  or  parties to an agreement, and (c) any
liability  of  such  Person  for the obligation of another through any agreement
(contingent  or otherwise) (X) to purchase, repurchase or otherwise acquire such
obligation  or  any  security  therefor,  or to provide funds for the payment or
discharge  of  such  obligation  (whether  in the form of loans, advances, stock
purchases,  capital  contributions or otherwise) or (Y) to maintain the solvency
or any balance sheet item, level of income or financial condition of another if,
in  the  case  of  any  agreement  described under subclauses (X) or (Y) of this
sentence, the primary purpose or intent thereof is as described in the preceding
sentence.  The  amount of any Contingent Obligation shall be equal to the amount
of  the  obligation so guaranteed or otherwise supported or, if less, the amount
to which such Contingent Obligation is specifically limited.  The obligations so
guaranteed  or  otherwise  supported  (if  other  than Indebtedness), including,
without  limitation, guarantees of minimum room rates or occupancy levels, shall
be  in  form  and  substance  satisfactory  to  Administrative  Agent.
"Contractual  Obligation",  as applied to any Person, means any provision of any
Security  issued  by that Person or of any material indenture, mortgage, deed of
trust, contract, undertaking, agreement or other instrument to which that Person
is  a  party  or by which it or any of its properties is bound or to which it or
any  of  its  properties  is  subject.
"Cripple Creek Land" means the real estate owned or leased by Company in Cripple
Creek,  Colorado,  as  of  the  Effective  Date.
"Deposit Account" means a demand, time, savings, passbook or like account with a
bank,  savings  and  loan  association, credit union or like organization, other
than  an  account  evidenced  by  a  negotiable  certificate  of  deposit.
"Discontinued Assets" means the following assets held for sale by Company or its
Subsidiaries  as of the Effective Date: (i) the Biloxi Belle barge (Official No.
1023166)  and  the  Diamond Lady riverboat (Official No. 972893); (ii) the Lucky
Seven  barge  (Official  No.  175417),  the barge with vessel number 511360, the
barge  GT-114 (Official No. 294207), the barge GT-220 (Official No. 275343), and
the  barge C-202 (Official No. 254357); (iii) certain gaming equipment valued at
less  than  $250,000;  and  (iv)  the partially completed riverboat with Service
Marine  Hull  No.  172.
"Documentation  Agent" has the meaning assigned to that term in the introduction
of  this  Agreement.
     "Dollars"  and  the  sign "$" mean the lawful money of the United States of
America.
"Effective  Date"  means  the  date  on  or  before  April 30, 2000 on which the
conditions  precedent  set forth in Section 4.1 hereof shall have been satisfied
or  waived.
"Effective  Date  Financing  Requirements"  means  the  aggregate of all amounts
necessary  (i) to refinance all of the outstanding term loans under the Existing
Credit  Agreement,  (ii) to finance the consummation of the Primary Acquisition,
(iii)  to  refinance  all  of  the  Refinanced Indebtedness, and (iv) to pay the
Transaction  Costs.
"Effective  Date  Mortgaged  Property"  has the meaning assigned to that term in
subsection  4.1I(i).
"Effective  Date  Mortgages" has the meaning assigned to that term in subsection
4.1I(i).
     "Eligible Assignee" means a Person that is (I) to the extent required under
applicable  Gaming  Laws,  registered  with,  approved by, or not disapproved by
(whichever  may be required under applicable Gaming Laws), all applicable Gaming
Authorities,  and (II)(A) (i) a commercial bank, savings and loan association or
savings bank organized under the laws of the United States or any state thereof;
provided  that  such financial institution has a combined capital and surplus of
 -------
at  least  $100,000,000;  (ii) a commercial bank organized under the laws of any
other country or a political subdivision thereof; provided that (x) such bank is
                                                  --------
acting  through a branch or agency located in the United States or (y) such bank
is  organized  under  the laws of a country that is a member of the Organization
for  Economic  Cooperation  and  Development  or a political subdivision of such
country; (iii) any other entity which is an "accredited investor" (as defined in
Regulation D under the Securities Act) which extends credit or buys loans as one
of  its  businesses including insurance companies, mutual funds, lease financing
companies  and  investment  funds  and  any  Affiliated Funds; or (iv) any other
Person  approved  by  Administrative  Agent  and Company; or (B) any Lender, any
Affiliate  of any Lender, or any Affiliated Fund of any Lender; provided that no
                                                                --------
Affiliate  of  Company  shall  be  an  Eligible  Assignee.
"Employee  Benefit Plan" means any "employee benefit plan" as defined in Section
3(3)  of  ERISA  which is or was maintained or contributed to by Company, any of
its  Subsidiaries  or  any  of  their  respective  ERISA  Affiliates.
"Environmental  Claim"  means  any  investigation,  notice, notice of violation,
claim,  action,  suit,  proceeding,  demand,  abatement  order or other order or
directive (conditional or otherwise), by any governmental authority or any other
Person,  arising  (i)  pursuant  to  or in connection with any actual or alleged
violation  of  any  Environmental  Law,  (ii)  in  connection with any Hazardous
Materials  or  any  actual  or alleged Hazardous Materials Activity, or (iii) in
connection  with any actual or alleged damage, injury, threat or harm to health,
safety,  natural  resources  or  the  environment.
"Environmental  Laws"  means any and all current or future statutes, ordinances,
orders,  rules,  regulations,  guidance  documents,  judgments,  Governmental
Authorizations,  or  any other requirements of governmental authorities relating
to  (i)  environmental  matters,  including  those  relating  to  any  Hazardous
Materials  Activity,  (ii)  the  generation,  use,  storage,  transportation  or
disposal  of  Hazardous  Materials,  or  (iii)  occupational  safety and health,
industrial  hygiene, land use or the protection of human, plant or animal health
or  welfare,  in  any manner applicable to Company or any of its Subsidiaries or
any  Facility, including the Comprehensive Environmental Response, Compensation,
and  Liability  Act  (42  U.S.C.   9601  et  seq.),  the  Hazardous  Materials
                                         --  ---
Transportation  Act  (49  U.S.C.   1801  et seq.), the Resource Conservation and
                                         -- ---
Recovery Act (42 U.S.C.   6901 et seq.), the Federal Water Pollution Control Act
                               -- ---
(33  U.S.C.   1251  et  seq.), the Clean Air Act (42 U.S.C.   7401 et seq.), the
                    --  ---                                        -- ---
Toxic  Substances  Control  Act  (15  U.S.C.   2601  et  seq.),  the  Federal
                                                     --  ---
Insecticide,  Fungicide  and  Rodenticide  Act  (7  U.S.C.  136  et  seq.),  the
                                                                 --  ---
Occupational  Safety and Health Act (29 U.S.C.   651 et seq.), the Oil Pollution
                                                     -- ---
Act  (33  U.S.C.   2701  et  seq)  and  the  Emergency  Planning  and  Community
                         -------
Right-to-Know  Act (42 U.S.C.   11001 et seq.), each as amended or supplemented,
                                      -- ---
any  analogous  present  or  future  state  or  local  statutes or laws, and any
regulations  promulgated  pursuant  to  any  of  the  foregoing.
"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
from  time  to  time,  and  any  successor  thereto.
"ERISA  Affiliate" means, as applied to any Person, (i) any corporation which is
a  member  of  a  controlled group of corporations within the meaning of Section
414(b)  of  the Internal Revenue Code of which that Person is a member; (ii) any
trade  or business (whether or not incorporated) which is a member of a group of
trades  or  businesses under common control within the meaning of Section 414(c)
of  the  Internal  Revenue  Code of which that Person is a member; and (iii) any
member  of  an  affiliated service group within the meaning of Section 414(m) or
(o) of the Internal Revenue Code of which that Person, any corporation described
in clause (i) above or any trade or business described in clause (ii) above is a
member.  Any  former ERISA Affiliate of Company or any of its Subsidiaries shall
continue  to  be  considered  an  ERISA  Affiliate of Company or such Subsidiary
within the meaning of this definition with respect to the period such entity was
an ERISA Affiliate of Company or such Subsidiary and with respect to liabilities
arising  after  such period for which Company or such Subsidiary could be liable
under  the  Internal  Revenue  Code  or  ERISA.
"ERISA  Event" means (i) a "reportable event" within the meaning of Section 4043
of  ERISA and the regulations issued thereunder with respect to any Pension Plan
(excluding  those for which the provision for 30-day notice to the PBGC has been
waived  by regulation); (ii) the failure to meet the minimum funding standard of
Section  412  of  the  Internal  Revenue  Code  with respect to any Pension Plan
(whether or not waived in accordance with Section 412(d) of the Internal Revenue
Code)  or  the  failure  to  make  by  its due date a required installment under
Section  412(m) of the Internal Revenue Code with respect to any Pension Plan or
the failure to make any required contribution to a Multiemployer Plan; (iii) the
provision  by  the  administrator  of  any  Pension  Plan  pursuant  to  Section
4041(a)(2)  of  ERISA of a notice of intent to terminate such plan in a distress
termination  described  in  Section  4041(c)  of  ERISA;  (iv) the withdrawal by
Company,  any  of  its  Subsidiaries or any of their respective ERISA Affiliates
from  any Pension Plan with two or more contributing sponsors or the termination
of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064
of  ERISA;  (v)  the  institution  by  the  PBGC of proceedings to terminate any
Pension Plan, or the occurrence of any event or condition which might constitute
grounds  under  ERISA for the termination of, or the appointment of a trustee to
administer,  any  Pension Plan; (vi) the imposition of liability on Company, any
of  its  Subsidiaries  or  any  of their respective ERISA Affiliates pursuant to
Section  4062(e)  or  4069  of  ERISA or by reason of the application of Section
4212(c)  of  ERISA;  (vii) the withdrawal of Company, any of its Subsidiaries or
any  of  their  respective  ERISA Affiliates in a complete or partial withdrawal
(within  the  meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer
Plan  if  there  is any potential liability therefor, or the receipt by Company,
any  of  its  Subsidiaries or any of their respective ERISA Affiliates of notice
from  any Multiemployer Plan that it is in reorganization or insolvency pursuant
to  Section  4241  or  4245  of  ERISA,  or  that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act
or  omission  which  could  give  rise  to the imposition on Company, any of its
Subsidiaries  or  any  of their respective ERISA Affiliates of fines, penalties,
taxes  or related charges under Chapter 43 of the Internal Revenue Code or under
Section  409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of
any  Employee  Benefit  Plan; (ix) the assertion of a material claim (other than
routine  claims  for  benefits)  against  any Employee Benefit Plan other than a
Multiemployer  Plan  or  the  assets  thereof,  or  against  Company, any of its
Subsidiaries  or any of their respective ERISA Affiliates in connection with any
Employee  Benefit  Plan; (x) receipt from the Internal Revenue Service of notice
of  the failure of any Pension Plan (or any other Employee Benefit Plan intended
to  be  qualified  under Section 401(a) of the Internal Revenue Code) to qualify
under  Section  401(a) of the Internal Revenue Code, or the failure of any trust
forming  part  of  any Pension Plan to qualify for exemption from taxation under
Section  501(a)  of  the Internal Revenue Code; or (xi) the imposition of a Lien
pursuant  to  Section  401(a)(29)  or  412(n)  of  the  Internal Revenue Code or
pursuant  to  ERISA  with  respect  to  any  Pension  Plan.
"Eurodollar  Rate  Loans"  means  Loans  bearing interest at rates determined by
reference  to  the  Adjusted  Eurodollar  Rate  as  provided in subsection 2.2A.
     "Event  of  Default"  means  each  of  the  events  set forth in Section 8.
     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended from
time  to  time,  and  any  successor  statute.
"Excluded  Guarantors"  means  Isle  of  Capri Casino Colorado, Inc., a Colorado
corporation,  and  PPI,  Inc.,  a  Florida  corporation.
"Excluded  Leases" means the leases set forth on Schedule 1.1(a) annexed hereto,
                                                 ---------------
such  leases  to  include (i) all leases existing as of the Effective Date under
which  Company  or  any of its Restricted Subsidiaries is a lessee, and (ii) all
leases replacing any of the foregoing.  In the case of (ii), such leases and the
rental  payments  in  respect of such leases shall be reasonably satisfactory to
Administrative  Agent.
"Existing  Credit  Agreement"  means  that certain Credit Agreement, dated as of
April  23,  1999,  by  and  among  Company,  the  lenders  party  thereto  and
Administrative  Agent,  as  such  Credit  Agreement  may  have  been  amended,
supplemented  or  otherwise  modified  from  time  to  time.
"Existing Subsidiaries" means the Subsidiaries of Company that were Loan Parties
as  of  the  Closing  Date  under  the  Existing  Credit  Agreement.
"Expansion  Capital  Expenditures" means any Consolidated Capital Expenditure by
Company  or  any  of its Subsidiaries which are made with respect to any Related
Business that is, or after giving effect to such expenditures will be, (a) owned
by  Company or any of its Subsidiaries, or (b) which further expands or enhances
any  Gaming  Facility  owned,  leased, operated or used by Company or any of its
Subsidiaries  existing  or under construction as of the Effective Date and which
is  not  properly  characterized  as  a  Maintenance  Capital  Expenditure.
"Facilities"  means any and all real property (including all buildings, fixtures
or  other improvements located thereon and all Gaming Facilities) now, hereafter
or  heretofore  owned,  leased,  operated  or  used  by  Company  or  any of its
Subsidiaries  or  any  of  their  respective  predecessors  or  Affiliates.
"Federal  Funds  Effective  Rate"  means, for any period, a fluctuating interest
rate  equal for each day during such period to the weighted average of the rates
on  overnight  Federal  funds  transactions  with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if such
day  is  not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is  a  Business  Day,  the  average  of  the  quotations  for  such  day on such
transactions  received  by Administrative Agent from three Federal funds brokers
of  recognized  standing  selected  by  Administrative  Agent.
"FFC  Preferred  Stock"  means all shares of preferred stock, $100 par value, of
Freedom  Financial  Corporation  owned  by  Company.
     "Financial  Plan"  has  the  meaning  assigned  to  that term in subsection
6.1(xiii).
     "First Priority" means, with respect to any Lien purported to be created in
any  Collateral  pursuant  to  any  Collateral  Document, that (i) such Lien has
priority  over  any  other  Lien  on  such  Collateral  (other  than  Permitted
Encumbrances  which  as  a  matter of statutory law have priority over any other
Lien irrespective of the prior perfection or filing of such other Lien and, with
respect  to  ships, barges and other vessels, Permitted Priority Maritime Liens)
and  (ii)  such  Lien  is  the only Lien (other than Liens permitted pursuant to
subsection  7.2)  to  which  such  Collateral  is  subject.
     "Fiscal  Quarter"  means  a  fiscal  quarter  of  any  Fiscal  Year.
     "Fiscal  Year"  means  the  fiscal  year of Company and its Subsidiaries as
determined on the basis of a four consecutive Fiscal Quarter period where (x) in
the  case  of  every  Fiscal  Year other than a Fiscal Year ending during a leap
year, each such Fiscal Quarter consists of two four-week monthly periods and one
five-week  monthly  period  or thirteen total weeks for each such Fiscal Quarter
and such Fiscal Year shall consist of a total of fifty-two weeks, and (y) in the
case  of  a  Fiscal Year ending during a leap year, each of the first three such
Fiscal  Quarters shall be for a period of thirteen total weeks and the last such
Fiscal  Quarter  shall be for a period of fourteen total weeks consisting of one
four-week  monthly period and two five-week monthly periods and such Fiscal Year
shall  consist  of  a total of fifty-three weeks; provided that Fiscal Year 2000
                                                  --------
shall  end  on  April  30,  2000.
"Flood Hazard Property" means a Mortgaged Property located in an area designated
by  the Federal Emergency Management Agency as having special flood or mud slide
hazards.
"Funding  and  Payment  Office" means (i) the office of Administrative Agent and
Swing  Line Lender located at CIBC, 425 Lexington Avenue, New York, NY 10017, or
(ii) such other office of Administrative Agent and Swing Line Lender as may from
time  to  time  hereafter be designated as such in a written notice delivered by
Administrative  Agent  and  Swing  Line  Lender  to  Company  and  each  Lender.
     "Funding  Date"  means  the  date  of  the  funding  of  a  Loan.
     "GAAP"  means,  subject  to  the limitations on the application thereof set
forth  in  subsection 1.2, generally accepted accounting principles set forth in
opinions  and  pronouncements of the Accounting Principles Board of the American
Institute  of  Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board or in such other statements by such
other  entity  as  may  be  approved  by a significant segment of the accounting
profession,  in  each case as the same are applicable to the circumstances as of
the  date  of  determination.
"Gaming  Authority"  means  any  governmental  agency, authority, board, bureau,
commission,  department,  office  or  instrumentality  that  holds  regulatory,
licensing  or  permit  authority  over  gambling,  gaming  or  Gaming  Facility
activities  conducted  by  Company  or  any  of  its  Subsidiaries  within  its
jurisdiction.
"Gaming  Authorizations"  means  any  and  all  Governmental  Authorizations (i)
necessary  to  enable Company or any of its Restricted Subsidiaries to engage in
the  casino,  gambling  or  gaming business or otherwise continue to conduct its
business  as  it  is  conducted  on  the Effective Date, or (ii) required by any
Gaming  Authority  or  under  any  Gaming  Law.
"Gaming  Facility"  means  any gaming establishment and other property or assets
directly  ancillary  thereto or used in connection therewith, including, without
limitation,  any  casinos,  hotels,  resorts,  race  tracks,  theaters,  parking
facilities,  recreational  vehicle  parks,  timeshare  operations, retail shops,
restaurants,  other  buildings,  land,  golf  courses  and  other recreation and
entertainment facilities, marinas, vessels, barges, ships and related equipment.
"Gaming  Laws"  means  all  statutes,  rules,  regulations,  ordinances,  codes,
administrative or judicial orders or decrees or other laws pursuant to which any
Gaming  Authority  possesses  regulatory,  licensing  or  permit  authority over
gambling,  gaming  or  Gaming Facility activities conducted by Company or any of
its  Subsidiaries  within  its  jurisdiction.
"Gemini"  means  Gemini,  Inc.,  a  Nevada  corporation.
"Governmental  Authorization"  means  any  permit, license, authorization, plan,
directive,  consent  order  or  consent  decree of or from any federal, state or
local  governmental  authority,  agency  or  court  or  any  Gaming  Authority.
"Hazardous  Materials" means (i) any chemical, material or substance at any time
defined  in  any  Environmental  Law  or  as  or  included  in the definition of
"hazardous  substances",  "hazardous  wastes", "hazardous materials", "extremely
hazardous  waste",  acutely hazardous waste", "radioactive waste", "biohazardous
waste",  "pollutant",  "toxic  pollutant",  "contaminant", "restricted hazardous
waste", "infectious waste", "toxic substances",  or any other term or expression
intended  to define, list or classify substances by reason of properties harmful
to  health,  safety  or  the  indoor  or  outdoor environment (including harmful
properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,
toxicity,  reproductive  toxicity,  "TCLP toxicity" or "EP toxicity" or words of
similar  import  under  any  applicable  Environmental  Laws);  (ii)  any  oil,
petroleum, petroleum fraction or petroleum derived substance; (iii) any drilling
fluids,  produced  waters  and  other  wastes  associated  with the exploration,
development  or  production  of  crude oil, natural gas or geothermal resources;
(iv) any flammable substances or explosives; (v) any radioactive materials; (vi)
any  asbestos-containing  materials;  (vii)  urea  formaldehyde foam insulation;
(viii)  electrical  equipment  which  contains  any  oil  or  dielectric  fluid
containing  polychlorinated  biphenyls;  (ix)  pesticides;  and  (x)  any  other
chemical,  material  or  substance,  exposure to which is prohibited, limited or
regulated  by  any governmental authority or which may or could pose a hazard to
the health and safety of the owners, occupants or any Persons in the vicinity of
any  Facility  or  to  the  indoor  or  outdoor  environment.
"Hazardous  Materials  Activity" means any past, current, proposed or threatened
activity,  event  or occurrence involving any Hazardous Materials, including the
use,  manufacture,  possession, storage, holding, presence, existence, location,
Release,  threatened  Release, discharge, placement, generation, transportation,
processing,  construction, treatment, abatement, removal, remediation, disposal,
disposition or handling of any Hazardous Materials, and any corrective action or
response  action  with  respect  to  any  of  the  foregoing.
"Hedge  Agreement"  means  (i)  any  Interest  Rate  Agreement designed to hedge
against  fluctuations  in  interest  rates,  (ii) any foreign exchange contract,
currency  swap  agreement,  futures  contract, option contract, synthetic cap or
other  similar  agreement  or  arrangement  to  which  Company  or  any  of  its
Subsidiaries  is  a  party  designed  to  hedge against fluctuations in currency
values,  and (iii) any other agreement or arrangement to which Company or any of
its  Subsidiaries  is a party which hedges against or is based upon fluctuations
in  the  value  of  the  equity  Securities of any Person, or any equity forward
agreements  or  similar  agreements  or  arrangements.
"ICBH"  means  Isle  of  Capri  Black  Hawk L.L.C., a Colorado limited liability
company.
"Increasing  Lender"  has  the  meaning  assigned  to  that  term  in subsection
2.1A(vi).
"Indebtedness",  as  applied  to  any  Person,  means  (i)  all indebtedness for
borrowed  money, (ii) that portion of obligations with respect to Capital Leases
that is properly classified as a liability on a balance sheet in conformity with
GAAP,  (iii) notes payable and drafts accepted representing extensions of credit
whether  or not representing obligations for borrowed money, (iv) any obligation
owed  for all or any part of the deferred purchase price of property or services
(excluding  any  such obligations incurred under ERISA), which purchase price is
(a)  due  more  than six months from the date of incurrence of the obligation in
respect  thereof  or  (b) evidenced by a note or similar written instrument, and
(v)  all indebtedness secured by any Lien on any property or asset owned or held
by that Person regardless of whether the indebtedness secured thereby shall have
been  assumed  by  that  Person  or is nonrecourse to the credit of that Person.
Obligations  under  Interest Rate Agreements constitute (X) in the case of Hedge
Agreements, Contingent Obligations, and (Y) in all other cases, Investments, and
in  neither  case  constitute  Indebtedness.
     "Indemnitee"  has  the  meaning  assigned  to that term in subsection 10.3.
"Information  Systems  and  Equipment" means all computer hardware, firmware and
software,  as  well  as  other  information processing systems, or any equipment
containing  embedded microchips, whether directly or indirectly owned, licensed,
leased,  operated or otherwise controlled by Company or any of its Subsidiaries,
including through third-party service providers, and which, in whole or in part,
are  used,  operated,  relied  upon  or  integral  to  Company's  or  any of its
Subsidiaries'  conduct  of  their  businesses.
     "Intellectual  Property"  means  all  patents,  trademarks,  tradenames,
copyrights,  technology,  know-how  and  processes  used in or necessary for the
conduct  of  the business of Company and its Subsidiaries as currently conducted
that  are  material  to  the  condition  (financial  or  otherwise), business or
operations  of  Company  and  its  Subsidiaries,  taken  as  a  whole.
"Interest  Payment  Date" means (i) with respect to any Base Rate Loan, the last
Business  Day  of  each  March,  June,  September  and  December  of  each year,
commencing  on  the  first such date to occur after the Effective Date, and (ii)
with  respect  to any Eurodollar Rate Loan, the last day of each Interest Period
applicable  to  such  Loan; provided that in the case of each Interest Period of
                            --------
six  months  "Interest  Payment  Date" shall also include the date that is three
months  after  the  commencement  of  such  Interest  Period.
     "Interest Period" has the meaning assigned to that term in subsection 2.2B.
     "Interest  Rate Agreement" means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement or
arrangement  to  which  Company  or  any  of  its  Subsidiaries  is  a  party.
"Interest  Rate  Determination Date" means, with respect to any Interest Period,
the  second  Business  Day  prior  to  the  first  day  of such Interest Period.
"Internal  Revenue  Code" means the Internal Revenue Code of 1986, as amended to
the  date  hereof  and  from  time to time hereafter, and any successor statute.
"Investment"  means  (i) any direct or indirect purchase or other acquisition by
Company  or  any  of its Restricted Subsidiaries of, or of a beneficial interest
in,  any  Securities  of any other Person (including any Subsidiary of Company),
(ii)  any  direct  or  indirect  redemption,  retirement,  purchase  or  other
acquisition  for  value, by any Restricted Subsidiary of Company from any Person
other  than  Company  or  any  of  its  Restricted  Subsidiaries,  of any equity
Securities of such Subsidiary, (iii) any direct or indirect loan, advance (other
than  advances  to  employees  for  moving,  entertainment  and travel expenses,
drawing accounts and similar expenditures in the ordinary course of business) or
capital  contribution  by  Company  or any of its Restricted Subsidiaries to any
other  Person  (other  than  a  wholly-owned  domestic  Restricted Subsidiary of
Company),  including  all  Indebtedness  and accounts receivable from that other
Person  that  are  not  current assets or did not arise from sales to that other
Person  in the ordinary course of business, or (iv) Interest Rate Agreements not
constituting  Hedge Agreements. The amount of any Investment shall be the excess
of  (x)  the original cost of such Investment plus (y) the cost of all additions
                                              ----
thereto,  without  any  adjustments  for  increases  or  decreases  in value, or
write-ups,  write-downs  or write-offs with respect to such Investment, over (z)
the  aggregate  amount  of  all  distributions  of  Cash  or  Cash  Equivalents
constituting  a  return  of  capital  on  such  Investment.
"IP  Collateral"  means, collectively, the Collateral consisting of Intellectual
Property  under  the  Company  Security  Agreement  and  the Subsidiary Security
Agreements.
"Issuing  Lender"  has  the meaning assigned to that term in the introduction to
this  Agreement and also means any Lender which agrees or is otherwise obligated
to  issue  a  Letter  of  Credit, determined as provided in subsection 3.1B(ii).
"Joint Venture" means a joint venture, partnership or other similar arrangement,
whether in corporate, partnership or other legal form; provided that in no event
                                                       --------
shall any corporate Subsidiary of any Person be considered to be a Joint Venture
to  which  such  Person  is  a  party.
"Kansas  City Project" means the acquisition by Company or any of its Restricted
Subsidiaries of certain assets of the Flamingo Hilton Riverboat Casino in Kansas
City,  Missouri  (including  the  casino  vessel, parking garage and all related
gaming  equipment) and the re-theming of such gaming facilities by Company after
the  acquisition.
"Lady  Luck"  means  Lady  Luck  Gaming  Corporation,  a  Delaware  corporation.
"Lady Luck Acquisition" has the meaning assigned to that term in the Recitals to
this  Agreement.
"Lady  Luck  Common Stock" has the meaning assigned to that term in the Recitals
to  this  Agreement.
"Lady  Luck  Mortgage  Notes"  means  the 11-7/8% First Mortgage Notes due 2001.
"Lake  Charles  Gaming  Facilities"  means  the Gaming Facilities owned, leased,
operated  or  used  by  Company or its Restricted Subsidiaries in Westlake (near
Lake  Charles),  Louisiana.
"Lake  Charles  Leasehold  Property"  means  the  approximately  16.25  acres of
Leasehold Property leased in Calcasieu Parish, Louisiana, and used in connection
with  the  Isle  of  Capri  Casino  and Hotel located at the Lake Charles Gaming
Facilities.
"Lake  Charles  Project"  means  the  construction  of an approximately 250-room
waterfront  deluxe  hotel  with  convention space and restaurants located at the
Lake  Charles  Gaming  Facilities.
"Landlord Consent and Estoppel" means (x) with respect to any Leasehold Property
(other  than  the  Biloxi  Leasehold  Property  and  the  Lake Charles Leasehold
Property),  a letter, certificate or other instrument in writing from the lessor
under  the  related  lease, satisfactory in form and substance to Administrative
Agent,  pursuant  to which such lessor agrees, for the benefit of Administrative
Agent, (i) that without any further consent of such lessor or any further action
on  the  part  of the Loan Party holding such Leasehold Property, such Leasehold
Property  may  be  encumbered  pursuant to a Mortgage and may be assigned to the
purchaser  at a foreclosure sale or in a transfer in lieu of such a sale (and to
a  subsequent  third  party  assignee if Administrative Agent, any Lender, or an
Affiliate  of either so acquires such Leasehold Property), (ii) that such lessor
shall  not  terminate  such  lease  as  a result of a default by such Loan Party
thereunder  without first giving Administrative Agent notice of such default and
at  least  60  days  (or,  if  such  default  cannot  reasonably  be  cured  by
Administrative Agent within such period, such longer period as may reasonably be
required) to cure such default, and (iii) to such other matters relating to such
Leasehold  Property as Administrative Agent may reasonably request, and (y) with
respect  to  the  Biloxi  Leasehold  Property  and  the  Lake  Charles Leasehold
Property,  a  letter, certificate or other instrument in writing from the lessor
under  the  related  lease,  in  each  case  in  form  and  substance reasonably
satisfactory  to  Administrative  Agent.
"Las Vegas Acquisition" has the meaning assigned to that term in the Recitals to
this  Agreement.
"Las  Vegas  Facility"  has the meaning assigned to that term in the Recitals to
this  Agreement.
"Las  Vegas Purchase Agreement" means that certain Amended and Restated Purchase
Agreement dated as of August 31, 1999 by and among Lady Luck, Gemini, Marco Polo
and  Andrew  H. Tompkins, as amended by that certain first amendment dated as of
October 5, 1999, and as such purchase agreement may be further amended from time
to  time  to  the  extent  permitted  under  subsection  7.15A.
"Lead  Arranger"  has  the  meaning assigned to that term in the introduction to
this  Agreement.
"Leasehold  Property"  means  any leasehold interest of any Loan Party as lessee
under  any  lease  of  real  property.
"Lender"  and  "Lenders" means the Persons identified as "Lenders" and listed on
the  signature  pages  of  this  Agreement,  together  with their successors and
permitted  assigns  pursuant  to  subsection  10.1, and the term "Lenders" shall
include  Swing  Line Lender unless the context otherwise requires; provided that
                                                                   --------
the  term  "Lenders", when used in the context of a particular Commitment, shall
mean  Lenders  having  that  Commitment.
"Letter of Credit" or "Letters of Credit" means Standby Letters of Credit issued
or  to  be  issued  by  Issuing  Lenders  for the account of Company pursuant to
subsection  3.1.
"Letter  of Credit Usage" means, as at any date of determination, the sum of (i)
the maximum aggregate amount which may be drawn under all Letters of Credit then
outstanding  plus  (ii)  the  aggregate  amount of all drawings under Letters of
             ----
Credit  honored  by Issuing Lenders and not theretofore reimbursed by Company in
any  manner,  either directly or out of the proceeds of Revolving Loans pursuant
to  subsection  3.3B.
"License Revocation" means the revocation, failure to renew or suspension of, or
the  appointment  of a receiver, supervisor or similar official with respect to,
any  casino,  gambling or gaming license issued by any Gaming Authority covering
any  Gaming Facility or other gaming facility owned, leased, operated or used by
Company  or  any  of  its  Subsidiaries.
"Lien"  means  any  lien,  mortgage, ship mortgage, pledge, assignment, security
interest,  charge  or encumbrance of any kind (including any conditional sale or
other  title  retention  agreement,  any  lease  in  the nature thereof, and any
agreement  to  give  any  security  interest)  and  any  option,  trust or other
preferential  arrangement  having  the practical effect of any of the foregoing.
"Loan"  or "Loans" means one or more of the Term Loans, Revolving Loans or Swing
Line  Loans  or  any  combination  thereof.
"Loan Documents" means this Agreement, the Notes, the Letters of Credit (and any
applications for, or reimbursement agreements or other documents or certificates
executed  by  Company  in favor of an Issuing Lender relating to, the Letters of
Credit),  the  Subsidiary  Guaranty  and  the  Collateral  Documents.
"Loan  Party"  means each of Company and any of Company's Subsidiaries from time
to  time  executing  a Loan Document, and "Loan Parties" means all such Persons,
collectively.
"Maintenance  Capital  Expenditures" means any Consolidated Capital Expenditures
by  Company  or  any  of its Subsidiaries which are made to maintain, restore or
refurbish  the  condition  or  usefulness  of  property of Company or any of its
Subsidiaries,  or  otherwise  to  support  the  continuation  of  such  Person's
day-to-day  operations  as then conducted, but which are not properly chargeable
to repairs and maintenance in accordance with GAAP; provided, however, that such
                                                    --------  -------
term  shall  not  include  any  Consolidated Capital Expenditures to restore the
condition  or  usefulness  of  property  to  the  extent  funded  from  Net
Insurance/Condemnation  Proceeds delivered to Company or any of its Subsidiaries
in  accordance  with  the  terms  of  the  Loan  Documents.
"Marco  Polo"  means  International  Marco  Polo's  Services,  Inc.,  a  Nevada
corporation.
"Margin  Determination  Certificate"  means  an Officer's Certificate of Company
delivered (a) with respect to each Fiscal Quarter (other than each fourth Fiscal
Quarter), with the financial statements required pursuant to subsection 6.1(ii),
and  (b)  with  respect  to each fourth Fiscal Quarter, within 50 days after the
last  day  of such fourth Fiscal Quarter, setting forth in reasonable detail the
Consolidated  Total Leverage Ratio which is applicable as of the last day of the
fiscal  period for which such financial statements and Officer's Certificate are
being  delivered;  provided  that  each  Margin  Determination Certificate to be
                   --------
delivered  pursuant  to  subdivision  (a) above shall be included as part of the
Compliance  Certificate  for  each  such  Fiscal  Quarter.
"Margin  Reset  Date"  means  (a)  September  2,  2000, and (b) thereafter, each
January  1,  April 1, July 1 and October 1 of each year commencing on January 1,
2001.
"Margin  Stock"  has  the  meaning  assigned to that term in Regulation U of the
Board of Governors of the Federal Reserve System as in effect from time to time.
"Marquette  Gaming  Facilities"  means  the  Gaming  Facilities  owned,  leased,
operated  or  used by Company or its Restricted Subsidiaries in Marquette, Iowa,
including the vessel Miss Marquette having Official No. 950558, built in 1989 at
Freeport,  Florida.
"Material Adverse Effect" means (i) a material adverse effect upon the business,
operations,  properties, assets, condition (financial or otherwise) or prospects
of  Company  and its Subsidiaries taken as a whole or (ii) the impairment of the
ability  of  Company  and  its  Subsidiaries  taken as a whole to perform, or of
Administrative  Agent  or  Lenders  to  enforce,  the  Obligations.
"Material  Contract" means any contract or other arrangement to which Company or
any  of  its  Subsidiaries  is a party (other than the Loan Documents) for which
breach,  nonperformance,  cancellation  or  failure to renew could reasonably be
expected  to  have  a  Material  Adverse  Effect.
"Material  Leasehold  Property" means a Leasehold Property reasonably determined
by  Administrative  Agent  to  be of material value as Collateral or of material
importance  to  the  operations  of  Company  or  any  of  its  Subsidiaries.
"Material Subsidiary" means each Subsidiary of Company now existing or hereafter
acquired or formed by Company which, on a consolidated basis for such Subsidiary
and  its  Subsidiaries,  (i)  for the most recent Fiscal Year accounted for more
than  2.5%  of the consolidated revenues of Company and its Subsidiaries or (ii)
as  at  the  end  of  such  Fiscal  Year, was the owner of more than 2.5% of the
consolidated  assets  of  Company  and  its  Subsidiaries.
"Merger"  means  the merger of Merger Sub with and into Lady Luck with Lady Luck
as  the  surviving  corporation.
"Merger  Agreement"  means that certain Agreement and Plan of Merger dated as of
October  5,  1999 among Company, Merger Sub and Lady Luck, as such agreement may
be  amended  from  time  to time to the extent permitted under subsection 7.15A.
"Merger  Sub"  means  Isle Merger Corp., a Delaware corporation and wholly-owned
Subsidiary  of  Company.
"Miss  Marquette  Credit  Agreement"  means  that  certain  $16,300,000  Credit
Agreement  dated  as  of  October  5,  1999  between  Gamblers Supply Management
Company,  a  South  Dakota  corporation, as borrower, and Company, as lender, as
such  agreement  may  have  been  amended  from  time  to  time.
"Miss  Marquette  Stock  Purchase  Agreement"  means that certain Stock Purchase
Agreement  dated as of July 30, 1999 by and among Lady Luck, Sodak Gaming, Inc.,
a  South  Dakota  corporation,  and  Lady  Luck  Marquette,  Inc.,  a  Delaware
corporation  (formerly  Gamblers  Supply  Management  Company,  a  South  Dakota
corporation),  as  such agreement may be amended from time to time to the extent
permitted  under  subsection  7.15A.
"Mortgage"  means  (i)  a  security  instrument (whether designated as a deed of
trust  or a mortgage or by any similar title) executed and delivered by any Loan
Party,  substantially in such form as may be approved by Administrative Agent in
its  reasonable  discretion,  in  each  case with such changes thereto as may be
reasonably  recommended  by  Administrative  Agent's  or Company's local counsel
based  on  local laws or customary local mortgage or deed of trust practices, or
(ii)  at  Administrative  Agent's option, in the case of an Additional Mortgaged
Property  (as  defined in subsection 6.9), an amendment to an existing Mortgage,
in  form reasonably satisfactory to Administrative Agent, adding such Additional
Mortgaged  Property  to  the  Real  Property  Assets encumbered by such existing
Mortgage,  in  either  case  as  such  security  instrument  or amendment may be
amended,  supplemented  or  otherwise  modified  from time to time.  "Mortgages"
means  all  such instruments, including the Effective Date Mortgages (as defined
in  subsection  4.1I(i))  and any Additional Mortgages (as defined in subsection
6.9B(i)),  collectively.
"Mortgaged  Property"  means an Effective Date Mortgaged Property (as defined in
subsection  4.1I(i))  or  an  Additional  Mortgaged  Property  (as  defined  in
subsection  6.9B).
"Multiemployer  Plan"  means any Employee Benefit Plan which is a "multiemployer
plan"  as  defined  in  Section  3(37)  of  ERISA.
"Natchez  Gaming Facilities" means the Gaming Facilities owned, leased, operated
or  used by Company or its Restricted Subsidiaries in the City of Natchez, Adams
County,  Mississippi.
"Net  Asset  Sale Proceeds" means, with respect to any Asset Sale, Cash payments
(including  any  Cash  received  by  way  of deferred payment pursuant to, or by
monetization  of,  a  note  receivable  or  otherwise,  but  only as and when so
received)  received  from  such  Asset  Sale,  net of any bona fide direct costs
incurred  in  connection  with  such  Asset  Sale,  including  (i)  income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset  Sale  as  a  result  of any gain recognized in connection with such Asset
Sale,  (ii)  payment of the outstanding principal amount of, premium or penalty,
if  any, and interest on any Indebtedness (other than the Loans) that is secured
by  a  Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale, and (iii) any reasonable
brokerage  fees,  commissions  and other similar expenses relating to such Asset
Sale.
"Net  Insurance/Condemnation  Proceeds"  means  any  Cash  payments  or proceeds
received  by  Company  or  any  of  its  Subsidiaries  (i)  under  any  business
interruption  or  casualty  insurance  policy  in  respect  of  a  covered  loss
thereunder  or (ii) as a result of the taking of any assets of Company or any of
its  Subsidiaries  by  any  Person  pursuant  to  the  power  of eminent domain,
condemnation  or  otherwise,  or  pursuant  to  a  sale  of any such assets to a
purchaser with such power under threat of such a taking, in each case net of any
actual  and  reasonable  documented  costs  incurred  by  Company  or any of its
Subsidiaries  in  connection  with the adjustment or settlement of any claims of
Company  or  such  Subsidiary  in  respect  thereof.
"New  Facilities"  means  all  Facilities  acquired  by  Company  or  any of its
Subsidiaries  after  the  Closing  Date.
"New  Lender"  has  the  meaning  assigned  to that term in subsection 2.1A(vi).
"New  Loan  Party"  means  each  Subsidiary of Company identified as a "New Loan
Party"  on  Schedule  5.1  annexed  hereto.
            -------------
"Non-Recourse  Debt"  means Indebtedness (i) as to which neither Company nor any
of  its  Restricted Subsidiaries (a) provides any guarantee or credit support of
any  kind (including any undertaking, guarantee, indemnity, keepwell or makewell
agreement  or  instrument that would constitute Indebtedness) or (b) is directly
or  indirectly  liable  (as  a guarantor or otherwise), and (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement  action  against  an  Unrestricted  Subsidiary)  would  permit (upon
notice,  lapse  of time or both) any holder of any other Indebtedness of Company
or  any  of  its  Restricted  Subsidiaries to declare a default under such other
Indebtedness  or cause the payment thereof to be accelerated or payable prior to
its  stated  maturity.
"Notes"  means one or more of the Term Notes, Revolving Notes or Swing Line Note
or  any  combination  thereof.
"Notice  of  Borrowing"  means  a  notice substantially in the form of Exhibit I
                                                                       ---------
annexed  hereto  delivered  by  Company  to  Administrative  Agent  pursuant  to
subsection  2.1B  with  respect  to  a  proposed  borrowing.
"Notice  of Conversion/Continuation" means a notice substantially in the form of
Exhibit  II annexed hereto delivered by Company to Administrative Agent pursuant
-----------
to  subsection 2.2D with respect to a proposed conversion or continuation of the
applicable  basis  for  determining  the interest rate with respect to the Loans
specified  therein.
"Notice  of  Issuance  of  Letter of Credit" means a notice substantially in the
form  of Exhibit III annexed hereto delivered by Company to Administrative Agent
         -----------
pursuant to subsection 3.1B(i) with respect to the proposed issuance of a Letter
of  Credit.
"Obligations" means all obligations of every nature of each Loan Party from time
to  time  owed  to  Administrative  Agent, Lenders or any of them under the Loan
Documents, whether for principal, interest, reimbursement of amounts drawn under
Letters  of  Credit,  fees,  expenses,  indemnification  or  otherwise.
"Officer's  Certificate"  means,  as  applied  to any corporation, a certificate
executed  on  behalf  of  such  corporation  by its chairman of the board (if an
officer)  or  its president or one of its vice presidents or its chief financial
officer  or  its  treasurer.
"Operating  Lease"  means, as applied to any Person, any lease (including leases
that may be terminated by the lessee at any time) of any property (whether real,
personal  or  mixed) that is not a Capital Lease other than any such lease under
which  that  Person  is  the  lessor.
     "PBGC"  means  the  Pension  Benefit  Guaranty Corporation or any successor
thereto.
     "Pension  Plan" means any Employee Benefit Plan, other than a Multiemployer
Plan,  which  is  subject to Section 412 of the Internal Revenue Code or Section
302  of  ERISA.
"Permitted  Encumbrances" means the following types of Liens (excluding any such
Lien  imposed  pursuant  to Section 401(a)(29) or 412(n) of the Internal Revenue
Code  or  by  ERISA, any such Lien relating to or imposed in connection with any
Environmental  Claim,  and  any such Lien expressly prohibited by any applicable
terms  of  any  of  the  Collateral  Documents):
(i)     Liens  for  taxes,  assessments  or  governmental  charges or claims the
payment  of  which  is  not,  at  the  time,  required  by  subsection  6.3;
(ii)     statutory  Liens  of  landlords, statutory Liens of banks and rights of
set-off,  statutory  Liens  of  carriers,  warehousemen,  mechanics,  repairmen,
workmen  and  materialmen, and other Liens imposed by law, in each case incurred
in  the  ordinary  course of business (a) for amounts not yet overdue or (b) for
amounts that are overdue and that (in the case of any such amounts overdue for a
period  in  excess  of  5 days) are being contested in good faith by appropriate
proceedings,  so  long  as (1) such reserves or other appropriate provisions, if
any,  as  shall  be required by GAAP shall have been made for any such contested
amounts,  and  (2)  in  the  case  of  a Lien with respect to any portion of the
Collateral,  such  contest  proceedings conclusively operate to stay the sale of
any  portion  of  the  Collateral  on  account  of  such  Lien;
(iii)     Liens  incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety  and  appeal  bonds, bids, leases, government contracts, trade contracts,
performance  and  return-of-money bonds and other similar obligations (exclusive
of  obligations  for  the payment of borrowed money), so long as no foreclosure,
sale  or  similar proceedings have been commenced with respect to any portion of
the  Collateral  on  account  thereof;
(iv)     any  attachment  or  judgment Lien not constituting an Event of Default
under  subsection  8.8;
(v)     leases  or  subleases  granted  to  third parties in accordance with any
applicable terms of the Collateral Documents and not interfering in any material
respect  with  the  ordinary  conduct  of  the business of Company or any of its
Subsidiaries  or  resulting  in  a  material  diminution  in  the  value  of any
Collateral  as  security  for  the  Obligations;
(vi)     easements,  rights-of-way,  navigational  servitudes,  restrictions,
encroachments,  and other minor defects or irregularities in title, in each case
which  do  not  and will not interfere in any material respect with the ordinary
conduct  of  the  business  of Company or any of its Subsidiaries or result in a
material  diminution  in  the  value  of  any  Collateral  as  security  for the
Obligations;
(vii)     any  (a)  interest  or  title of a lessor or sublessor under any lease
permitted by subsection 7.9, (b) restriction or encumbrance that the interest or
title of such lessor or sublessor may be subject to, or (c) subordination of the
interest  of  the  lessee  or  sublessee  under such lease to any restriction or
encumbrance  referred  to  in the preceding clause (b), so long as the holder of
such restriction or encumbrance agrees to recognize the rights of such lessee or
sublessee  under  such  lease;
(viii)     Liens arising from filing UCC financing statements relating solely to
leases  permitted  by  this  Agreement;
(ix)     Liens  in  favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation of
goods;
(x)     any  zoning  or  similar  law  or  right  reserved  to  or vested in any
governmental  office  or  agency  to  control  or  regulate  the use of any real
property;
(xi)     Liens  securing  obligations  (other  than  obligations  representing
Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements  entered  into  in the ordinary course of business of Company and its
Subsidiaries;
(xii)     licenses of patents, trademarks and other intellectual property rights
granted by Company or any of its Subsidiaries in the ordinary course of business
and  not  interfering  in  any material respect with the ordinary conduct of the
business  of  Company  or  such  Subsidiary;  and
(xiii)     Permitted  Priority  Maritime  Liens.
     "Permitted  Equity  Holders"  means (a) Bernard Goldstein, his wife and his
three adult sons, and (b) Valley Corporation, an Iowa corporation, so long as it
remains  an  Affiliate  of  Bernard  Goldstein, his wife and/or any of his three
adult  sons.
"Permitted  Priority  Maritime  Liens"  means maritime Liens on ships, barges or
other  vessels  for  wages  of  a  stevedore, when employed directly by a Person
listed  in 46 U.S.C.   31341, crew's wages, salvage and general average, whether
now  existing  or  hereafter  arising  and  other  maritime Liens which arise by
operation  of  law  during  the normal operations of such ships, barges or other
vessels  which (a) are paid in the ordinary course of business, and (b) have not
been  recorded on the General Index or Abstract of Title (U.S.C.G. 1332) of such
ships,  barges  or  other  vessels  or  judicially  asserted.
"Person" means and includes natural persons, corporations, limited partnerships,
general  partnerships,  limited  liability  companies,  limited  liability
partnerships,  joint  stock  companies, Joint Ventures, associations, companies,
trusts,  banks,  trust  companies,  land  trusts,  business  trusts  or  other
organizations,  whether or not legal entities, and governments (whether federal,
state  or  local,  domestic  or  foreign,  and  including political subdivisions
thereof)  and  agencies  or  other  administrative or regulatory bodies thereof.
"Pledged Collateral" means, collectively, the "Pledged Collateral" as defined in
the  Company  Pledge  Agreement  and  the  Subsidiary  Pledge  Agreements.
"Pompano  Park"  means  the Gaming Facilities owned, leased, operated or used by
Company  and  its  Subsidiaries  in  Pompano  Beach,  Florida.
"Potential  Event  of  Default" means a condition or event that, after notice or
lapse  of  time  or  both,  would  constitute  an  Event  of  Default.
"Primary  Acquisition"  has the meaning assigned to that term in the Recitals to
this  Agreement.
     "Pro  Rata  Share"  means
     (i)     with  respect  to  all  payments,  computations  and  other matters
relating to the Tranche A Term Loan Commitment or the Tranche A Term Loan of any
Lender, the percentage obtained by dividing (x) the Tranche A Term Loan Exposure
                                   --------
of that Lender by (y) the aggregate Tranche A Term Loan Exposure of all Lenders;
               --
(ii)     with  respect  to all payments, computations and other matters relating
to  the Tranche B Term Loan Commitment or the Tranche B Term Loan of any Lender,
the percentage obtained by dividing (x) the Tranche B Term Loan Exposure of that
                           --------
Lender  by  (y)  the  aggregate  Tranche  B  Term  Loan Exposure of all Lenders;
        --
(iii)     with  respect to all payments, computations and other matters relating
to  the Tranche C Term Loan Commitment or the Tranche C Term Loan of any Lender,
the percentage obtained by dividing (x) the Tranche C Term Loan Exposure of that
                           --------
Lender  by  (y)  the  aggregate  Tranche  C  Term  Loan Exposure of all Lenders;
        --
(iv)     with  respect  to all payments, computations and other matters relating
to  the  Revolving  Loan  Commitment or the Revolving Loans of any Lender or any
Letters  of  Credit  issued or participations therein purchased by any Lender or
any  participations  in  any  Swing  Line  Loans  purchased  by  any Lender, the
percentage  obtained  by dividing (x) the Revolving Loan Exposure of that Lender
                         --------
by  (y)  the  aggregate  Revolving  Loan  Exposure  of  all  Lenders;  and
 -
(v)     for  all  other  purposes  with  respect  to each Lender, the percentage
obtained  by  dividing  (x)  the sum of the Tranche A Term Loan Exposure of that
              --------
Lender  plus  the Tranche B Term Loan Exposure of that Lender plus the Tranche C
        ----                                                  ----
Term  Loan  Exposure  of  that  Lender  plus the Revolving Loan Exposure of that
                                        ----
Lender  by  (y)  the  sum  of  the aggregate Tranche A Term Loan Exposure of all
        --
Lenders  plus the aggregate Tranche B Term Loan Exposure of all Lenders plus the
         ----                                                           ----
aggregate  Tranche  C  Term  Loan  Exposure  of  all  Lenders plus the aggregate
                                                              ----
Revolving  Loan  Exposure  of  all  Lenders,  in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to subsection 10.1.
     The  initial  Pro Rata Share of each Lender for purposes of each of clauses
(i)  through (v) above is set forth opposite the name of that Lender in Schedule
                                                                        --------
2.1  annexed  hereto.
---
"PTO"  means  the  United States Patent and Trademark Office or any successor or
substitute  office  in  which  filings  are  necessary  or,  in  the  opinion of
Administrative  Agent,  desirable  in order to create or perfect Liens on any IP
Collateral.
"Real  Estate  Options"  means  (i)  all  options  held  by Company, directly or
indirectly,  on  the  Effective  Date, and (ii) all options acquired by Company,
directly  or  indirectly,  after the Effective Date, in each case to purchase or
lease land with an aggregate cost to Company and its Restricted Subsidiaries not
to  exceed  $5,000,000.
"Real  Property  Asset"  means,  at any time of determination, any interest then
owned  by  any  Loan  Party  in  any  real  property.
"Recorded Leasehold Interest" means a Leasehold Property with respect to which a
Record  Document  (as  hereinafter  defined)  has  been  recorded  in all places
necessary  or  desirable, in Administrative Agent's reasonable judgment, to give
constructive  notice  of  such  Leasehold Property to third-party purchasers and
encumbrancers  of  the affected real property.  For purposes of this definition,
the  term  "Record  Document" means, with respect to any Leasehold Property, (a)
the  lease  evidencing such Leasehold Property or a memorandum thereof, executed
and  acknowledged  by the owner of the affected real property, as lessor, or (b)
if  such  Leasehold  Property  was  acquired  or  subleased from the holder of a
Recorded  Leasehold  Interest,  the  applicable assignment or sublease document,
executed  and  acknowledged  by  such holder, in each case in form sufficient to
give  such constructive notice upon recordation and otherwise in form reasonably
satisfactory  to  Administrative  Agent.
"Redemption"  has  the  meaning  assigned  to  that term in the Recitals to this
Agreement.
"Reference  Rate"  means  the  rate that CIBC announces from time to time as its
prime  lending  rate,  as  in  effect  from  time  to  time.
"Refinanced  Indebtedness"  means  the  Indebtedness  (including any accrued but
unpaid  interest  thereon  and  any  premiums  and  penalties  relating thereto)
identified  as  "Refinanced  Indebtedness"  on  Schedule  4.1G  annexed  hereto,
                                                --------------
including,  without limitation, (i) the Lady Luck Mortgage Notes, which shall be
called  and  repaid  pursuant  to the terms of the Lady Luck Mortgage Notes; and
(ii)  all  outstanding  Indebtedness under the Bettendorf Loan Agreement and the
Miss  Marquette  Credit  Agreement.
     "Refunded  Swing  Line  Loans"  has  the  meaning  assigned to that term in
subsection  2.1A(v).
"Register"  has  the  meaning  assigned  to  that  term  in  subsection  2.1D.
     "Regulation  D" means Regulation D of the Board of Governors of the Federal
Reserve  System,  as  in  effect  from  time  to  time.
     "Reimbursement  Date"  has  the meaning assigned to that term in subsection
3.3B.
     "Related  Agreements"  means,  collectively,  the Merger Agreement, the Las
Vegas  Purchase  Agreement,  the  Miss  Marquette  Stock Purchase Agreement, the
Bettendorf  Merger  Agreement,  the Subordinated Notes and the Subordinated Note
Indenture.
"Related Businesses" means the gaming businesses (including pari-mutuel betting)
conducted  by  Company and its Subsidiaries as of the Effective Date and any and
all  reasonably  related businesses necessary for, in support or anticipation of
and ancillary to or in preparation for, the gaming businesses, including without
limitation,  the  development,  expansion  or  operation  of any Gaming Facility
(including  any  land-based,  dockside,  riverboat  or  other  type  of  Gaming
Facility).
"Release"  means  any  release,  spill,  emission,  leaking,  pumping,  pouring,
injection,  escaping, deposit, disposal, discharge, dispersal, dumping, leaching
or  migration  of  Hazardous  Materials  into  the indoor or outdoor environment
(including  the  abandonment  or  disposal  of  any barrels, containers or other
closed  receptacles  containing any Hazardous Materials), including the movement
of  any Hazardous Materials through the air, soil, surface water or groundwater.
"Renovation  Budget"  means  $35,000,000  in  Expansion  Capital  Expenditures
permitted  under  subsection  7.8(i)(f)  to  be used for the Renovation Project.
"Renovation  Project"  means  the  re-theming  and  renovation  of  the  Gaming
Facilities  acquired  in  the Primary Acquisition and the Secondary Acquisition.
"Requisite  Class  Lenders"  means,  at  any  time, (i) for the Class of Lenders
having  Revolving  Loan Exposure, Lenders having or holding more than 50% of the
aggregate  Revolving Loan Exposure of all Lenders, (ii) for the Class of Lenders
having  Tranche A Term Loan Exposure, Lenders having or holding more than 50% of
the  sum of the aggregate Tranche A Term Loan Exposure of all Lenders, (iii) for
the  Class  of  Lenders  having  Tranche B Term Loan Exposure, Lenders having or
holding  more  than 50% of the sum of the aggregate Tranche B Term Loan Exposure
of  all  Lenders,  and  (iv) for the Class of Lenders having Tranche C Term Loan
Exposure,  Lenders  having  or  holding more than 50% of the aggregate Tranche C
Term  Loan  Exposure  of  all  Lenders.
"Requisite  Lenders" means Lenders having or holding more than 50% of the sum of
the  aggregate  Tranche  A  Term Loan Exposure of all Lenders plus the aggregate
                                                              ----
Tranche  B  Term  Loan Exposure of all Lenders plus the aggregate Tranche C Term
                                               ----
Loan  Exposure  of all Lenders plus the aggregate Revolving Loan Exposure of all
                               ----
Lenders.
"Restricted Junior Payment" means (i) any dividend or other distribution, direct
or  indirect,  on  account of any shares of any class of stock of Company now or
hereafter  outstanding, except a dividend payable solely in shares of that class
of  stock to the holders of that class, (ii) any redemption, retirement, sinking
fund  or  similar  payment,  purchase  or other acquisition for value, direct or
indirect,  of  any  shares  of  any  class  of stock of Company now or hereafter
outstanding,  (iii)  any  payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of  stock  of  Company  now  or  hereafter  outstanding, and (iv) any payment or
prepayment  of  principal  of,  premium,  if any, or interest on, or redemption,
purchase,  retirement,  defeasance (including in-substance or legal defeasance),
sinking  fund or similar payment with respect to, any Subordinated Indebtedness.
"Restricted  Subsidiary"  means  any  Subsidiary  of  Company  other  than  an
Unrestricted  Subsidiary.
"Revolving  Lenders" means the Lenders that have Revolving Loan Commitments or a
Swing  Line  Loan  Commitment  or  that have Revolving Loans or Swing Line Loans
outstanding,  together with their successors and permitted assignees pursuant to
subsection  10.1.
"Revolving  Loan  Commitment" means the commitment of a Lender to make Revolving
Loans  to  Company  pursuant  to  subsection  2.1A(iv),  and  "Revolving  Loan
Commitments"  means  such  commitments  of  all  Lenders  in  the  aggregate.
     "Revolving  Loan  Commitment  Termination  Date"  means  March  2,  2005.
     "Revolving  Loan Exposure" means, with respect to any Lender as of any date
of determination (i) prior to the termination of the Revolving Loan Commitments,
that  Lender's  Revolving  Loan Commitment and (ii) after the termination of the
Revolving  Loan  Commitments, the sum of (a) the aggregate outstanding principal
amount  of  the Revolving Loans of that Lender plus (b) in the event that Lender
                                               ----
is  an  Issuing  Lender,  the aggregate Letter of Credit Usage in respect of all
Letters  of Credit issued by that Lender (in each case net of any participations
purchased  by  other  Lenders  in  such  Letters  of  Credit or any unreimbursed
drawings  thereunder)  plus  (c)  the  aggregate  amount  of  all participations
                       ----
purchased  by  that  Lender  in  any  outstanding  Letters  of  Credit  or  any
unreimbursed  drawings under any Letters of Credit plus (d) in the case of Swing
                                                   ----
Line  Lender, the aggregate outstanding principal amount of all Swing Line Loans
(net  of  any  participations  therein  purchased by other Lenders) plus (e) the
                                                                    ----
aggregate  amount  of  all  participations  purchased  by  that  Lender  in  any
outstanding  Swing  Line  Loans.
     "Revolving  Loans"  means  the Loans made by Lenders to Company pursuant to
subsection  2.1A(iv).
     "Revolving Notes" means (i) the promissory notes of Company issued pursuant
to  subsection  2.1E(i)(d)  on  the Effective Date, (ii) any promissory notes of
Company issued pursuant to the last paragraph of subsection 2.1E relating to any
increase in Revolving Loan Commitments made pursuant to subsection 2.1A(vi), and
(iii)  any  promissory  notes issued by Company pursuant to the last sentence of
subsection  10.1B(i)  in  connection  with  assignments  of  the  Revolving Loan
Commitments  and  Revolving  Loans of any Lenders, in each case substantially in
the  form  of  Exhibit V annexed hereto, as they may be amended, supplemented or
               ---------
otherwise  modified  from  time  to  time.
"Secondary Acquisition" has the meaning assigned to that term in the Recitals to
this  Agreement.
"Securities"  means  any  stock,  shares,  partnership  interests,  membership
interests,  voting trust certificates, certificates of interest or participation
in  any  profit-sharing  agreement  or  arrangement,  options,  warrants, bonds,
debentures,  notes,  or  other  evidences of indebtedness, secured or unsecured,
convertible,  subordinated  or otherwise, or in general any instruments commonly
known  as "securities" or any certificates of interest, shares or participations
in  temporary or interim certificates for the purchase or acquisition of, or any
right  to  subscribe  to,  purchase  or  acquire,  any  of  the  foregoing.
"Securities Act" means the Securities Act of 1933, as amended from time to time,
and  any  successor  statute.
"Ship  Mortgage"  means  a  security  instrument  (whether designated as a first
preferred  ship  mortgage or by any similar title) executed and delivered by any
Loan  Party,  substantially  in  such  form as may be approved by Administrative
Agent  in  its  reasonable discretion, in each case with such changes thereto as
may  be  reasonably  recommended  by  Administrative  Agent's or Company's local
counsel  based  on  local  laws or customary local first preferred ship mortgage
practices, as such security instrument may be amended, supplemented or otherwise
modified  from  time  to  time.  "Ship  Mortgages"  means  all such instruments,
collectively.
"Solvent"  means,  with  respect  to  any  Person,  that  as  of  the  date  of
determination  both (A) (i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including contingent
liabilities)  of  such  Person  and  (z)  not  less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they  become  absolute  and  matured  considering all financing alternatives and
potential  asset  sales  reasonably available to such Person; (ii) such Person's
capital  is  not  unreasonably  small  in  relation  to  its  business  or  any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur,  or  believe (nor should it reasonably believe) that it will incur, debts
beyond  its ability to pay such debts as they become due; and (B) such Person is
"solvent"  within the meaning given that term and similar terms under applicable
laws  relating  to  fraudulent  transfers and conveyances.  For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as  the  amount that, in light of all of the facts and circumstances existing at
such  time,  represents  the amount that can reasonably be expected to become an
actual  or  matured  liability.
"Standby  Letter  of  Credit"  means  any  standby  letter  of credit or similar
instrument  issued  for the purpose of supporting (i) Indebtedness of Company or
any  of  its  Restricted  Subsidiaries  in  respect  of  industrial  revenue  or
development  bonds  or  financings,  (ii)  workers'  compensation liabilities of
Company  or  any  of its Restricted Subsidiaries, (iii) the obligations of third
party  insurers  of  Company  or  any  of its Restricted Subsidiaries arising by
virtue  of  the  laws  of  any jurisdiction requiring third party insurers, (iv)
obligations with respect to Capital Leases or Operating Leases of Company or any
of  its Restricted Subsidiaries, and (v) performance, payment, deposit or surety
obligations  of  Company  or  any of its Restricted Subsidiaries, in any case if
required  by law or governmental rule or regulation or in accordance with custom
and  practice  in  the  industry.
"Subordinated  Indebtedness"  means (i) the Indebtedness of Company evidenced by
the  Subordinated  Notes and (ii) any other Indebtedness of Company subordinated
in  right  of  payment  to  the Obligations pursuant to documentation containing
maturities, amortization schedules, covenants, defaults, remedies, subordination
provisions  and  other  material  terms  in  form  and  substance  reasonably
satisfactory  to  Administrative  Agent.
"Subordinated  Note  Indenture"  means  the  indenture  pursuant  to  which  the
Subordinated  Notes  are  issued,  as such indenture may be amended from time to
time  to  the  extent  permitted  under  subsection  7.15B.
"Subordinated  Notes"  means  the  $390,000,000 in aggregate principal amount of
8-3/4%  Subordinated  Notes  due  2009  of  Company  issued  pursuant  to  the
Subordinated  Note  Indenture.
"Subsidiary"  means,  with  respect to any Person, any corporation, partnership,
limited  liability  company, association, joint venture or other business entity
of  which  more  than  50% of the total voting power of shares of stock or other
ownership  interests  entitled  (without  regard  to  the  occurrence  of  any
contingency)  to  vote  in  the  election  of  the  Person  or  Persons (whether
directors,  managers,  trustees  or  other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof  is  at  the  time  owned or controlled, directly or indirectly, by that
Person  or one or more of the other Subsidiaries of that Person or a combination
thereof.
"Subsidiary  Guarantor" means any domestic Restricted Subsidiary of Company that
executes  and  delivers a counterpart of the Subsidiary Guaranty on or after the
Closing  Date  or on the Effective Date or from time to time thereafter pursuant
to  subsection  6.8.
"Subsidiary  Guaranty"  means  the Subsidiary Guaranty executed and delivered by
existing  domestic  Restricted Subsidiaries of Company on the Closing Date or on
the  Effective Date, or executed and delivered by additional domestic Restricted
Subsidiaries  of  Company  from  time  to  time  thereafter  in  accordance with
subsection 6.8, substantially in the form of Exhibit XII annexed hereto, as such
                                             -----------
Subsidiary Guaranty may hereafter be amended, supplemented or otherwise modified
from  time  to  time.
"Subsidiary  Pledge  Agreement"  means each Subsidiary Pledge Agreement executed
and  delivered  by  an  existing  Subsidiary  Guarantor  (other than an Excluded
Guarantor)  on  the  Closing  Date  or  on  the  Effective Date, or executed and
delivered by any additional Subsidiary Guarantor from time to time thereafter in
accordance  with  subsection  6.8,  in  each  case  substantially in the form of
Exhibit XIII annexed hereto, as such Subsidiary Pledge Agreement may be amended,
      ------
supplemented  or  otherwise  modified  from time to time, and "Subsidiary Pledge
Agreements"  means  all  such  Subsidiary  Pledge  Agreements,  collectively.
"Subsidiary  Security  Agreement"  means  each  Subsidiary  Security  Agreement
executed  and  delivered  by  an  existing  Subsidiary  Guarantor (other than an
Excluded  Guarantor)  on  the Closing Date or on the Effective Date, or executed
and  delivered  by  any  additional  Subsidiary  Guarantor  from  time  to  time
thereafter  in accordance with subsection 6.8, in each case substantially in the
form of Exhibit XIV annexed hereto, as such Subsidiary Security Agreement may be
        -----------
amended,  supplemented  or otherwise modified from time to time, and "Subsidiary
Security  Agreements"  means  all  such  Subsidiary  Security  Agreements,
collectively.
     "Supplemental  Collateral  Agent"  has the meaning assigned to that term in
subsection  9.1B.
     "Swing  Line  Lender"  has  the  meaning  assigned  to  that  term  in  the
introduction  to  this Agreement and also means and includes any successor Swing
Line  Lender  appointed  pursuant  to  subsection  9.5B.
"Swing  Line  Loan Commitment" means the commitment of Swing Line Lender to make
Swing  Line  Loans  to  Company  pursuant  to  subsection  2.1A(v).
"Swing Line Loans" means the Loans made by Swing Line Lender to Company pursuant
to  subsection  2.1A(v).
"Swing  Line  Note"  means (i) the promissory note of Company issued pursuant to
subsection 2.1E(ii) on the Effective Date and (ii) any promissory note issued by
Company  to any successor Administrative Agent and Swing Line Lender pursuant to
the  last sentence of subsection 9.5B, in each case substantially in the form of
Exhibit  VI  annexed  hereto,  as  it  may be amended, supplemented or otherwise
-----------
modified  from  time  to  time.
-----
     "Syndication  Agent"  has  the  meaning  assigned  to  that  term  in  the
introduction  to  this  Agreement.
     "Tax"  or  "Taxes"  means  any  present  or future tax, levy, impost, duty,
charge,  fee,  deduction  or  withholding  of any nature and whatever called, by
whomsoever,  on  whomsoever and wherever imposed, levied, collected, withheld or
assessed;  provided  that  "Tax  on the overall net income" of a Person shall be
           --------
construed  as  a  reference  to  a tax imposed by the jurisdiction in which that
Person  is  organized or in which that Person's principal office (and/or, in the
case  of  a  Lender,  its  lending  office)  is  located or in which that Person
(and/or,  in  the  case  of  a Lender, its lending office) is deemed to be doing
business  on all or part of the net income, profits or gains (whether worldwide,
or  only  insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in
the  case  of  a  Lender,  its  lending  office).
"Term Loan Commitments" means the Tranche A Term Loan Commitments, the Tranche B
Term  Loan  Commitments,  the Tranche C Term Loan Commitments or any combination
thereof.
     "Term  Loans" means the Tranche A Term Loans, the Tranche B Term Loans, the
Tranche  C  Term  Loans  or  any  combination  thereof.
"Term  Notes"  means  the  Tranche  A  Term Notes, the Tranche B Term Notes, the
Tranche  C  Term  Notes  or  any  combination  thereof.
     "Title  Company" means, collectively, one or more title insurance companies
reasonably  satisfactory  to  Administrative  Agent.
"Total  Utilization  of  Revolving  Loan  Commitments"  means, as at any date of
determination,  the sum of (i) the aggregate principal amount of all outstanding
Revolving  Loans  plus  (ii)  the  aggregate principal amount of all outstanding
                  ----
Swing  Line  Loans  plus  (iii)  the  Letter  of  Credit  Usage.
                    ----
"Tranche  A  Term  Loan  Commitment"  means the commitment of a Lender to make a
Tranche  A  Term  Loan to Company pursuant to subsection 2.1A(i), and "Tranche A
Term  Loan  Commitments" means such commitments of all Lenders in the aggregate.
"Tranche  A Term Loan Exposure" means, with respect to any Lender as of any date
of  determination (i) prior to the termination of all of the Tranche A Term Loan
Commitments,  the  sum  of (a) that Lender's Tranche A Term Loan Commitment plus
                                                                            ----
(b)  the  aggregate  outstanding  principal amount of the Tranche A Term Loan of
that  Lender  and  (ii)  after  the  termination  of  the  Tranche  A  Term Loan
Commitments,  the  aggregate  outstanding principal amount of the Tranche A Term
Loan  of  that  Lender.
"Tranche  A  Term  Loans" means the Loans made by Lenders to Company pursuant to
subsection  2.1A(i).
"Tranche A Term Notes" means (i) the promissory notes of Company issued pursuant
to  subsection  2.1E(i)(a)  on  the Effective Date, (ii) any promissory notes of
Company issued pursuant to the last paragraph of subsection 2.1E relating to any
increase  in  the Tranche A Term Loans made pursuant to subsection 2.1A(vi), and
(iii)  any  promissory  notes issued by Company pursuant to the last sentence of
subsection  10.1B(i)  in  connection with assignments of the Tranche A Term Loan
Commitments  or  Tranche A Term Loans of any Lenders, in each case substantially
in the form of Exhibit IV-A annexed hereto, as they may be amended, supplemented
               ------------
or  otherwise  modified  from  time  to  time.
"Tranche  B  Term  Loan  Commitment"  means the commitment of a Lender to make a
Tranche  B  Term Loan to Company pursuant to subsection 2.1A(ii), and "Tranche B
Term  Loan  Commitments" means such commitments of all Lenders in the aggregate.
"Tranche  B Term Loan Exposure" means, with respect to any Lender as of any date
of  determination (i) prior to the termination of all of the Tranche B Term Loan
Commitments,  the  sum  of (a) that Lender's Tranche B Term Loan Commitment plus
                                                                            ----
(b)  the  aggregate  outstanding  principal amount of the Tranche B Term Loan of
that  Lender  and  (ii)  after  the  termination  of  the  Tranche  B  Term Loan
Commitments,  the  aggregate  outstanding principal amount of the Tranche B Term
Loan  of  that  Lender.
"Tranche  B  Term  Loans" means the Loans made by Lenders to Company pursuant to
subsection  2.1A(ii).
"Tranche B Term Notes" means (i) the promissory notes of Company issued pursuant
to  subsection  2.1E(i)(b)  on  the Effective Date, (ii) any promissory notes of
Company issued pursuant to the last paragraph of subsection 2.1E relating to any
increase  in  the Tranche B Term Loans made pursuant to subsection 2.1A(vi), and
(iii)  any  promissory  notes issued by Company pursuant to the last sentence of
subsection  10.1B(i)  in  connection with assignments of the Tranche B Term Loan
Commitments  or  Tranche B Term Loans of any Lenders, in each case substantially
in the form of Exhibit IV-B annexed hereto, as they may be amended, supplemented
               ------------
or  otherwise  modified  from  time  to  time.
"Tranche  C  Term  Loan  Commitment"  means the commitment of a Lender to make a
Tranche  C Term Loan to Company pursuant to subsection 2.1A(iii), and "Tranche B
Term  Loan  Commitments" means such commitments of all Lenders in the aggregate.
"Tranche  C Term Loan Exposure" means, with respect to any Lender as of any date
of  determination (i) prior to the termination of all of the Tranche C Term Loan
Commitments,  the  sum  of (a) that Lender's Tranche C Term Loan Commitment plus
                                                                            ----
(b)  the  aggregate  outstanding  principal amount of the Tranche C Term Loan of
that  Lender  and  (ii)  after  the  termination  of  the  Tranche  C  Term Loan
Commitments,  the  aggregate  outstanding principal amount of the Tranche C Term
Loan  of  that  Lender.
"Tranche  C  Term  Loans" means the Loans made by Lenders to Company pursuant to
subsection  2.1A(iii).
"Tranche C Term Notes" means (i) the promissory notes of Company issued pursuant
to  subsection  2.1E(i)(c)  on  the Effective Date, (ii) any promissory notes of
Company issued pursuant to the last paragraph of subsection 2.1E relating to any
increase  in  the Tranche C Term Loans made pursuant to subsection 2.1A(vi), and
(iii)  any  promissory  notes issued by Company pursuant to the last sentence of
subsection  10.1B(i)  in  connection with assignments of the Tranche C Term Loan
Commitments  or  Tranche C Term Loans of any Lenders, in each case substantially
in the form of Exhibit IV-C annexed hereto, as they may be amended, supplemented
               ------------
or  otherwise  modified  from  time  to  time.
"Transaction  Costs" means the fees, costs and expenses payable by Company on or
before  the  Effective  Date  in connection with the Primary Acquisition and the
refinancing  of  all  of  the  outstanding  term loans under the Existing Credit
Agreement,  such  fees,  costs and expenses in an aggregate amount not to exceed
$20,000,000.
"Tunica  Gaming  Facilities" means the Gaming Facilities owned, leased, operated
or used by Company or its Restricted Subsidiaries in Tunica County, Mississippi.
"Tunica  Project"  means  the  construction of two multi-purpose theaters with a
total of approximately 2,000 seats, and the construction of an approximately 200
to  250-room  new  hotel,  in each case as part of the Tunica Gaming Facilities.
"Type" means (i) with respect to a Loan, a Tranche A Term Loan, a Tranche B Term
Loan,  a  Tranche  C  Term  Loan, a Revolving Loan or a Swing Line Loan (each of
which  is  a  "Type" of Loan), and (ii) with respect to a Term Loan, a Tranche A
Term  Loan,  a  Tranche B Term Loan or a Tranche C Term Loan (each of which is a
"Type"  of  Term  Loan).
"UCC"  means  the  Uniform  Commercial  Code  (or  any  similar  or  equivalent
legislation)  as  in  effect  in  any  applicable  jurisdiction.
"Unrestricted  Subsidiary"  means any Subsidiary that is designated by the Board
of  Directors  as  an  Unrestricted  Subsidiary  pursuant to a Board Resolution;
provided  that  such Subsidiary: (i) has no Indebtedness other than Non-Recourse
     ---
Debt; (ii) is not party to any agreement, contract, arrangement or understanding
with  Company  or  any  Restricted Subsidiary of Company unless the terms of any
such  agreement, contract, arrangement or understanding are no less favorable to
Company  or  such Restricted Subsidiary than those that might be obtained at the
time  from  Persons  who  are  not Affiliates of Company; (iii) is a Person with
respect  to which neither Company nor any of its Restricted Subsidiaries has any
direct  or indirect obligation (1) to subscribe for additional equity Securities
or  other  equity  or  ownership  interests, or (2) to maintain or preserve such
Person's  financial condition or to cause such Person to achieve or maintain any
specified levels of profitability; (iv) has not guaranteed or otherwise directly
or  indirectly provided credit support for any Indebtedness of Company or any of
its Restricted Subsidiaries; and (v) has no Subsidiaries other than Unrestricted
Subsidiaries;  and provided further that, notwithstanding the foregoing, Company
                   -------- -------
may not designate as an Unrestricted Subsidiary (x) any then existing Subsidiary
that  owns, leases, operates or uses any assets or function directly relating to
or  necessary  for the conduct of casino gaming at the Biloxi Gaming Facilities,
the  Vicksburg  Gaming  Facilities,  the  Bossier  City  Gaming  Facilities, the
Bettendorf  Gaming  Facilities,  the  Marquette  Gaming  Facilities, the Coahoma
Gaming  Facilities,  the Natchez Gaming Facilities, the Tunica Gaming Facilities
or the Lake Charles Gaming Facilities, or (y) PPI, Inc.  Any such designation by
the Board of Directors shall be evidenced to Administrative Agent by filing with
Administrative Agent resolutions of the Board of Directors giving effect to such
designation  and  an  Officer's  Certificate  certifying  that  such designation
complied  with  the  foregoing  conditions.  If,  at  any time, any Unrestricted
Subsidiary  would  fail  to  meet  the foregoing requirements as an Unrestricted
Subsidiary,  it  shall  thereafter  cease  to  be an Unrestricted Subsidiary for
purposes  of  this  Agreement  and  any Indebtedness of such Subsidiary shall be
deemed  to  be  incurred  by a Restricted Subsidiary of Company as of such date.
The  Board of Directors may at any time designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided that such designation shall be deemed to be
                            --------
an  incurrence  of  Indebtedness  by  a  Restricted Subsidiary of Company of any
outstanding  Indebtedness  of  such Unrestricted Subsidiary and such designation
shall  only  be permitted if (i) such Indebtedness is permitted under subsection
7.1  and  (ii)  no  Event  of  Default or Potential Event of Default would be in
existence  following  such  designation.
"Vicksburg  Gaming  Facilities"  means  the  Gaming  Facilities  owned,  leased,
operated  or  used  by  Company  or  its  Restricted  Subsidiaries in Vicksburg,
Mississippi.
"Voting  Stock"  means, with respect to any Person, the capital stock (including
any  and  all  shares,  interests  (including  partnership, membership and other
equity  interests),  participations,  rights  in,  or other equivalents (however
designated  and whether voting or nonvoting) of, such capital stock, and any and
all  rights,  warrants  or  options  exchangeable  for  or convertible into such
capital stock) of such Person which ordinarily has voting power for the election
of  directors  (or persons performing similar functions) of such Person, whether
at  all  times  or only as long as no senior class of Securities has such voting
power  by  reason  of  any  contingency.
1.2     Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
        ------------------------------------------------------------------------
Agreement.
---------
     Except  as  otherwise  expressly provided in this Agreement, all accounting
terms  not  otherwise defined herein shall have the meanings assigned to them in
conformity with GAAP.  Financial statements and other information required to be
delivered  by Company to Lenders pursuant to clauses (i), (ii), (iii) and (xiii)
of  subsection 6.1 shall be prepared in accordance with GAAP as in effect at the
time  of  such  preparation (other than the absence of footnotes with respect to
the financial statements and other information delivered pursuant to clauses (i)
and  (ii)  of  subsection  6.1)  and  delivered together with the reconciliation
statements  provided  for in subsection 6.1(v).  Calculations in connection with
the  definitions, covenants and other provisions of this Agreement shall utilize
accounting  principles and policies in conformity with those used to prepare the
financial  statements  referred  to  in  subsection  5.3.
1.3     Other Definitional Provisions and Rules of Construction.
        -------------------------------------------------------
A.     Any  of  the  terms  defined  herein  may,  unless  the context otherwise
requires,  be  used  in  the singular or the plural, depending on the reference.
B.     References to "Sections" and "subsections" shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided.
C.     The use in any of the Loan Documents of the word "include" or
"including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.
Section 2.     AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
2.1     Commitments; Making of Loans; the Register; Notes.
        -------------------------------------------------
A.     Commitments.  Subject  to  the terms and conditions of this Agreement and
in reliance upon the representations and warranties of Company herein set forth,
     each  Lender  hereby  severally  agrees  to  make  the  Loans  described in
subsections  2.1A(i),  2.1A(ii),  2.1A(iii)  and  2.1A(iv) and Swing Line Lender
hereby  agrees  to  make  the  Loans  described  in  subsection  2.1A(v):
(i)     Tranche  A  Term  Loans.  Each  Lender  having  a  Tranche  A  Term Loan
        -----------------------
Commitment  severally  agrees to lend to Company on the Effective Date an amount
not  exceeding  its Pro Rata Share of the aggregate amount of the Tranche A Term
Loan Commitments to be used for the purposes identified in subsection 2.5A.  The
     amount  of  each  Lender's  Tranche  A  Term  Loan  Commitment is set forth
opposite  its  name  on  Schedule  2.1 annexed hereto and the aggregate original
                         -------------
amount of the Tranche A Term Loan Commitments is $100,000,000; provided that the
                                                               --------
Tranche  A  Term  Loans  of  Lenders shall be adjusted to give effect to (1) any
increase  in  Tranche  A Term Loans pursuant to subsection 2.1A(vi), and (2) any
assignments  of  the  Tranche  A  Term Loans pursuant to subsection 10.1B.  Each
Lender's  Tranche  A  Term  Loan Commitment shall expire immediately and without
further  action on April 30, 2000 if the Tranche A Term Loans are not made on or
before  that  date.  Subject  to  subsection 2.1A(vi), Company may make only one
borrowing  under  the  Tranche  A Term Loan Commitments.  Amounts borrowed under
this  subsection  2.1A(i)  and  subsequently  repaid  or  prepaid  may  not  be
reborrowed.
(ii)     Tranche B Term Loans.  Each Lender having a Tranche B Term Loan
         --------------------
Commitment severally agrees to lend to Company on the Effective Date an amount
not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term
Loan Commitments to be used for the purposes identified in subsection 2.5A.  The
amount of each Lender's Tranche B Term Loan Commitment is set forth opposite its
name on Schedule 2.1 annexed hereto and the aggregate original amount of the
        ------------
Tranche B Term Loan Commitments is $200,000,000; provided that the Tranche B
                                                 --------
Term Loans of Lenders shall be adjusted to give effect to (1) any increase in
Tranche B Term Loans pursuant to subsection 2.1A(vi), and (2) any assignments of
the Tranche B Term Loans pursuant to subsection 10.1B.  Each Lender's Tranche B
Term Loan Commitment shall expire immediately and without further action on
April 30, 2000 if the Tranche B Term Loans are not made on or before that date.
Subject to subsection 2.1A(vi), Company may make only one borrowing under the
Tranche B Term Loan Commitments.  Amounts borrowed under this subsection
2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.
(iii)     Tranche C Term Loans.  Each Lender having a Tranche C Term Loan
          --------------------
Commitment severally agrees to lend to Company on the Effective Date an amount
not exceeding its Pro Rata Share of the aggregate amount of the Tranche C Term
Loan Commitments to be used for the purposes identified in subsection 2.5A.  The
amount of each Lender's Tranche C Term Loan Commitment is set forth opposite its
name on Schedule 2.1 annexed hereto and the aggregate original amount of the
        ------------
Tranche C Term Loan Commitments is $175,000,000; provided that the Tranche C
                                                 --------
Term Loans of Lenders shall be adjusted to give effect to (1) any increase in
Tranche C Term Loans pursuant to subsection 2.1A(vi), and (2) any assignments of
the Tranche C Term Loans pursuant to subsection 10.1B.  Each Lender's Tranche C
Term Loan Commitment shall expire immediately and without further action on
April 30, 2000 if the Tranche C Term Loans are not made on or before that date.
Subject to subsection 2.1A(vi), Company may make only one borrowing under the
Tranche C Term Loan Commitments.  Amounts borrowed under this subsection
2.1A(iii) and subsequently repaid or prepaid may not be reborrowed.
(iv)     Revolving Loans.  Each Revolving Lender severally agrees, subject to
         ---------------
the limitations set forth below with respect to the maximum amount of Revolving
Loans permitted to be outstanding from time to time, to lend to Company from
time to time during the period from the Effective Date to but excluding the
Revolving Loan Commitment Termination Date an aggregate amount not exceeding its
Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be
used for the purposes identified in subsection 2.5B.  The original amount of
each Revolving Lender's Revolving Loan Commitment is set forth opposite its name
on Schedule 2.1 annexed hereto and the aggregate original amount of the
   ------------
Revolving Loan Commitments is $125,000,000; provided that the Revolving Loan
   -----                                    --------
Commitments of Lenders shall be adjusted to give effect to (1) any increase in
Revolving Loan Commitments pursuant to subsection 2.1A(vi), and (2) any
assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and
provided further that the amount of the Revolving Loan Commitments shall be
-------- -------
reduced from time to time by the amount of any reductions thereto made pursuant
----
to subsections 2.4B(ii) and 2.4B(iii).  Each Revolving Lender's Revolving Loan
Commitment shall expire on the Revolving Loan Commitment Termination Date and
all Revolving Loans and all other amounts owed hereunder with respect to the
Revolving Loans and the Revolving Loan Commitments shall be paid in full no
later than that date; provided that each Revolving Lender's Revolving Loan
                      --------
Commitment shall expire immediately and without further action on April 30, 2000
if the Term Loans are not made on or before that date.  Amounts borrowed under
this subsection 2.1A(iv) may be repaid and reborrowed to but excluding the
Revolving Loan Commitment Termination Date.
     Anything  contained  in this Agreement to the contrary notwithstanding, the
Revolving  Loans  and  the  Revolving  Loan  Commitments shall be subject to the
limitation  that  in  no  event  shall  the  Total Utilization of Revolving Loan
Commitments  at  any  time exceed the Revolving Loan Commitments then in effect.
(v)     Swing  Line  Loans.  Swing  Line  Lender  hereby  agrees, subject to the
        ------------------
limitations  set  forth  below  with respect to the maximum amount of Swing Line
Loans  permitted  to  be outstanding from time to time, to make a portion of the
Revolving  Loan  Commitments  available  to Company from time to time during the
period  from  the  Effective Date to but excluding the Revolving Loan Commitment
Termination  Date  by  making Swing Line Loans to Company in an aggregate amount
not  exceeding  the  amount of the Swing Line Loan Commitment to be used for the
purposes identified in subsection 2.5B, notwithstanding the fact that such Swing
     Line  Loans, when aggregated with Swing Line Lender's outstanding Revolving
Loans  and Swing Line Lender's Pro Rata Share of the Letter of Credit Usage then
in  effect,  may  exceed  Swing  Line  Lender's  Revolving Loan Commitment.  The
original  amount of the Swing Line Loan Commitment is $10,000,000; provided that
                                                                   --------
any  reduction  of  the  Revolving  Loan Commitments made pursuant to subsection
2.4B(ii)  or 2.4B(iii) which reduces the aggregate Revolving Loan Commitments to
an  amount  less  than the then current amount of the Swing Line Loan Commitment
shall  result  in  an  automatic  corresponding reduction of the Swing Line Loan
Commitment  to  the  amount  of  the  Revolving Loan Commitments, as so reduced,
without any further action on the part of Company, Administrative Agent or Swing
Line  Lender.  The Swing Line Loan Commitment shall expire on the Revolving Loan
Commitment  Termination Date and all Swing Line Loans and all other amounts owed
hereunder  with  respect  to the Swing Line Loans shall be paid in full no later
than  that  date;  provided  that  the  Swing  Line Loan Commitment shall expire
                   --------
immediately  and  without further action on April 30, 2000 if the Term Loans are
not made on or before that date.  Amounts borrowed under this subsection 2.1A(v)
may  be  repaid  and  reborrowed  to but excluding the Revolving Loan Commitment
Termination  Date.
     Anything  contained  in this Agreement to the contrary notwithstanding, the
Swing  Line  Loans  and  the  Swing Line Loan Commitment shall be subject to the
limitation  that  in  no  event  shall  the  Total Utilization of Revolving Loan
Commitments  at  any  time exceed the Revolving Loan Commitments then in effect.
With  respect to any Swing Line Loans which have not been voluntarily prepaid by
Company  pursuant  to  subsection 2.4B(i), Swing Line Lender may, at any time in
its  sole  and absolute discretion, deliver to Administrative Agent (with a copy
to Company), no later than 11:00 A.M. (New York City time) on the first Business
Day  in advance of the proposed Funding Date, a notice (which shall be deemed to
be  a Notice of Borrowing given by Company) requesting Revolving Lenders to make
Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal
to  the  amount  of  such  Swing  Line  Loans  (the "Refunded Swing Line Loans")
outstanding  on  the  date such notice is given which Swing Line Lender requests
Revolving  Lenders  to  prepay.  Anything  contained  in  this  Agreement to the
contrary  notwithstanding,  (i)  the  proceeds  of  such Revolving Loans made by
Revolving Lenders other than Swing Line Lender shall be immediately delivered by
Administrative  Agent  to  Swing Line Lender (and not to Company) and applied to
repay  a  corresponding portion of the Refunded Swing Line Loans and (ii) on the
day  such  Revolving  Loans  are made, Swing Line Lender's Pro Rata Share of the
Refunded  Swing  Line  Loans  shall  be deemed to be paid with the proceeds of a
Revolving  Loan  made  by  Swing Line Lender, and such portion of the Swing Line
Loans  deemed  to  be so paid shall no longer be outstanding as Swing Line Loans
and  shall  no  longer be due under the Swing Line Note of Swing Line Lender but
shall instead constitute part of Swing Line Lender's outstanding Revolving Loans
and  shall be due under the Revolving Note of Swing Line Lender.  Company hereby
authorizes  Administrative  Agent  and  Swing  Line  Lender  to charge Company's
accounts  with  Administrative  Agent  and  Swing  Line Lender (up to the amount
available  in  each  such account) in order to immediately pay Swing Line Lender
the  amount  of the Refunded Swing Line Loans to the extent the proceeds of such
Revolving  Loans  made by Revolving Lenders, including the Revolving Loan deemed
to  be  made  by  Swing  Line  Lender,  are  not sufficient to repay in full the
Refunded Swing Line Loans.  If any portion of any such amount paid (or deemed to
be  paid)  to  Swing  Line Lender should be recovered by or on behalf of Company
from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors
or  otherwise, the loss of the amount so recovered shall be ratably shared among
all  Lenders  in  the  manner  contemplated  by  subsection  10.5.
If  for  any  reason  (a) Revolving Loans are not made upon the request of Swing
Line  Lender  as  provided  in  the immediately preceding paragraph in an amount
sufficient  to  repay  any  amounts  owed to Swing Line Lender in respect of any
outstanding  Swing  Line  Loans  or  (b)  the  Revolving  Loan  Commitments  are
terminated  at  a time when any Swing Line Loans are outstanding, each Revolving
Lender  shall be deemed to, and hereby agrees to, have purchased a participation
in  such  outstanding  Swing Line Loans in an amount equal to its Pro Rata Share
(calculated,  in the case of the foregoing clause (b), immediately prior to such
termination  of  the  Revolving  Loan  Commitments) of the unpaid amount of such
Swing  Line  Loans  together  with  accrued interest thereon.  Upon one Business
Day's  notice  from  Swing  Line  Lender, each Revolving Lender shall deliver to
Swing  Line  Lender  an amount equal to its respective participation in same day
funds  at  the  Funding  and  Payment Office.  In order to further evidence such
participation  (and  without prejudice to the effectiveness of the participation
provisions  set  forth  above),  each  Lender  agrees  to  enter into a separate
participation  agreement  at  the  request  of  Swing  Line  Lender  in form and
substance  reasonably  satisfactory  to  the  parties thereto.  In the event any
Revolving Lender fails to make available to Swing Line Lender the amount of such
Revolving  Lender's  participation  as  provided  in  this paragraph, Swing Line
Lender  shall  be  entitled  to  recover  such amount on demand from such Lender
together with interest thereon at the rate customarily used by Swing Line Lender
for  the correction of errors among banks for three Business Days and thereafter
at  the  Base  Rate.  In  the  event Swing Line Lender receives a payment of any
amount  in  which  other  Revolving  Lenders  have  purchased  participations as
provided  in this paragraph, Swing Line Lender shall promptly distribute to each
such  other  Revolving  Lender  its  Pro  Rata  Share  of  such  payment.
Anything  contained  herein  to  the  contrary  notwithstanding,  each Revolving
Lender's  obligation  to  make  Revolving  Loans for the purpose of repaying any
Refunded  Swing  Line  Loans pursuant to the second preceding paragraph and each
Revolving  Lender's  obligation  to purchase a participation in any unpaid Swing
Line Loans pursuant to the immediately preceding paragraph shall be absolute and
unconditional  and  shall not be affected by any circumstance, including (a) any
set-off,  counterclaim,  recoupment, defense or other right which such Revolving
Lender  may  have against Swing Line Lender, Company or any other Person for any
reason  whatsoever; (b) the occurrence or continuation of an Event of Default or
a  Potential  Event  of  Default;  (c)  any  adverse  change  in  the  business,
operations,  properties, assets, condition (financial or otherwise) or prospects
of  Company  or any of its Subsidiaries; (d) any breach of this Agreement or any
other  Loan  Document  by  any  party  thereto;  or  (e) any other circumstance,
happening  or  event whatsoever, whether or not similar to any of the foregoing;
provided  that  such  obligations  of  each  Revolving Lender are subject to the
 -------
condition  that (X) Swing Line Lender believed in good faith that all conditions
 ----
under  Section  4  to  the making of the applicable Refunded Swing Line Loans or
other  unpaid  Swing  Line Loans, as the case may be, were satisfied at the time
such  Refunded Swing Line Loans or unpaid Swing Line Loans were made, or (Y) the
satisfaction  of  any such condition not satisfied had been waived in accordance
with  subsection  10.6 prior to or at the time such Refunded Swing Line Loans or
other  unpaid  Swing  Line  Loans  were  made.
(vi)     Increases  of  the  Term  Loans  or Revolving Loan Commitments.  At the
         --------------------------------------------------------------
mutual  discretion  of Company and Lead Arranger, Company may request in writing
at  any  time  during  the  period  from the Effective Date to and including the
second  anniversary  of the Effective Date that (x) the then effective aggregate
principal amount of any Type or Types of Term Loans be increased, and/or (y) the
     then  effective aggregate principal amount of Revolving Loan Commitments be
increased;  provided that (1) the aggregate principal amount of the increases in
            --------
Term  Loans  and/or  Revolving  Loan  Commitments  pursuant  to  this subsection
2.1A(vi)  shall  not  exceed $50,000,000, (2) Company may not make more than two
requests for such increases in Term Loans and/or Revolving Loan Commitments, (3)
no  Event  of  Default  or Potential Event of Default shall have occurred and be
continuing  or  occurs  as  a  result  of  such  increases  in Term Loans and/or
Revolving  Loan  Commitments,  (4)  such increases shall be subject to any prior
approvals  or  exemptions  required  under  any  applicable Gaming Laws, and (5)
Company  shall,  and  shall  cause  its  Restricted Subsidiaries to, execute and
deliver  such  documents and instruments and take such other actions (including,
without  limitation,  obtaining  appropriate  endorsements  to  title  insurance
policies)  as  may be reasonably requested by Administrative Agent in connection
with  such  increases.  Any  request  under  this  subsection  2.1A(vi) shall be
submitted  by  Company  to  Administrative  Agent  (which shall promptly forward
copies  to  Lenders),  specify  the  proposed  effective date and amount of such
increase and be accompanied by an Officer's Certificate stating that no Event of
Default  or  Potential Event of Default exists or will occur as a result of such
increase.  Company  may  also  specify  any  fees  offered to those Lenders (the
"Increasing  Lenders")  which  agree  to  increase the principal amount of their
applicable  Term  Loans or Revolving Loan Commitments, as the case may be, which
fees  may  be variable based upon the amount by which any such Lender is willing
to  increase the principal amount of its applicable Term Loans or Revolving Loan
Commitment, as the case may be.  No Lender shall have any obligation, express or
implied,  to  offer to increase the aggregate principal amount of its applicable
Term  Loans  or Revolving Loan Commitment, as the case may be.  Only the consent
of  each  Increasing  Lender  shall be required for an increase in the aggregate
principal  amount of the applicable Term Loans or Revolving Loan Commitments, as
the  case  may be, pursuant to this subsection 2.1A(vi).  No Lender which elects
not  to  increase  the  principal  amount  of  its  Term  Loan or Revolving Loan
Commitment,  as  the  case  may  be,  may be replaced in respect of its existing
applicable  Term  Loans  or  Revolving Loan Commitment, as the case may be, as a
result  thereof  without  such  Lender's  consent.
     Each  Increasing  Lender shall as soon as practicable specify the amount of
the proposed increase which it is willing to assume.  Company may accept some or
all  of  the  offered  amounts  or designate new lenders who qualify as Eligible
Assignees  and  which  are  reasonably  acceptable  to  Administrative  Agent as
additional  Lenders  hereunder in accordance with this subsection 2.1A(iv) (each
such  new  lender  being  a  "New Lender"), which New Lender may assume all or a
portion of the increase in the aggregate principal amount of the applicable Term
Loans  or  Revolving  Loan  Commitments,  as  the  case  may  be.  Company  and
Administrative  Agent  shall have discretion jointly to adjust the allocation of
the  increased  aggregate  principal  amount  of  the  applicable  Term Loans or
Revolving Loan Commitments, as the case may be, among Increasing Lenders and New
Lenders.
Each  New  Lender  designated  by  Company  and  reasonably  acceptable  to
Administrative  Agent  shall  become  an additional party hereto as a New Lender
concurrently  with  the  effectiveness of the proposed increase in the aggregate
principal  amount of the applicable Term Loans or Revolving Loan Commitments, as
the case may be, upon its execution of an instrument of Joinder, in each case in
form  and  substance  satisfactory  to  Administrative  Agent.
Subject  to  the foregoing, any increase requested by Company shall be effective
as of the date proposed by Company and shall be in the principal amount equal to
(i)  the  principal  amount  which  Increasing  Lenders are willing to assume as
increases  to  the  principal amount of their applicable Term Loans or Revolving
Loan  Commitments, as the case may be, plus (ii) the principal amount offered by
                                       ----
New  Lenders  with  respect  to  the  applicable  Term  Loans  or Revolving Loan
Commitments,  as  the  case  may  be,  in either case as adjusted by Company and
Administrative  Agent  pursuant to this subsection 2.1A(vi).  All new Term Loans
to  be  made under this subsection 2.1A(vi) shall be made to Company on the same
day as such increase in the applicable Term Loans under this subsection 2.1A(vi)
becomes  effective.  Upon effectiveness of any such increase, the Pro Rata Share
of each Lender will be adjusted to give effect to the increase in the applicable
Term Loans or Revolving Loan Commitments, as the case may be, and Administrative
Agent  shall  distribute  to  Lenders  a  revised  Schedule  2.1  reflecting the
                                                   -------------
applicable  Term  Loans,  Revolving  Loan  Commitment and Pro Rata Share of each
Lender  after giving effect to such increase.  To the extent that the adjustment
of  Pro  Rata  Shares results in losses or expenses to any Lender as a result of
the  prepayment  of  any Eurodollar Rate Loan on a date other than the scheduled
last  day  of  the  applicable Interest Period, Company shall be responsible for
such  losses  or  expenses  pursuant  to  subsection  2.6D.
B.     Borrowing  Mechanics.  Term  Loans or Revolving Loans made on any Funding
Date (other than Revolving Loans made pursuant to a request by Swing Line Lender
     pursuant  to  subsection  2.1A(v)  for the purpose of repaying any Refunded
Swing  Line  Loans  or  Revolving Loans made pursuant to subsection 3.3B for the
purpose  of  reimbursing  any Issuing Lender for the amount of a drawing under a
Letter  of  Credit  issued  by  it)  shall  be in an aggregate minimum amount of
$1,000,000  and  multiples of $1,000,000 in excess of that amount; provided that
                                                                   --------
Term  Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans
with  a  particular  Interest  Period shall be in an aggregate minimum amount of
$2,500,000 and integral multiples of $1,000,000 in excess of that amount.  Swing
Line  Loans  made on any Funding Date shall be in an aggregate minimum amount of
$250,000  and integral multiples of $250,000 in excess of that amount.  Whenever
Company desires that Lenders make Term Loans or Revolving Loans it shall deliver
to Administrative Agent a Notice of Borrowing no later than 11:00 A.M. (New York
City  time) at least three Business Days in advance of the proposed Funding Date
(in  the case of a Eurodollar Rate Loan) or at least one Business Day in advance
of  the  proposed  Funding  Date  (in  the  case of a Base Rate Loan).  Whenever
Company  desires that Swing Line Lender make a Swing Line Loan, it shall deliver
to Administrative Agent a Notice of Borrowing no later than 11:00 A.M. (New York
City  time) on the proposed Funding Date.  The Notice of Borrowing shall specify
(i)  the  proposed Funding Date (which shall be a Business Day), (ii) the amount
and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans
made  on  the  Effective Date, that such Loans shall be Base Rate Loans, (iv) in
the  case  of  Term  Loans  and  Revolving Loans not made on the Effective Date,
whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in
the case of any Loans requested to be made as Eurodollar Rate Loans, the initial
Interest  Period  requested  therefor.  Term  Loans  and  Revolving Loans may be
continued  as or converted into Base Rate Loans and Eurodollar Rate Loans in the
manner  provided  in subsection 2.2D.  In lieu of delivering the above-described
Notice  of Borrowing, Company may give Administrative Agent telephonic notice by
the required time of any proposed borrowing under this subsection 2.1B; provided
                                                                        --------
that  such notice shall be promptly confirmed in writing by delivery of a Notice
of  Borrowing  to Administrative Agent on or before the applicable Funding Date.
     Neither  Administrative  Agent  nor any Lender shall incur any liability to
Company  in  acting  upon  any  telephonic  notice  referred  to  above  that
Administrative  Agent  believes  in  good  faith  to  have  been given by a duly
authorized  officer or other Person authorized to borrow on behalf of Company or
for  otherwise acting in good faith under this subsection 2.1B, and upon funding
of  Loans  by  Lenders  in  accordance  with this Agreement pursuant to any such
telephonic  notice  Company  shall  have  effected  Loans  hereunder.
Company  shall  notify Administrative Agent prior to the funding of any Loans in
the event that any of the matters to which Company is required to certify in the
applicable  Notice  of  Borrowing  is  no  longer  true  and  correct  as of the
applicable  Funding  Date,  and the acceptance by Company of the proceeds of any
Loans  shall  constitute  a  re-certification  by  Company, as of the applicable
Funding  Date,  as to the matters to which Company is required to certify in the
applicable  Notice  of  Borrowing.
Except  as  otherwise  provided  in subsections 2.6B, 2.6C and 2.6G, a Notice of
Borrowing  for  a  Eurodollar  Rate  Loan (or telephonic notice in lieu thereof)
shall  be irrevocable on and after the related Interest Rate Determination Date,
and  Company  shall  be  bound  to  make  a  borrowing  in accordance therewith.
C.     Disbursement  of  Funds.  Subject  to subsection 2.1A(vi), all Term Loans
and  Revolving  Loans  under  this  Agreement  shall be made by Lenders having a
Commitment  of  that Type simultaneously and proportionately to their respective
Pro Rata Shares, it being understood that no Lender shall be responsible for any
     default  by  any  other  Lender in that other Lender's obligation to make a
Loan  requested  hereunder  nor  shall  the Commitment of any Lender to make the
particular  Type  of  Loan  requested be increased or decreased as a result of a
default  by  any  other  Lender in that other Lender's obligation to make a Loan
requested hereunder.  Promptly after receipt by Administrative Agent of a Notice
of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof),
Administrative  Agent shall notify each Lender or Swing Line Lender, as the case
may  be,  of  the  proposed borrowing.  Each Lender shall make the amount of its
Loan  available  to Administrative Agent not later than 1:00 P.M. (New York City
time)  on  the  applicable  Funding  Date,  and Swing Line Lender shall make the
amount  of  its Swing Line Loan available to Administrative Agent not later than
1:00  P.M.  (New York City time) on the applicable Funding Date, in each case in
same  day  funds  in  Dollars,  at  the  Funding  and Payment Office.  Except as
provided  in  subsection  2.1A(v)  or  subsection 3.3B with respect to Revolving
Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender
for  the  amount  of  a  drawing  under  a  Letter  of Credit issued by it, upon
satisfaction  or waiver of the conditions precedent specified in subsections 4.1
(in  the  case  of Loans made on the Effective Date) and 4.2 (in the case of all
Loans),  Administrative  Agent  shall promptly upon receipt make the proceeds of
such  Loans  available  to  Company on the applicable Funding Date by causing an
amount  of  same  day  funds  in Dollars equal to the proceeds of all such Loans
received  by Administrative Agent from Lenders or Swing Line Lender, as the case
may  be,  to  be  credited  to the account of Company at the Funding and Payment
Office.
     Unless Administrative Agent shall have been notified by any Lender prior to
the  Funding  Date  for  any  Loans  that  such  Lender  does not intend to make
available  to Administrative Agent the amount of such Lender's Loan requested on
such  Funding  Date,  Administrative  Agent may assume that such Lender has made
such  amount  available  to  Administrative  Agent  on  such  Funding  Date  and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make  available to Company a corresponding amount on such Funding Date.  If such
corresponding  amount  is  not in fact made available to Administrative Agent by
such  Lender,  Administrative  Agent  shall  be  entitled  to  recover  such
corresponding  amount on demand from such Lender together with interest thereon,
for  each  day  from  such  Funding  Date  until the date such amount is paid to
Administrative  Agent, at the customary rate set by Administrative Agent for the
correction  of  errors among banks for three Business Days and thereafter at the
Base Rate.  If such Lender does not pay such corresponding amount forthwith upon
Administrative  Agent's  demand  therefor,  Administrative  Agent shall promptly
notify  Company  and  Company shall immediately pay such corresponding amount to
Administrative  Agent  together  with  interest  thereon, for each day from such
Funding  Date until the date such amount is paid to Administrative Agent, at the
rate  payable  under  this  Agreement  for  Base  Rate  Loans.  Nothing  in this
subsection  2.1C  shall  be  deemed to relieve any Lender from its obligation to
fulfill  its  Commitments  hereunder or to prejudice any rights that Company may
have  against  any  Lender  as a result of any default by such Lender hereunder.
D.     The Register.
(i)     Administrative  Agent  shall  maintain,  at  its  address referred to in
subsection  10.8,  a  register for the recordation of the names and addresses of
Lenders  and  the  Commitments  and  Loans of each Lender from time to time (the
"Register").  The  Register  shall be available for inspection by Company or any
Lender  at  any  reasonable  time  and  from  time to time upon reasonable prior
notice.
(ii)     Administrative Agent shall record in the Register the Tranche A Term
Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment
and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term
Loans, Tranche C Term Loans and Revolving Loans from time to time of each
Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to
time of Swing Line Lender, and each repayment or prepayment in respect of the
principal amount of the Tranche A Term Loans, Tranche B Term Loans, Tranche C
Term Loans or Revolving Loans of each Lender or the Swing Line Loans of Swing
Line Lender.  Any such recordation shall be conclusive and binding on Company
and each Lender, absent manifest error; provided that failure to make any such
                                        --------
recordation, or any error in such recordation, shall not affect any Lender's
Commitments or Company's Obligations in respect of any applicable Loans.
(iii)     Each Lender shall record on its internal records (including the Notes
held by such Lender) the amount of any Tranche A Term Loan, Tranche B Term Loan,
Tranche C Term Loan and each Revolving Loan made by it and each payment in
respect thereof.  Any such recordation shall be conclusive and binding on
Company, absent manifest error; provided that failure to make any such
                                --------
recordation, or any error in such recordation, shall not affect any Lender's
Commitments or Company's Obligations in respect of any applicable Loans; and
provided further that in the event of any inconsistency between the Register and
   ----- -------
any Lender's records, the recordations in the Register shall govern.
(iv)     Company, Administrative Agent and Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof, and
no assignment or transfer of any such Commitment or Loan shall be effective, in
each case unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been accepted by Administrative Agent and recorded
in the Register as provided in subsection 10.1B(ii).  Prior to such recordation,
all amounts owed with respect to the applicable Commitment or Loan shall be owed
to the Lender listed in the Register as the owner thereof, and any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the
corresponding Commitments or Loans.
(v)     Company hereby designates CIBC to serve as Company's agent solely for
purposes of maintaining the Register as provided in this subsection 2.1D, and
Company hereby agrees that, to the extent CIBC serves in such capacity, CIBC and
its officers, directors, employees, agents and Affiliates shall constitute
Indemnitees for all purposes under subsection 10.3.
E.     Notes.  Company  shall  execute  and deliver on the Effective Date (i) to
each  Lender  having  a  Commitment  for that Type of Loan (or to Administrative
Agent  for  that  Lender) (a) a Tranche A Term Note substantially in the form of
Exhibit  IV-A  annexed  hereto to evidence that Lender's Tranche A Term Loan, in
  -----------
the  principal  amount  of  that  Lender's  Tranche  A  Term Loan and with other
appropriate  insertions,  (b) a Tranche B Term Note substantially in the form of
Exhibit  IV-B  annexed  hereto to evidence that Lender's Tranche B Term Loan, in
 ------------
the  principal  amount  of  that  Lender's  Tranche  B  Term Loan and with other
 -
appropriate  insertions,  (c) a Tranche C Term Note substantially in the form of
 -
Exhibit  IV-C  annexed  hereto to evidence that Lender's Tranche C Term Loan, in
 ------------
the  principal  amount  of  that  Lender's  Tranche  C  Term Loan and with other
 -
appropriate  insertions,  and  (d) a Revolving Note substantially in the form of
 -
Exhibit  V  annexed  hereto  to  evidence  that Lender's Revolving Loans, in the
 ---------
principal  amount  of  that  Lender's  Revolving  Loan Commitment and with other
 ----
appropriate  insertions,  and  (ii)  to  Swing Line Lender (or to Administrative
 ----
Agent  for  Swing  Line  Lender)  a Swing Line Note substantially in the form of
 ---
Exhibit  VI  annexed hereto to evidence Swing Line Lender's Swing Line Loans, in
 ----------
the  principal  amount  of  the  Swing  Line  Loan  Commitment  and  with  other
appropriate  insertions.
     Administrative  Agent may deem and treat the payee of any Note as the owner
thereof  for  all  purposes  hereof  unless  and  until  an Assignment Agreement
effecting  the  assignment  or  transfer  thereof  shall  have  been accepted by
Administrative  Agent  as  provided  in  subsection  10.1B(ii).  Any  request,
authorization  or  consent of any Person who, at the time of making such request
or  giving  such  authority  or  consent,  is  the  holder  of any Note shall be
conclusive  and binding on any subsequent holder, assignee or transferee of that
Note  or  of  any  Note  or  Notes  issued  in  exchange  therefor.
In  the event Company increases the aggregate principal amount of the Term Loans
or  Revolving  Loan  Commitments,  as  the  case  may be, pursuant to subsection
2.1A(vi),  Company shall issue replacement Term Notes or Revolving Notes, as the
case  may  be,  to  each  Increasing Lender (or to Administrative Agent for such
Increasing Lender) and new Term Notes or Revolving Notes, as the case may be, to
each  New  Lender  (or  to  Administrative  Agent  for  such  New  Lender).
2.2     Interest on the Loans.
        ---------------------
A.     Rate  of Interest.  Subject to the provisions of subsections 2.6 and 2.7,
each  Term  Loan  and  each  Revolving  Loan  shall  bear interest on the unpaid
principal  amount  thereof  from  the  date  made  through  maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
     the Adjusted Eurodollar Rate.  Subject to the provisions of subsection 2.7,
each  Swing Line Loan shall bear interest on the unpaid principal amount thereof
from  the date made through maturity (whether by acceleration or otherwise) at a
rate  determined  by  reference  to  the  Base  Rate.  The  applicable basis for
determining  the rate of interest with respect to any Term Loan or any Revolving
Loan shall be selected by Company initially at the time a Notice of Borrowing is
given  with  respect to such Loan pursuant to subsection 2.1B, and the basis for
determining  the  interest  rate  with respect to any Term Loan or any Revolving
Loan may be changed from time to time pursuant to subsection 2.2D. If on any day
a  Term  Loan  or Revolving Loan is outstanding with respect to which notice has
not  been delivered to Administrative Agent in accordance with the terms of this
Agreement  specifying the applicable basis for determining the rate of interest,
then  for  that day that Loan shall bear interest determined by reference to the
Base  Rate.
     Subject  to  the provisions of subsections 2.2E and 2.7, the Term Loans and
the  Revolving  Loans  shall  bear  interest  through  maturity  as  follows:
(i)     if  a  Base  Rate  Loan,  then  at  the  sum  of  the Base Rate plus the
                                                                        ----
Applicable  Base  Rate  Margin;  or
(ii)     if a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar
Rate plus the Applicable Eurodollar Rate Margin.
     ----
     Subject to the provisions of subsections 2.2E and 2.7, the Swing Line Loans
shall  bear  interest  through  maturity  at  the  sum of the Base Rate plus the
                                                                        ----
Applicable  Base  Rate  Margin.
Upon  delivery  of  the  Margin  Determination  Certificate  by  Company  to
Administrative  Agent  pursuant to subsection 6.1(xix), the Applicable Base Rate
Margin  and Applicable Eurodollar Rate Margin shall automatically be adjusted in
accordance with such Margin Determination Certificate, such adjustment to become
effective  on  the  next  succeeding Margin Reset Date; provided that (1) at any
                                                        --------
time  a  Margin  Determination Certificate is not delivered at the time required
pursuant  to  subsection  6.1(xix),  from  the  time  such  Margin Determination
Certificate  was  required  to  be  delivered  until  delivery  of  such  Margin
Determination  Certificate,  with  respect to Tranche A Term Loans and Revolving
Loans,  the  Applicable  Base  Rate  Margin  shall  be  2.00% and the Applicable
Eurodollar Rate Margin shall be 3.00%, with respect to Tranche B Term Loans, the
Applicable  Base  Rate  Margin shall be 2.25% and the Applicable Eurodollar Rate
Margin  shall be 3.25%, and with respect to Tranche C Term Loans, the Applicable
Base  Rate Margin shall be 2.75% and the Applicable Eurodollar Rate Margin shall
be  3.375%,  and (2) if a Margin Determination Certificate erroneously indicates
an  applicable  margin  (x) more favorable to Company than should be afforded by
the  actual  calculation of the Consolidated Total Leverage Ratio, Company shall
promptly  pay  additional interest and letter of credit fees to correct for such
error,  and  (y) less favorable to Company than should be afforded by the actual
calculation  of  the  Consolidated  Total Leverage Ratio, Lenders shall promptly
reimburse  Company  an amount equal to such excess interest and letter of credit
fees  to  correct  for  such  error.
B.     Interest  Periods.  In connection with each Eurodollar Rate Loan, Company
may,  pursuant  to  the  applicable  Notice  of  Borrowing  or  Notice  of
Conversion/Continuation,  as the case may be, select an interest period (each an
"Interest  Period")  to  be applicable to such Loan, which Interest Period shall
be,  at  Company's option, either a one, two, three or six month period (or with
respect  to  clause  (vi)  below  only,  such  shorter  period  acceptable  to
Administrative  Agent);  provided  that:
                         --------
(i)     the  initial Interest Period for any Eurodollar Rate Loan shall commence
on  the  Funding  Date  in respect of such Loan, in the case of a Loan initially
made  as  a  Eurodollar  Rate  Loan,  or on the date specified in the applicable
Notice  of  Conversion/Continuation,  in  the  case  of  a  Loan  converted to a
Eurodollar  Rate  Loan;
(ii)     in the case of immediately successive Interest Periods applicable to a
Eurodollar Rate Loan continued as such pursuant to a Notice of Conversion/
Continuation, each successive Interest Period shall commence on the day on which
the next preceding Interest Period expires;
(iii)     if an Interest Period would otherwise expire on a day that is not a
Business Day, such Interest Period shall expire on the next succeeding Business
Day; provided that, if any Interest Period would otherwise expire on a day that
     --------
is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day;
(iv)     any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to clause (v)
of this subsection 2.2B, end on the last Business Day of a calendar month;
(v)     no Interest Period with respect to any portion of the Tranche A Term
Loans shall extend beyond March 2, 2005, no Interest Period with respect to any
portion of the Tranche B Term Loans shall extend beyond March 2, 2006, no
Interest Period with respect to any portion of the Tranche C Term Loans shall
extend beyond March 2, 2007 and no Interest Period with respect to any portion
of the Revolving Loans shall extend beyond the Revolving Loan Commitment
Termination Date;
(vi)     no Interest Period with respect to any portion of any Type of Term
Loans shall extend beyond a date on which Company is required to make a
scheduled payment of principal of such Type of Term Loans unless the sum of (a)
the aggregate principal amount of such Type of Term Loans that are Base Rate
Loans plus (b) the aggregate principal amount of such Type of Term Loans that
      ----
are Eurodollar Rate Loans with Interest Periods expiring on or before such date
equals or exceeds the principal amount required to be paid on such Type of Term
Loans on such date;
(vii)     there shall be no more than fifteen (15) Interest Periods outstanding
at any time; and
(viii)     in the event Company fails to specify an Interest Period for any
Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
Conversion/Continuation, Company shall be deemed to have selected an Interest
Period of one month.
C.     Interest  Payments.  Subject  to  the  provisions  of  subsection  2.2E,
interest  on  each  Loan  shall  be  payable  in arrears on and to each Interest
Payment  Date  applicable to that Loan, upon any prepayment of that Loan (to the
extent  accrued  on  the  amount being prepaid) and at maturity (including final
maturity);  provided  that  in  the  event any Swing Line Loans or any Revolving
            --------
Loans  that  are  Base  Rate  Loans  are prepaid pursuant to subsection 2.4B(i),
interest accrued on such Swing Line Loans or Revolving Loans through the date of
     such  prepayment  shall  be payable on the next succeeding Interest Payment
Date  applicable  to  Base  Rate  Loans  (or,  if  earlier,  at final maturity).
D.     Conversion or Continuation.  Subject to the provisions of subsection 2.6,
Company shall have the option (i) to convert at any time all or any part of its
outstanding Term Loans or Revolving Loans equal to $1,000,000 and integral
multiples of $1,000,000 in excess of that amount from Loans bearing interest at
a rate determined by reference to one basis to Loans bearing interest at a rate
determined by reference to an alternative basis or (ii) upon the expiration of
any Interest Period applicable to a Eurodollar Rate Loan, to continue all or any
portion of such Loan equal to $2,500,000 and integral multiples of $1,000,000 in
excess of that amount as a Eurodollar Rate Loan; provided, however, that a
                                                 --------  -------
Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.
     Company shall deliver a Notice of Conversion/Continuation to Administrative
Agent no later than 11:00 A.M. (New York City time) at least one Business Day in
advance  of  the proposed conversion date (in the case of a conversion to a Base
Rate  Loan)  and  at  least  three  Business  Days  in  advance  of the proposed
conversion/continuation  date (in the case of a conversion to, or a continuation
of,  a Eurodollar Rate Loan).  A Notice of Conversion/Continuation shall specify
(i)  the  proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and Type of the Loan to be converted/continued, (iii) the nature
of the proposed conversion/continuation, (iv) in the case of a conversion to, or
a  continuation  of,  a Eurodollar Rate Loan, the requested Interest Period, and
(v)  in  the  case  of  a conversion to, or a continuation of, a Eurodollar Rate
Loan, that no Potential Event of Default or Event of Default has occurred and is
continuing.  In  lieu  of  delivering  the  above-described  Notice  of
Conversion/Continuation, Company may give Administrative Agent telephonic notice
by  the  required  time  of  any  proposed  conversion/continuation  under  this
subsection  2.2D;  provided  that  such  notice  shall  be promptly confirmed in
                   --------
writing  by  delivery  of  a Notice of Conversion/Continuation to Administrative
Agent  on  or before the proposed conversion/continuation date.  Upon receipt of
written  or telephonic notice of any proposed conversion/continuation under this
subsection  2.2D,  Administrative  Agent  shall promptly transmit such notice by
telefacsimile  or  telephone  to  each  Lender.
Neither Administrative Agent nor any Lender shall incur any liability to Company
in acting upon any telephonic notice referred to above that Administrative Agent
believes  in good faith to have been given by a duly authorized officer or other
person  authorized  to  act on behalf of Company or for otherwise acting in good
faith  under  this  subsection  2.2D, and upon conversion or continuation of the
applicable  basis for determining the interest rate with respect to any Loans in
accordance  with  this  Agreement pursuant to any such telephonic notice Company
shall have effected a conversion or continuation, as the case may be, hereunder.
Except  as  otherwise  provided  in subsections 2.6B, 2.6C and 2.6G, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan  (or  telephonic  notice in lieu thereof) shall be irrevocable on and after
the  related  Interest  Rate  Determination  Date, and Company shall be bound to
effect  a  conversion  or  continuation  in  accordance  therewith.
E.     Post-Maturity  Interest.   Any  principal  payments on the Loans (whether
Base  Rate  Loans or Eurodollar Rate Loans) not paid when due and, to the extent
permitted  by  applicable law, any interest payments on the Loans or any fees or
other  amounts  owed hereunder not paid when due, in each case whether at stated
maturity,  by  notice  of  prepayment,  by  acceleration  or  otherwise,  shall
thereafter  bear  interest  (including  post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
     at  a  rate which is 2.00% per annum in excess of the highest interest rate
otherwise  payable  under  this Agreement for Base Rate Loans; provided that, in
                                                               --------
the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in
effect  at  the  time  any  such  increase  in  interest  rate is effective such
Eurodollar  Rate  Loans  shall  thereupon  become  Base  Rate  Loans  and  shall
thereafter  bear interest payable upon demand at a rate which is 2.00% per annum
in  excess  of  the highest interest rate otherwise payable under this Agreement
for  Base  Rate Loans.  Payment or acceptance of the increased rates of interest
provided  for  in  this subsection 2.2E is not a permitted alternative to timely
payment  and  shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.
F.     Computation of Interest.  Interest on the Loans shall be computed (i) in
the case of Base Rate Loans, on the basis of a 365-day or 366-day year, as the
case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a
360-day year, in each case for the actual number of days elapsed in the period
during which it accrues.  In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a Loan is repaid on the same
                                --------
day on which it is made, one day's interest shall be paid on that Loan.
2.3     Fees.
        ----
A.     Commitment  Fees.  Company  agrees  to  pay  to Administrative Agent, for
distribution  to  each  Lender  in  proportion  to that Lender's Pro Rata Share,
commitment  fees  for  the  period  from and including the Effective Date to and
excluding the Revolving Loan Commitment Termination Date equal to the average of
     the  daily  excess  of  the  Revolving  Loan  Commitments  over  the  Total
Utilization  of  Revolving  Loan Commitments (but not any outstanding Swing Line
Loans)  multiplied  by the Commitment Fee Percentage, such commitment fees to be
        ----------  --
calculated  on the basis of a 360-day year and the actual number of days elapsed
and  to  be payable quarterly in arrears on the last Business Day of each March,
June,  September  and December of each year commencing on the first such date to
occur after the Effective Date, and on the Revolving Loan Commitment Termination
Date.
     Upon  delivery  of  the  Margin  Determination  Certificate  by  Company to
Administrative  Agent  pursuant  to  subsection  6.1(xix),  the  Commitment  Fee
Percentage  shall  automatically  be  adjusted  in  accordance  with such Margin
Determination  Certificate,  such  adjustment  to  become  effective on the next
succeeding  Margin  Reset  Date;  provided  that  (1)  at  any  time  a  Margin
                                  --------
Determination  Certificate  is  not  delivered  at the time required pursuant to
subsection  6.1(xix),  from  the  time such Margin Determination Certificate was
required  to  be  delivered  until  delivery  of  such  Margin  Determination
Certificate,  the Commitment Fee Percentage shall be 0.500%, and (2) if a Margin
Determination  Certificate  erroneously  indicates an applicable margin (x) more
favorable  to  Company  than should be afforded by the actual calculation of the
Consolidated  Total  Leverage  Ratio,  Company  shall  promptly  pay  additional
commitment  fees  to  correct  for such error, and (y) less favorable to Company
than  should  be  afforded  by  the actual calculation of the Consolidated Total
Leverage Ratio, Lenders shall promptly reimburse Company an amount equal to such
excess  commitment  fees  to  correct  for  such  error.
     B.     Upfront  Fee.  Company agrees to pay to Lead Arranger an upfront fee
on  the Effective Date as more particularly set forth in that certain fee letter
dated  as  of  October  4,  1999.
C.     Annual Administrative Fee.  Company agrees to pay to Administrative Agent
an  annual administrative fee as more particularly set forth in that certain fee
letter  dated  as  of  October  4,  1999.
D.     Other  Fees.  Company  agrees  to  pay to Administrative Agent such other
fees  in the amounts and at the times separately agreed upon between Company and
Administrative  Agent.
2.4     Repayments, Prepayments and Reductions in Loans and Revolving Loan
        ------------------------------------------------------------------
Commitments; General Provisions Regarding Payments; Application of Proceeds of
     -------------------------------------------------------------------------
Collateral and Payments Under Subsidiary Guaranty.
 ------------------------------------------------
A.     Scheduled  Payments  of  Term  Loans.
(i)     Scheduled  Payments  of  Tranche  A  Term  Loans.  Company  shall  make
        ------------------------------------------------
principal  payments on the Tranche A Term Loans in installments on the dates and
in  the  amounts  set  forth  below:
                                 Scheduled Repayment
              Scheduled Repayment Date     of Tranche A Term Loans
              ------------------------     -----------------------
                          July 28, 2000     $2,500,000
                         October 27, 2000     $2,500,000
                         January 26, 2001     $2,500,000
                          April 27, 2001     $2,500,000
                          July 27, 2001     $3,750,000
                         October 26, 2001     $3,750,000
                         January 25, 2002     $3,750,000
                          April 26, 2002     $3,750,000
                          July 26, 2002     $5,000,000
                         October 25, 2002     $5,000,000
                         January 24, 2003     $5,000,000
                          April 25, 2003     $5,000,000
                          July 25, 2003     $6,250,000
                         October 24, 2003     $6,250,000
                         January 23, 2004     $6,250,000
                          April 23, 2004     $6,250,000
                          July 23, 2004     $7,500,000
                         October 22, 2004     $7,500,000
                         January 28, 2005     $7,500,000
                          March 2, 2005     $7,500,000
                                            ----------
                              Total     $100,000,000

;  provided  that  the scheduled installments of principal of the Tranche A Term
   --------
Loans  set  forth  above  shall  be  reduced in connection with any voluntary or
mandatory  prepayments of the Tranche A Term Loans in accordance with subsection
2.4B(iv);  provided  further that the Tranche A Term Loans and all other amounts
           --------  -------
owed hereunder with respect to the Tranche A Term Loans shall be paid in full no
later  than  March  2,  2005,  and  the  final installment payable by Company in
respect  of the Tranche A Term Loans on such date shall be in an amount, if such
amount  is  different from that specified above, sufficient to repay all amounts
owing  by Company under this Agreement with respect to the Tranche A Term Loans;
and  provided  further  that in the event that the aggregate principal amount of
     --------  -------
the Tranche A Term Loans is increased pursuant to subsection 2.1A(vi), then each
scheduled  principal  repayment to be made after such increase becomes effective
shall  be  increased by an amount equal to (a) the aggregate principal amount of
the  increase  in  the  Tranche  A  Term  Loans  pursuant to subsection 2.1A(vi)
multiplied by (b) an amount equal to (x) such scheduled repayment amount divided
       --- --                                                            -------
by  (y)  the aggregate principal amount of the Tranche A Term Loans to be repaid
--
immediately  prior  to giving effect to the increase in the Tranche A Term Loans
made  pursuant  to  subsection  2.1A(vi).
(ii)     Scheduled  Payments  of  Tranche  B  Term  Loans.  Company  shall  make
         ------------------------------------------------
principal  payments on the Tranche B Term Loans in installments on the dates and
in  the  amounts  set  forth  below:
                                 Scheduled Repayment
                                     of Tranche B
                     Scheduled Repayment Date     Term Loans
                     ------------------------     ----------
                        July 28, 2000     $      500,000
                       October 27, 2000     $      500,000
                       January 26, 2001     $      500,000
                        April 27, 2001     $      500,000
                        July 27, 2001     $      500,000
                       October 26, 2001     $      500,000
                       January 25, 2002     $      500,000
                        April 26, 2002     $      500,000
                        July 26, 2002     $      500,000
                       October 25, 2002     $      500,000
                       January 24, 2003     $      500,000
                        April 25, 2003     $      500,000
                        July 25, 2003     $      500,000
                       October 24, 2003     $      500,000
                       January 23, 2004     $      500,000
                        April 23, 2004     $      500,000
                        July 23, 2004     $      500,000
                       October 22, 2004     $      500,000
                       January 28, 2005     $      500,000
                        April 22, 2005     $      500,000
                         July 22, 2005     $ 47,500,000
                        October 28, 2005     $ 47,500,000
                        January 27, 2006     $ 47,500,000
                         March 2, 2006     $ 47,500,000
                                           ------------
                              Total     $200,000,000

;  provided  that  the scheduled installments of principal of the Tranche B Term
   --------
Loans  set  forth  above  shall  be  reduced in connection with any voluntary or
mandatory  prepayments of the Tranche B Term Loans in accordance with subsection
2.4B(iv);  provided  further that the Tranche B Term Loans and all other amounts
           --------  -------
owed hereunder with respect to the Tranche B Term Loans shall be paid in full no
later  than  March  2,  2006,  and  the  final installment payable by Company in
respect  of the Tranche B Term Loans on such date shall be in an amount, if such
amount  is  different from that specified above, sufficient to repay all amounts
owing  by Company under this Agreement with respect to the Tranche B Term Loans;
and  provided  further  that in the event that the aggregate principal amount of
     --------  -------
the Tranche B Term Loans is increased pursuant to subsection 2.1A(vi), then each
scheduled  principal  repayment to be made after such increase becomes effective
shall  be  increased by an amount equal to (a) the aggregate principal amount of
the  increase  in  the  Tranche  B  Term  Loans  pursuant to subsection 2.1A(vi)
multiplied by (b) an amount equal to (x) such scheduled repayment amount divided
       --- --                                                            -------
by  (y)  the aggregate principal amount of the Tranche B Term Loans to be repaid
--
immediately  prior  to giving effect to the increase in the Tranche B Term Loans
made  pursuant  to  subsection  2.1A(vi).
(iii)     Scheduled  Payments  of  Tranche  C  Term  Loans.  Company  shall make
          ------------------------------------------------
principal  payments on the Tranche C Term Loans in installments on the dates and
in  the  amounts  set  forth  below:
                                 Scheduled Repayment
              Scheduled Repayment Date     of Tranche C Term Loans
              ------------------------     -----------------------
                        July 28, 2000     $      437,500
                       October 27, 2000     $      437,500
                       January 26, 2001     $      437,500
                        April 27, 2001     $      437,500
                        July 27, 2001     $      437,500
                       October 26, 2001     $      437,500
                       January 25, 2002     $      437,500
                        April 26, 2002     $      437,500
                        July 26, 2002     $      437,500
                       October 25, 2002     $      437,500
                       January 24, 2003     $      437,500
                        April 25, 2003     $      437,500
                        July 25, 2003     $      437,500
                       October 24, 2003     $      437,500
                       January 23, 2004     $      437,500
                        April 23, 2004     $      437,500
                        July 23, 2004     $      437,500
                       October 22, 2004     $      437,500
                       January 28, 2005     $      437,500
                        April 22, 2005     $      437,500
                        July 22, 2005     $      437,500
                       October 28, 2005     $      437,500
                       January 27, 2006     $      437,500
                        April 28, 2006     $      437,500
                         July 28, 2006     $ 41,125,000
                        October 27, 2006     $ 41,125,000
                        January 26, 2007     $ 41,125,000
                         March 2, 2007     $ 41,125,000
                                           ------------
                              Total     $175,000,000

;  provided  that  the scheduled installments of principal of the Tranche C Term
   --------
Loans  set  forth  above  shall  be  reduced in connection with any voluntary or
mandatory  prepayments of the Tranche C Term Loans in accordance with subsection
2.4B(iv);  provided  further that the Tranche C Term Loans and all other amounts
           --------  -------
owed hereunder with respect to the Tranche C Term Loans shall be paid in full no
later  than  March  2,  2007,  and  the  final installment payable by Company in
respect  of the Tranche C Term Loans on such date shall be in an amount, if such
amount  is  different from that specified above, sufficient to repay all amounts
owing  by Company under this Agreement with respect to the Tranche C Term Loans;
and  provided  further  that in the event that the aggregate principal amount of
     --------  -------
the Tranche C Term Loans is increased pursuant to subsection 2.1A(vi), then each
scheduled  principal  repayment to be made after such increase becomes effective
shall  be  increased by an amount equal to (a) the aggregate principal amount of
the  increase  in  the  Tranche  C  Term  Loans  pursuant to subsection 2.1A(vi)
multiplied by (b) an amount equal to (x) such scheduled repayment amount divided
       --- --                                                            -------
by  (y)  the aggregate principal amount of the Tranche C Term Loans to be repaid
--
immediately  prior  to giving effect to the increase in the Tranche C Term Loans
made  pursuant  to  subsection  2.1A(vi).
B.     Prepayments and Reductions in Revolving Loan Commitments.
(i)     Voluntary  Prepayments.  Company  may, upon written or telephonic notice
        ----------------------
to  Administrative  Agent  on or prior to 12:00 Noon (New York City time) on the
date  of prepayment, which notice, if telephonic, shall be promptly confirmed in
writing,  at  any  time  and from time to time prepay any Swing Line Loan on any
Business  Day in whole or in part in an aggregate minimum amount of $250,000 and
integral  multiples of $250,000 in excess of that amount.  Company may, upon not
less  than one Business Day's prior written or telephonic notice, in the case of
Base Rate Loans, and three Business Days' prior written or telephonic notice, in
     the  case  of  Eurodollar  Rate Loans, in each case given to Administrative
Agent  by  12:00 Noon (New York City time) on the date required and, if given by
telephone, promptly confirmed in writing to Administrative Agent (which original
written  or  telephonic  notice  Administrative  Agent will promptly transmit by
telefacsimile  or  telephone  to each Lender), at any time and from time to time
prepay any Term Loans or Revolving Loans on any Business Day in whole or in part
in  an  aggregate  minimum  amount  of  $1,000,000  and  integral  multiples  of
$1,000,000  in  excess of that amount; provided, however, that a Eurodollar Rate
                                       --------  -------
Loan  may  only  be  prepaid on the expiration of the Interest Period applicable
thereto.  Any voluntary prepayment of Tranche B Term Loans and/or Tranche C Term
Loans  made  pursuant  to  this  subsection  2.4B(i)  by  Company  (1) after the
Effective  Date  and  on or prior to the first anniversary of the Effective Date
shall be subject to the payment of a premium of 1.00% of the principal amount of
Loans  so  prepaid, (2) after the first anniversary of the Effective Date and on
or prior to the second anniversary of the Effective Date shall be subject to the
payment  of  a  premium of 0.50% of the principal amount of Loans so prepaid and
(3)  after  the second anniversary of the Effective Date shall not be subject to
any  prepayment  premium.  Notice  of prepayment having been given as aforesaid,
the  principal amount of the Loans specified in such notice shall become due and
payable on the prepayment date specified therein.  Any such voluntary prepayment
shall  be  applied  as  specified  in  subsection  2.4B(iv).
(ii)     Voluntary Reductions of Revolving Loan Commitments.  Company may, upon
         --------------------------------------------------
not less than three Business Days' prior written or telephonic notice confirmed
in writing to Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by telefacsimile or telephone to
each Lender), at any time and from time to time terminate in whole or
permanently reduce in part, without premium or penalty, the Revolving Loan
Commitments in an amount up to the amount by which the Revolving Loan
Commitments exceed the Total Utilization of Revolving Loan Commitments at the
time of such proposed termination or reduction; provided that any such partial
                                                --------
reduction of the Revolving Loan Commitments shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that
amount.  Company's notice to Administrative Agent shall designate the date
(which shall be a Business Day) of such termination or reduction and the amount
of any partial reduction, and such termination or reduction of the Revolving
Loan Commitments shall be effective on the date specified in Company's notice
and shall reduce the Revolving Loan Commitment of each Lender proportionately to
its Pro Rata Share.
(iii)     Mandatory Prepayments and Mandatory Reductions of Revolving Loan
          ----------------------------------------------------------------
Commitments.  The Loans shall be prepaid and/or the Revolving Loan Commitments
     ------
shall be permanently reduced in the amounts and under the circumstances set
forth below, all such prepayments and/or reductions to be applied as set forth
below or as more specifically provided in subsection 2.4B(iv):
(a)     Prepayments  and Reductions From Net Asset Sale Proceeds.  No later than
        --------------------------------------------------------
the  first  Business  Day following the date of receipt by Company or any of its
Restricted  Subsidiaries  of any Net Asset Sale Proceeds in respect of any Asset
Sale  (other than an Asset Sale of the Las Vegas Facility), Company shall prepay
the  Loans and/or the Revolving Loan Commitments shall be permanently reduced in
an aggregate amount equal to 100% of the amount of such Net Asset Sale Proceeds;
     provided, however, that such Net Asset Sale Proceeds received by Company or
     --------  -------
any  of  its  Restricted  Subsidiaries  from  any  Asset  Sales  permitted under
subsection  7.7(vi)  shall  be excluded from the requirements of this subsection
2.4B(iii)(a)  to the extent such proceeds are reinvested or committed in writing
to  be  reinvested  in  a Related Business within 180 days after receipt of such
proceeds;  provided further that, if any such Net Asset Sale Proceeds are not so
           -------- -------
reinvested  or committed in writing to be reinvested within such 180 day period,
then such proceeds shall be applied as required by this subsection 2.4B(iii)(a).
(b)     Prepayments and Reductions from Net Insurance/Condemnation Proceeds.  No
        -------------------------------------------------------------------
later than the first Business Day following the date of receipt by
Administrative Agent or by Company or any of its Restricted Subsidiaries of any
Net Insurance/ Condemnation Proceeds, Company shall prepay the Loans and/or the
Revolving Loan Commitments shall be permanently reduced in an aggregate amount
equal to 100% of the amount of such Net Insurance/Condemnation Proceeds;
provided, however, such Net Insurance/Condemnation Proceeds received by Company
       -  -------
or any of its Restricted Subsidiaries shall be excluded from the requirements of
this subsection 2.4B(iii)(b) to the extent that (i) under the terms of any lease
or other agreement existing on the Effective Date such Net
Insurance/Condemnation Proceeds are required to be used to replace, rebuild or
repair the asset so damaged, destroyed or taken, or (ii) Company or the
applicable Restricted Subsidiary determines to utilize such Net
Insurance/Condemnation Proceeds to replace, rebuild or repair the asset,
damaged, destroyed or taken, and in each case referred to in clauses (i) and
(ii) above, Company or such Restricted Subsidiary so utilizes or has committed
in writing to so utilize such Net Insurance/Condemnation Proceeds within 180
days after the receipt of such proceeds; provided further that, if any such Net
                                         -------- -------
Insurance/Condemnation Proceeds are not so utilized or committed in writing to
be utilized within such 180 day period, then such proceeds shall be applied as
required by this subsection 2.4B(iii)(b).
(c)     Prepayments and Reductions Due to Issuance of Debt Securities.  On the
        -------------------------------------------------------------
date of receipt by Company of the Cash proceeds (any such proceeds, net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses, being "Net
Debt Proceeds") from the issuance of any debt Securities (other than the
issuance of Indebtedness permitted under subsections 7.1(i)-(vi) and (ix), and
the issuance of Indebtedness permitted under subsection 7.1(viii) if such
Indebtedness is issued for the purpose of refinancing any of the then
outstanding Types of Term Loans) of Company after the Effective Date, Company
shall prepay the Loans and/or the Revolving Loan Commitments shall be
permanently reduced in an aggregate amount equal to 75% of such Net Debt
Proceeds.
(d)     Prepayments and Reductions in Connection with the Secondary Acquisition.
        -----------------------------------------------------------------------
In the event that the Secondary Acquisition does not close on or before June 30,
2001, then on such date Company shall prepay the Loans and/or the Revolving Loan
Commitments shall be permanently reduced in an aggregate amount equal to
$14,500,000.  If the Secondary Acquisition closes on or before June 30, 2001 and
Company or any of its Restricted Subsidiaries subsequently makes an Asset Sale
of the Las Vegas Facility, then, no later than the first Business Day following
the date of receipt by Company or such Restricted Subsidiary of the Net Asset
Sale Proceeds in respect of such Asset Sale, Company shall prepay the Loans
and/or the Revolving Loan Commitments shall be permanently reduced in an
aggregate amount equal to the lesser of (x) $14,500,000, and (y) an amount equal
to the Net Asset Sale Proceeds for the Las Vegas Facility.
(e)     Calculations of Net Proceeds Amounts; Additional Prepayments and
        ----------------------------------------------------------------
Reductions Based on Subsequent Calculations.  Concurrently with any prepayment
       ------------------------------------
of the Loans and/or reduction of the Revolving Loan Commitments pursuant to
subsections 2.4B(iii)(a)-(d), Company shall deliver to Administrative Agent an
Officer's Certificate demonstrating the calculation of the amount (the "Net
Proceeds Amount") of the applicable Net Asset Sale Proceeds, Net
Insurance/Condemnation Proceeds or the applicable Net Debt Proceeds (as such
term is defined in subsection 2.4B(iii)(c)), as the case may be, that gave rise
to such prepayment and/or reduction.  In the event that Company shall
subsequently determine that the actual Net Proceeds Amount was greater than the
amount set forth in such Officer's Certificate, Company shall promptly make an
additional prepayment of the Loans (and/or, if applicable, the Revolving Loan
Commitments shall be permanently reduced) in an amount equal to the amount of
such excess, and Company shall concurrently therewith deliver to Administrative
Agent an Officer's Certificate demonstrating the derivation of the additional
Net Proceeds Amount resulting in such excess.
(f)     Prepayments Due to Reductions or Restrictions of Revolving Loan
        ---------------------------------------------------------------
Commitments.  Company shall from time to time prepay first the Swing Line Loans,
        ---                                          -----
and second the Revolving Loans to the extent necessary so that the Total
    ------
Utilization of Revolving Loan Commitments shall not at any time exceed the
    ---
Revolving Loan Commitments then in effect.
    -
(iv)     Application  of  Prepayments.
         ----------------------------
(a)     Application  of  Voluntary  Prepayments  by  Type  of Loans and Order of
        ------------------------------------------------------------------------
Maturity.  Any  voluntary  prepayments  pursuant  to subsection 2.4B(i) shall be
     ---
applied as specified by Company in the applicable notice of prepayment; provided
                                                                        --------
     that  in  the  event  Company  fails to specify the Loans to which any such
prepayment  shall  be  applied,  such prepayment shall be applied first to repay
                                                                  -----
outstanding  Swing  Line  Loans  to  the  full  extent  thereof, second to repay
                                                                 ------
outstanding  Revolving  Loans  to  the  full  extent thereof, and third to repay
                                                                  -----
ratably the outstanding Tranche A Term Loans, Tranche B Term Loans and Tranche C
Term  Loans  to the full extent thereof.  Any voluntary prepayments of Tranche A
Term  Loans,  Tranche  B Term Loans and/or Tranche C Term Loans shall be applied
ratably  to  the  Tranche  A Term Loans, Tranche B Term Loans and Tranche C Term
Loans  and  shall  be applied to the scheduled installments thereof set forth in
subsections  2.4A(i),  2.4A(ii) and 2.4A(iii), respectively, in inverse order of
maturity;  provided,  however,  that  Company,  at  its  option,  may apply such
           --------   -------
voluntary  prepayments  first to reduce the immediately succeeding two scheduled
                        -----
installments  of  principal  of  Tranche  A Term Loans, Tranche B Term Loans and
Tranche  C  Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and 2.4A(iii),
respectively,  and  second,  to  the  extent  of  any  remaining portion of such
                    ------
voluntary  prepayments,  to  reduce  the  scheduled installments of principal of
Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans set forth in
subsections  2.4A(i),  2.4A(ii) and 2.4A(iii), respectively, in inverse order of
maturity.
(b)     Application of Mandatory Prepayments by Type of Loans.  Any amount (the
        -----------------------------------------------------
"Applied Amount") required to be applied as a mandatory prepayment of the Loans
and/or a reduction of the Revolving Loan Commitments pursuant to subsections
2.4B(iii)(a)-(d) shall be applied first to the ratable prepayment of the Tranche
                                  -----
A Term Loans, Tranche B Term Loans and Tranche C Term Loans to the full extent
thereof, second, to the extent of any remaining portion of the Applied Amount,
         ------
to the prepayment of the Swing Line Loans to the full extent thereof and to
permanently reduce the Revolving Loan Commitments by the amount of such
prepayment, third, to the extent of any remaining portion of the Applied Amount,
            -----
to the prepayment of the Revolving Loans to the full extent thereof and to
further permanently reduce the Revolving Loan Commitments by the amount of such
prepayment, and fourth, to the extent of any remaining portion of the Applied
                ------
Amount, to further permanently reduce the Revolving Loan Commitments to the full
extent thereof; provided that Lenders with Tranche B Term Loans and/or Tranche C
                --------
Term Loans outstanding may waive the right to receive up to 50% of the amount of
such mandatory prepayment, and if any such Lender so elects, the amount that
would otherwise have been applied as a mandatory prepayment of such Lender's
Tranche B Term Loan and/or Tranche C Term Loan shall be applied to the
prepayment of the Tranche A Term Loans until such Loans are paid in full and
then applied on a pro rata basis to reduce the scheduled installments of
principal of such Lender's Tranche B Term Loan and/or Tranche C Term Loan in
inverse order of maturity.
(c)     Application of Mandatory Prepayments of Term Loans by Order of Maturity.
        -----------------------------------------------------------------------
Any mandatory prepayments of any Type of Term Loans pursuant to subsection
2.4B(iii) shall be applied to reduce the scheduled installments of principal of
such Type of Term Loans set forth in subsection 2.4A in inverse order of
maturity.
(d)     Application of Prepayments to Base Rate Loans and Eurodollar Rate Loans.
        -----------------------------------------------------------------------
Subject to the immediately following sentence, considering each Type of Loan
being prepaid separately, any prepayment thereof shall be applied first to Base
Rate Loans to the full extent thereof before application to Eurodollar Rate
Loans, in each case in a manner which minimizes the amount of any payments
required to be made by Company pursuant to subsection 2.6D.  If on any day on
which Loans would otherwise be required to be prepaid pursuant to subsection
2.4B(iii), but for the operation of this subsection 2.4B(iv)(d) (each a
"Prepayment Date"), the amount of such required prepayment exceeds the then
outstanding aggregate principal amount of the Loans which consist of Base Rate
Loans, and no Event of Default or Potential Event of Default has occurred and is
continuing or would occur as a result thereof, then on such Prepayment Date,
Company may, at its option, deposit Cash into an investment account with
Administrative Agent (the "Investment Account") in an amount equal to such
excess; provided that (x) Company shall grant to Administrative Agent, on behalf
        --------
of Lenders, a perfected security interest in such Investment Account and shall
execute and deliver such agreements and instruments as Administrative Agent may
reasonably request in order to perfect such security interest, and (y)
Administrative Agent shall invest such Cash in Cash Equivalents only.  If
Company makes such deposit (a) only the outstanding Base Rate Loans shall be
required to be prepaid on such Prepayment Date, and (b) on the last day of each
Interest Period in effect after such Prepayment Date, Administrative Agent is
irrevocably authorized and directed to apply funds held in the Investment
Account (and liquidate investments held in the Investment Account as necessary)
to prepay the Eurodollar Rate Loans for which the Interest Period is then ending
until the aggregate of such prepayments equals the prepayment which would have
been required on such Prepayment Date but for the operation of this subsection
2.4(iv)(d).  So long as no Event of Default or Potential Event of Default has
occurred and is continuing or would occur as a result thereof, at such time as
the aggregate prepayments made pursuant to the immediately preceding sentence
equals the prepayment which would have been required on such Prepayment Date but
for the operation of this subsection 2.4B(iv)(d) (and excluding any amounts
which would otherwise have been required to be paid under subsection 2.6D), any
amounts remaining in the Investment Account after such prepayments, which
amounts are attributable to the deposit made on the applicable Prepayment Date
or to net income earned on such deposit, shall be remitted to an account
designated by Company.
(e)     Prepayment Premiums.  Any mandatory prepayment by Company of Tranche B
        -------------------
Term Loans and/or Tranche C Term Loans made pursuant to subsection 2.4B(iii)
(other than any mandatory prepayments made pursuant to subsection 2.4B(iii)(d))
(1) after the Effective Date and on or prior to the first anniversary of the
Effective Date shall be subject to the payment of a premium of 1.00% of the
principal amount of Loans so prepaid, (2) after the first anniversary of the
Effective Date and on or prior to the second anniversary of the Effective Date
shall be subject to the payment of a premium of 0.50% of the principal amount of
Loans so prepaid, and (3) after the second anniversary of the Effective Date
shall not be subject to any prepayment premium.
C.     General Provisions Regarding Payments.
(i)     Manner  and  Time  of  Payment.  All  payments  by Company of principal,
        ------------------------------
interest, fees and other Obligations hereunder and under the Notes shall be made
     in Dollars in same day funds, without defense, setoff or counterclaim, free
of any restriction or condition, and delivered to Administrative Agent not later
than  1:00  P.M. (New York City time) on the date due at the Funding and Payment
Office  for the account of Lenders; funds received by Administrative Agent after
that  time  on such due date shall be deemed to have been paid by Company on the
next succeeding Business Day.  Company hereby authorizes Administrative Agent to
charge  its  accounts with Administrative Agent in order to cause timely payment
to be made to Administrative Agent of all principal, interest, fees and expenses
due  hereunder  (subject to sufficient funds being available in its accounts for
that  purpose).
(ii)     Application of Payments to Principal and Interest.  Except as provided
         -------------------------------------------------
in subsection 2.2C, all payments in respect of the principal amount of any Loan
shall include payment of accrued interest on the principal amount being repaid
or prepaid, and all such payments (and, in any event, any payments in respect of
any Loan on a date when interest is due and payable with respect to such Loan)
shall be applied to the payment of interest before application to principal.
(iii)     Apportionment of Payments.  Aggregate principal and interest payments
          -------------------------
and any prepayment premiums in respect of each Type of Loan shall be apportioned
among all outstanding Loans to which such payments relate, in each case
proportionately to Lenders' respective Pro Rata Shares.  Administrative Agent
shall promptly distribute to each Lender, at its primary address set forth below
its name on the appropriate signature page hereof or at such other address as
such Lender may request, its Pro Rata Share of all such payments received by
Administrative Agent and the commitment fees of such Lender when received by
Administrative Agent pursuant to subsection 2.3.  Notwithstanding the foregoing
provisions of this subsection 2.4C(iii), if, pursuant to the provisions of
subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any
Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give
effect thereto in apportioning payments received thereafter.
(iv)     Payments on Business Days.  Whenever any payment to be made hereunder
         -------------------------
shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of the payment of interest hereunder or of
the commitment fees hereunder, as the case may be.
(v)     Notation of Payment.  Each Lender agrees that before disposing of any
        -------------------
Note held by it, or any part thereof (other than by granting participations
therein), that Lender will make a notation thereon of all Loans evidenced by
that Note and all principal payments previously made thereon and of the date to
which interest thereon has been paid; provided that the failure to make (or any
                                      --------
error in the making of) a notation of any Loan made under such Note shall not
limit or otherwise affect the obligations of Company hereunder or under such
Note with respect to any Loan or any payments of principal or interest on such
Note.
D.     Application of Proceeds of Collateral and Payments Under Subsidiary
Guaranty.
(i)     Application of Proceeds of Collateral.  Except as provided in subsection
        -------------------------------------
     2.4B(iii)(a)  with  respect to prepayments from Net Asset Sale Proceeds and
in  subsection  2.4B(iii)(b)  with  respect  to  prepayments  from  Net
Insurance/Condemnation  Proceeds,  all proceeds received by Administrative Agent
in respect of any sale of, collection from, or other realization upon all or any
part  of  the Collateral under any Collateral Document may, in the discretion of
Administrative  Agent, be held by Administrative Agent as Collateral for, and/or
(then  or  at  any time thereafter) applied in full or in part by Administrative
Agent against, the applicable Secured Obligations (as defined in such Collateral
Document)  in  the  following  order  of  priority:
(a)     To  the  payment  of  all costs and expenses of such sale, collection or
other realization, including reasonable compensation to Administrative Agent and
     its  agents  and  counsel, and all other expenses, liabilities and advances
made  or  incurred  by  Administrative  Agent  in  connection therewith, and all
amounts for which Administrative Agent is entitled to indemnification under such
Collateral Document and all advances made by Administrative Agent thereunder for
the  account  of  the applicable Loan Party, and to the payment of all costs and
expenses  paid  or  incurred  by  Administrative  Agent  in  connection with the
exercise  of  any  right  or  remedy  under  such  Collateral  Document,  all in
accordance  with  the  terms  of  this  Agreement  and such Collateral Document;
(b)     thereafter, to the extent of any excess such proceeds, to the payment of
all other such Secured Obligations for the ratable benefit of the holders
thereof; and
(c)     thereafter, to the extent of any excess such proceeds, to the payment to
or upon the order of such Loan Party or to whosoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.
(ii)     Application  of  Payments  Under  Subsidiary  Guaranty.  All  payments
         ------------------------------------------------------
received  by Administrative Agent under the Subsidiary Guaranty shall be applied
promptly  from  time  to  time by Administrative Agent in the following order of
priority:
(a)     To  the  payment  of  the  costs and expenses of any collection or other
realization  under the Subsidiary Guaranty, including reasonable compensation to
Administrative  Agent  and its agents and counsel, and all expenses, liabilities
and  advances  made or incurred by Administrative Agent in connection therewith,
all  in accordance with the terms of this Agreement and the Subsidiary Guaranty;
(b)     thereafter, to the extent of any excess such payments, to the payment of
all other Guarantied Obligations (as defined in the Subsidiary Guaranty) for the
ratable benefit of the holders thereof; and
(c)     thereafter, to the extent of any excess such payments, to the payment to
the applicable Subsidiary Guarantor or to whosoever may be lawfully entitled to
receive the same or as a court of competent jurisdiction may direct.
2.5     Use of Proceeds.
        ---------------
A.     Term  Loans.  The  proceeds of the Term Loans shall be applied by Company
to fund the Effective Date Financing Requirements and for the purposes set forth
     in  clause  (x)  of  subsection  2.5B.
B.     Excess  Term Loans, Revolving Loans; Swing Line Loans.  (x)  The proceeds
of  the  Term  Loans  not  used  by Company to fund the Effective Date Financing
Requirements,  and  (y)  the  proceeds of any Revolving Loans and any Swing Line
Loans  shall  be  applied  by  Company for working capital and general corporate
purposes,  which  may  include the consummation of the Secondary Acquisition and
the  making  of  intercompany  loans to any of Company's wholly-owned Restricted
Subsidiaries,  in  accordance  with  subsection  7.1(iii), for their own working
capital  and  general  corporate  purposes.
C.     Margin Regulations.  No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T or Regulation X of the Board of Governors of the
Federal Reserve System or any other regulation of such Board or to violate the
Exchange Act, in each case as in effect on the date or dates of such borrowing
and such use of proceeds.
2.6     Special Provisions Governing Eurodollar Rate Loans.
        --------------------------------------------------
     Notwithstanding  any other provision of this Agreement to the contrary, the
following  provisions  shall  govern with respect to Eurodollar Rate Loans as to
the  matters  covered:
A.     Determination  of Applicable Interest Rate.  As soon as practicable after
10:00  A.M.  (New  York  City  time)  on  each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
     error, be final, conclusive and binding upon all parties) the interest rate
that shall apply to the Eurodollar Rate Loans for which an interest rate is then
being  determined  for  the  applicable  Interest Period and shall promptly give
notice  thereof (in writing or by telephone confirmed in writing) to Company and
each  Lender.
B.     Inability to Determine Applicable Interest Rate.  In the event that
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the interbank Eurodollar market adequate and fair means
do not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted Eurodollar Rate, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone confirmed
in writing) to Company and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Company and Lenders that the circumstances giving
rise to such notice no longer exist and (ii) any Notice of Borrowing or Notice
of Conversion/Continuation given by Company with respect to the Loans in respect
of which such determination was made shall be deemed to be rescinded by Company.
C.     Illegality or Impracticability of Eurodollar Rate Loans.  In the event
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar market or the position
of such Lender in that market, then, and in any such event, such Lender shall be
an "Affected Lender" and it shall on that day give notice (by telefacsimile or
by telephone confirmed in writing) to Company and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each
other Lender).  Thereafter (a) the obligation of the Affected Lender to make
Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans (the "Affected
Loans") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (d) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination.  Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice
of Borrowing or a Notice of Conversion/Continuation, Company shall have the
option, subject to the provisions of subsection 2.6D, to rescind such Notice of
Borrowing or Notice of Conversion/Continuation as to all Lenders by giving
notice (by telefacsimile or by telephone confirmed in writing) to Administrative
Agent of such rescission on the date on which the Affected Lender gives notice
of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender).  Except as
provided in the immediately preceding sentence, nothing in this subsection 2.6C
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.
D.     Compensation For Breakage or Non-Commencement of Interest Periods.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate
Loans and any loss, expense or liability sustained by that Lender in connection
with the liquidation or re-employment of such funds) which that Lender may
sustain: (i) if for any reason (other than a default by that Lender) a borrowing
of any Eurodollar Rate Loan does not occur on a date specified therefor in a
Notice of Borrowing or a telephonic request for borrowing, or a conversion to or
continuation of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Conversion/Continuation or a telephonic request for
conversion or continuation, (ii) if any prepayment (including any prepayment
pursuant to subsection 2.4B(i)) or other principal payment or any conversion of
any of its Eurodollar Rate Loans occurs on a date prior to the last day of an
Interest Period applicable to that Loan, (iii) if any prepayment of any of its
Eurodollar Rate Loans is not made on any date specified in a notice of
prepayment given by Company, (iv) as a consequence of any other default by
Company in the repayment of its Eurodollar Rate Loans when required by the terms
of this Agreement, or (v) as a consequence of becoming a Replaced Lender
pursuant to subsection 2.8B.
E.     Booking of Eurodollar Rate Loans.  Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender.
F.     Assumptions Concerning Funding of Eurodollar Rate Loans.  Calculation of
all amounts payable to a Lender under this subsection 2.6 and under subsection
2.7A shall be made as though that Lender had actually funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
provided, however, that each Lender may fund each of its Eurodollar Rate Loans
    ----  -------
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this subsection 2.6 and
under subsection 2.7A.
G.     Eurodollar  Rate Loans After Default.  After the occurrence of and during
the  continuation  of  a  Potential Event of Default or an Event of Default, (i)
Company  may not elect to have a Loan be made or maintained as, or converted to,
a  Eurodollar  Rate  Loan  after  the  expiration of any Interest Period then in
effect  for that Loan and (ii) subject to the provisions of subsection 2.6D, any
Notice  of  Borrowing or Notice of Conversion/Continuation given by Company with
respect  to  a  requested  borrowing or conversion/continuation that has not yet
occurred  shall  be  deemed  to  be  rescinded  by  Company.
2.7     Increased Costs; Taxes; Capital Adequacy.
        ----------------------------------------
A.     Compensation for Increased Costs and Taxes.  Subject to the provisions of
     subsection  2.7B  (which  shall  be controlling with respect to the matters
covered  thereby),  in  the  event  that  any  Lender  shall  determine  (which
determination  shall, absent manifest error, be final and conclusive and binding
upon  all  parties hereto) that any law, treaty or governmental rule, regulation
or  order,  or  any  change  therein or in the interpretation, administration or
application  thereof  (including  the  introduction  of  any  new law, treaty or
governmental  rule,  regulation  or  order),  or any determination of a court or
governmental  authority,  in  each  case  that  becomes effective after the date
hereof,  or  compliance  by such Lender with any guideline, request or directive
issued  or  made after the date hereof by any central bank or other governmental
or  quasi-governmental  authority  (whether  or  not  having  the force of law):
(i)     subjects  such  Lender  (or  its  applicable  lending  office)  to  any
additional  Tax  (other  than  any Tax on the overall net income of such Lender)
with  respect  to  this  Agreement  or  any  of its obligations hereunder or any
payments  to  such  Lender  (or  its  applicable  lending  office) of principal,
interest,  fees  or  any  other  amount  payable  hereunder;
(ii)     imposes, modifies or holds applicable any reserve (including any
marginal, emergency, supplemental, special or other reserve), special deposit,
compulsory loan, FDIC insurance or similar requirement against assets held by,
or deposits or other liabilities in or for the account of, or advances or loans
by, or other credit extended by, or any other acquisition of funds by, any
office of such Lender (other than any such reserve or other requirements with
respect to Eurodollar Rate Loans that are reflected in the definition of
Adjusted Eurodollar Rate); or
(iii)     imposes any other condition (other than with respect to a Tax matter)
on or affecting such Lender (or its applicable lending office) or its
obligations hereunder or the interbank Eurodollar market;
and the result of any of the foregoing is to increase the cost to such Lender of
agreeing  to make, making or maintaining Loans hereunder or to reduce any amount
received  or  receivable  by such Lender (or its applicable lending office) with
respect  thereto;  then,  in  any  such case, Company shall promptly pay to such
Lender,  upon  receipt  of  the statement referred to in the next sentence, such
additional  amount  or  amounts  (in  the  form  of  an  increased rate of, or a
different  method  of  calculating,  interest or otherwise as such Lender in its
sole  discretion  shall determine) as may be necessary to compensate such Lender
on  an  after-tax  basis  for  any  such  increased cost or reduction in amounts
received  or receivable hereunder.  Such Lender shall deliver to Company (with a
copy  to  Administrative Agent) a written statement, setting forth in reasonable
detail  the  basis  for  calculating  the additional amounts owed to such Lender
under this subsection 2.7A, which statement shall be conclusive and binding upon
all  parties hereto absent manifest error; provided, however, that Company shall
                                           --------  -------
be  liable  for such additional amounts only if such Lender shall have delivered
such  written  statement  to Company within 90 days after such Lender shall have
made  such  determination of any such increased costs; and provided further that
                                                           -------- -------
if  such  Lender  delivers such written statement after such 90 day period, then
Company  shall be liable only for such additional amounts arising after delivery
to  Company  of  such  written  statement.
B.     Withholding of Taxes.
(i)     Payments  to  Be Free and Clear.  All sums payable by Company under this
        -------------------------------
Agreement  and  the other Loan Documents shall (except to the extent required by
law)  be  paid  free  and  clear of, and without any deduction or withholding on
account  of,  any Tax (other than a Tax on the overall net income of any Lender)
imposed,  levied, collected, withheld or assessed by or within the United States
of America or any political subdivision in or of the United States of America or
     any  other  jurisdiction from or to which a payment is made by or on behalf
of  Company  or  by any federation or organization of which the United States of
America  or  any  such  jurisdiction  is  a  member  at  the  time  of  payment.
(ii)     Grossing-up of Payments.  If Company or any other Person is required by
         -----------------------
law to make any deduction or withholding on account of any such Tax from any sum
paid or payable by Company to Administrative Agent or any Lender under any of
the Loan Documents:
(a)     Company shall notify Administrative Agent of any such requirement or any
     change  in  any  such  requirement  as soon as Company becomes aware of it;
(b)     Company shall pay any such Tax before the date on which penalties attach
thereto, such payment to be made (if the liability to pay is imposed on Company)
for its own account or (if that liability is imposed on Administrative Agent or
such Lender, as the case may be) on behalf of and in the name of Administrative
Agent or such Lender;
(c)     the sum payable by Company in respect of which the relevant deduction,
withholding or payment is required shall be increased to the extent necessary to
ensure that, after the making of that deduction, withholding or payment,
Administrative Agent or such Lender, as the case may be, receives on the due
date a net sum equal to what it would have received had no such deduction,
withholding or payment been required or made; and
(d)     within 30 days after paying any sum from which it is required by law to
make any deduction or withholding, and within 30 days after the due date of
payment of any Tax which it is required by clause (b) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other
affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority;
provided  that  no  such  additional  amount shall be required to be paid to any
--------
Lender  under  clause  (c)  above except to the extent that any change after the
----
date hereof (in the case of each Lender listed on the signature pages hereof) or
---
after  the date of the Assignment Agreement pursuant to which such Lender became
a  Lender  (in  the  case  of  each  other Lender) in any such requirement for a
deduction,  withholding  or  payment  as is mentioned therein shall result in an
increase  in  the  rate  of  such deduction, withholding or payment from that in
effect  at  the  date  of  this  Agreement  or  at  the  date of such Assignment
Agreement,  as  the  case  may  be,  in  respect  of  payments  to  such Lender.
(iii)     Evidence  of  Exemption  from  U.S.  Withholding  Tax.
          -----------------------------------------------------
(a)     Each  Lender  that is organized under the laws of any jurisdiction other
than  the United States or any state or other political subdivision thereof (for
purposes  of  this  subsection  2.7B(iii),  a  "Non-US Lender") shall deliver to
Administrative  Agent  for transmission to Company, on or prior to the Effective
Date  (in the case of each Lender listed on the signature pages hereof) or on or
prior  to  the  date  of the Assignment Agreement pursuant to which it becomes a
Lender  (in  the  case  of each other Lender), and at such other times as may be
necessary  in  the determination of Company or Administrative Agent (each in the
reasonable  exercise  of  its  discretion),  (1) two original copies of Internal
Revenue  Service  Form 1001 or 4224 (or any successor forms), properly completed
and  duly  executed  by  such  Lender,  together  with  any other certificate or
statement  of  exemption  required  under  the  Internal  Revenue  Code  or  the
regulations  issued  thereunder  to establish that such Lender is not subject to
deduction or withholding of United States federal income tax with respect to any
     payments  to  such  Lender  of  principal,  interest, fees or other amounts
payable under any of the Loan Documents or (2) if such Lender is not a "bank" or
other  Person  described  in  Section 881(c)(3) of the Internal Revenue Code and
cannot  deliver  either  Internal  Revenue Service Form 1001 or 4224 pursuant to
clause  (1)  above,  a Certificate re Non-Domestic Bank Status together with two
original  copies  of  Internal Revenue Service Form W-8 (or any successor form),
properly  completed  and  duly  executed by such Lender, together with any other
certificate  or  statement of exemption required under the Internal Revenue Code
or  the  regulations  issued  thereunder  to  establish  that such Lender is not
subject  to  deduction  or  withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under any of the Loan
Documents.
(b)     Each Lender required to deliver any forms, certificates or other
evidence with respect to United States federal income tax withholding matters
pursuant to subsection 2.7B(iii)(a) hereby agrees, from time to time after the
initial delivery by such Lender of such forms, certificates or other evidence,
whenever a lapse in time or change in circumstances renders such forms,
certificates or other evidence obsolete or inaccurate in any material respect,
that such Lender shall promptly (1) deliver to Administrative Agent for
transmission to Company two new original copies of Internal Revenue Service Form
1001 or 4224, or a Certificate re Non-Domestic Bank Status and two original
copies of Internal Revenue Service Form W-8, as the case may be, properly
completed and duly executed by such Lender, together with any other certificate
or statement of exemption required in order to confirm or establish that such
Lender is not subject to deduction or withholding of United States federal
income tax with respect to payments to such Lender under the Loan Documents or
(2) notify Administrative Agent and Company of its inability to deliver any such
forms, certificates or other evidence.
(c)     Company shall not be required to pay any additional amount to any Non-US
Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed
to satisfy the requirements of clause (a) or (b)(1) of this subsection
2.7B(iii); provided that if such Lender shall have satisfied the requirements of
           --------
subsection 2.7B(iii)(a) on the Effective Date (in the case of each Lender listed
on the signature pages hereof) or on the date of the Assignment Agreement
pursuant to which it became a Lender (in the case of each other Lender), nothing
in this subsection 2.7B(iii)(c) shall relieve Company of its obligation to pay
any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the
event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as
described in subsection 2.7B(iii)(a).
C.     Capital  Adequacy  Adjustment.  If  any Lender shall have determined that
the  adoption, effectiveness, phase-in or applicability after the date hereof of
any  law,  rule  or  regulation  (or  any  provision  thereof) regarding capital
adequacy,  or  any  change  therein  or  in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
     with  the  interpretation  or  administration thereof, or compliance by any
Lender  (or  its  applicable  lending  office)  with  any  guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have  the effect of reducing the rate of return on the capital of such Lender or
any  corporation  controlling such Lender as a consequence of, or with reference
to,  such  Lender's  Loans or Commitments or Letters of Credit or participations
therein  or other obligations hereunder with respect to the Loans or the Letters
of  Credit  to  a  level  below  that  which  such  Lender  or  such controlling
corporation  could have achieved but for such adoption, effectiveness, phase-in,
applicability,  change  or compliance (taking into consideration the policies of
such  Lender  or  such controlling corporation with regard to capital adequacy),
then  from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in the next sentence, Company shall pay
to  such Lender such additional amount or amounts as will compensate such Lender
or  such  controlling corporation on an after-tax basis for such reduction. Such
Lender  shall deliver to Company (with a copy to Administrative Agent) a written
statement,  setting  forth  in reasonable detail the basis of the calculation of
such  additional  amounts,  which statement shall be conclusive and binding upon
all  parties  hereto  absent  manifest  error.
2.8     Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of
        ---------------------------------------------------------------------
Lender.
  ----
     A.     Mitigation.  Each Lender and Issuing Lender agrees that, as promptly
as  practicable  after  the officer of such Lender or Issuing Lender responsible
for  administering  the  Loans  or  Letters  of Credit of such Lender or Issuing
Lender,  as  the case may be, becomes aware of the occurrence of an event or the
existence  of  a  condition  that  would cause such Lender to become an Affected
Lender  or  that would entitle such Lender or Issuing Lender to receive payments
under  subsection 2.7 or subsection 3.6, it will, to the extent not inconsistent
with  the  internal policies of such Lender or Issuing Lender and any applicable
legal  or  regulatory  restrictions,  use reasonable efforts (i) to make, issue,
fund or maintain the Commitments of such Lender or the affected Loans or Letters
of  Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, or (ii) take such other measures
as such Lender or Issuing Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to  exist or the additional amounts which would otherwise be required to be paid
to  such  Lender  or Issuing Lender pursuant to subsection 2.7 or subsection 3.6
would  be  materially  reduced  and  if, as determined by such Lender or Issuing
Lender  in  its  sole discretion, the making, issuing, funding or maintaining of
such  Commitments  or  Loans  or Letters of Credit through such other lending or
letter  of  credit office or in accordance with such other measures, as the case
may  be,  would  not  otherwise  materially adversely affect such Commitments or
Loans  or  Letters  of Credit or the interests of such Lender or Issuing Lender;
provided  that  such  Lender  or Issuing Lender will not be obligated to utilize
  ------
such  other  lending or letter of credit office pursuant to this subsection 2.8A
  -
unless Company agrees to pay all incremental expenses incurred by such Lender or
Issuing  Lender  as a result of utilizing such other lending or letter of credit
office  as described in clause (i) above.  A certificate as to the amount of any
such expenses payable by Company pursuant to this subsection 2.8A (setting forth
in  reasonable  detail  the  basis for requesting such amount) submitted by such
Lender  or Issuing Lender to Company (with a copy to Administrative Agent) shall
be  conclusive  absent  manifest  error.
B.     Replacement  of  Lender.  If  Company  receives  a  notice  pursuant  to
subsection  2.7A,  2.7C  or 3.6 or a notice from any applicable Gaming Authority
that  a  Lender  is  no  longer  qualified  to  make  Loans to Company under the
applicable  Gaming  Laws  (and  such  Lender  is  notified  by  Company  and
Administrative  Agent  in  writing of such disqualification), Company shall have
the  right, if no Potential Event of Default or Event of Default then exists, to
replace  such  Lender  (a "Replaced Lender") with one or more Eligible Assignees
(collectively,  the  "Replacement  Lender")  acceptable to Administrative Agent;
provided  that  (i)  at  the time of any replacement pursuant to this subsection
   -----
2.8B,  the Replacement Lender shall enter into one or more Assignment Agreements
pursuant  to  subsection  10.1B  (and  with  all  fees  payable pursuant to such
subsection  10.1B  to  be  paid by the Replacement Lender) pursuant to which the
Replacement  Lender  shall  acquire all of the outstanding Loans and Commitments
of,  and  in  each case participations in Letters of Credit and Swing Line Loans
by,  the  Replaced  Lender  and,  in  connection therewith, shall pay to (x) the
Replaced  Lender  in respect thereof an amount equal to the sum of (A) an amount
equal  to  the principal of all outstanding Loans of the Replaced Lender and (B)
an  amount  equal  to all unpaid drawings with respect to Letters of Credit that
have  been  funded  by  (and  not  reimbursed  to) such Replaced Lender, (y) the
appropriate  Issuing  Lender  an amount equal to such Replaced Lender's Pro Rata
Share  of  any  unpaid drawings with respect to Letters of Credit (which at such
time  remains  an unpaid drawing) issued by it to the extent such amount was not
theretofore  funded by such Replaced Lender, and (z) Swing Line Lender an amount
equal  to such Replaced Lender's Pro Rata Share of any Refunded Swing Line Loans
to  the  extent  such amount was not theretofore funded by such Replaced Lender,
and  (ii)  all  obligations (including, without limitation, all such amounts, if
any, owing under subsection 2.6D) of Company owing to the Replaced Lender (other
than  those  specifically  described in clause (i) above in respect of which the
assignment  purchase  price  has been, or is concurrently being, paid), shall be
paid  in  full  to such Replaced Lender concurrently with such replacement.  All
accrued but unpaid interest, commitment fees and letter of credit fees and other
amounts  payable  to  the  Replaced  Lender shall be paid in accordance with the
terms  set forth in the respective Assignment Agreement.  Upon the execution and
delivery  of  the  respective  Assignment  Agreements,  the  payment  of amounts
referred to in clauses (i) and (ii) above and delivery to the Replacement Lender
of  the  appropriate  Note  or Notes executed by Company, the Replacement Lender
shall  become  a  Lender  hereunder  and  the  Replaced  Lender  shall  cease to
constitute  a  Lender  hereunder  except  with  respect  to  indemnification and
confidentiality  provisions  under  this  Agreement  which  by the terms of this
Agreement  survive  the termination of this Agreement, which indemnification and
confidentiality  provisions  shall  survive  as  to  such  Replaced  Lender.
Notwithstanding  anything to the contrary contained above, no Issuing Lender may
be  replaced  hereunder  at  any time while it has Letters of Credit outstanding
hereunder unless arrangements satisfactory to such Issuing Lender (including the
furnishing of a Standby Letter of Credit in form and substance, and issued by an
issuer, satisfactory to such Issuing Lender or the furnishing of cash collateral
in  amounts  and pursuant to arrangements satisfactory to such Issuing Lender or
the cancellation and return of such outstanding Letter of Credit) have been made
with  respect  to  such  outstanding  Letters  of  Credit.
Section 3.     LETTERS OF CREDIT
3.1     Issuance of Letters of Credit and Lenders' Purchase of Participations
        ---------------------------------------------------------------------
Therein.
  -----
A.     Letters  of  Credit.  In  addition  to  Company requesting that Revolving
Lenders make Revolving Loans pursuant to subsection 2.1A(iv) and that Swing Line
     Lender  make  Swing  Line Loans pursuant to subsection 2.1A(v), Company may
request,  in accordance with the provisions of this subsection 3.1, from time to
time  during  the  period from the Effective Date to but excluding the Revolving
Loan  Commitment  Termination  Date,  that  one  or more Revolving Lenders issue
Letters  of  Credit for the account of Company for the purposes specified in the
definition of Standby Letters of Credit.  Subject to the terms and conditions of
this  Agreement  and  in  reliance  upon  the  representations and warranties of
Company  herein set forth, any one or more Revolving Lenders may, but (except as
provided  in  subsection 3.1B(ii)) shall not be obligated to, issue such Letters
of  Credit  in  accordance  with the provisions of this subsection 3.1; provided
                                                                        --------
that Company shall not request that any Revolving Lender issue (and no Revolving
Lender  shall  issue):
(i)     any Letter of Credit if, after giving effect to such issuance, the Total
     Utilization  of  Revolving Loan Commitments would exceed the Revolving Loan
Commitments  then  in  effect;
(ii)     any Letter of Credit if, after giving effect to such issuance, the
Letter of Credit Usage would exceed $15,000,000;
(iii)     any Letter of Credit having an expiration date later than the earlier
of (a) the Revolving Loan Commitment Termination Date and (b) the date which is
one year from the date of issuance of such Letter of Credit; provided that the
                                                             --------
immediately preceding clause (b) shall not prevent any Issuing Lender from
agreeing that a Letter of Credit will automatically be extended for one or more
successive periods not to exceed one year each unless such Issuing Lender elects
not to extend for any such additional period; and provided further that such
                                                  -------- -------
Issuing Lender shall elect not to extend such Letter of Credit if it has
knowledge that an Event of Default or Potential Event of Default has occurred
and is continuing (and has not been waived in accordance with subsection 10.6)
at the time such Issuing Lender must elect whether or not to allow such
extension;
(iv)     any Letter of Credit for the purpose of supporting (a) trade payables
or (b) any Indebtedness constituting "antecedent debt" (as that term is used in
Section 547 of the Bankruptcy Code); and
(v)     any Letter of Credit denominated in a currency other than Dollars.
B.     Mechanics of Issuance.
(i)     Notice  of  Issuance.  Whenever Company desires the issuance of a Letter
        --------------------
of  Credit,  it  shall  deliver  to Administrative Agent a Notice of Issuance of
Letter  of  Credit  substantially  in  the form of Exhibit III annexed hereto no
                                                   -----------
later than 11:00 A.M. (New York City time) at least three Business Days, or such
     shorter  period as may be agreed to by the Issuing Lender in any particular
instance,  in  advance of the proposed date of issuance.  The Notice of Issuance
of Letter of Credit shall specify (a) the proposed date of issuance (which shall
be  a  Business  Day),  (b)  the  face  amount  of the Letter of Credit, (c) the
expiration  date  of  the  Letter  of  Credit,  (d)  the name and address of the
beneficiary,  and  (e) either the verbatim text of the proposed Letter of Credit
or the proposed terms and conditions thereof, including a precise description of
any  documents  to  be  presented  by the beneficiary which, if presented by the
beneficiary  prior to the expiration date of the Letter of Credit, would require
the  Issuing  Lender to make payment under the Letter of Credit and in the event
CIBC  is  the  Issuing Lender, such Notice of Issuance of Letter of Credit shall
attach a current application form from CIBC with respect to the issuance of such
Letter  of  Credit;  provided  that  the  Issuing  Lender,  in  its  reasonable
                     --------
discretion,  may require changes in the text of the proposed Letter of Credit or
any  such documents; and provided further that no Letter of Credit shall require
                         -------- -------
payment  against  a  conforming draft to be made thereunder on the same business
day  (under  the  laws  of  the  jurisdiction in which the office of the Issuing
Lender  to  which  such  draft is required to be presented is located) that such
draft  is  presented  if such presentation is made after 10:00 A.M. (in the time
zone  of  such  office  of  the  Issuing  Lender)  on  such  business  day.
     Company  shall  notify  the  applicable  Issuing Lender (and Administrative
Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance
of any Letter of Credit in the event that any of the matters to which Company is
required  to certify in the applicable Notice of Issuance of Letter of Credit is
no longer true and correct as of the proposed date of issuance of such Letter of
Credit, and upon the issuance of any Letter of Credit Company shall be deemed to
have  re-certified,  as of the date of such issuance, as to the matters to which
Company is required to certify in the applicable Notice of Issuance of Letter of
Credit.
(ii)     Determination  of  Issuing Lender. Upon receipt by Administrative Agent
         ---------------------------------
of  a  Notice  of  Issuance  of  Letter of Credit pursuant to subsection 3.1B(i)
requesting the issuance of a Letter of Credit, in the event Administrative Agent
     elects  to issue such Letter of Credit, Administrative Agent shall promptly
so  notify  Company,  and  Administrative Agent shall be the Issuing Lender with
respect  thereto.  In  the  event  that  Administrative  Agent,  in  its  sole
discretion,  elects  not  to  issue  such Letter of Credit, Administrative Agent
shall  promptly  so  notify  Company,  whereupon  Company  may request any other
Revolving  Lender to issue such Letter of Credit by delivering to such Revolving
Lender  a  copy  of  the applicable Notice of Issuance of Letter of Credit.  Any
Revolving  Lender  so  requested  to  issue such Letter of Credit shall promptly
notify  Company and Administrative Agent whether or not, in its sole discretion,
it  has  elected  to  issue  such Letter of Credit, and any such Lender which so
elects  to  issue such Letter of Credit shall be the Issuing Lender with respect
thereto.  In  the  event that all other Revolving Lenders shall have declined to
issue  such  Letter  of  Credit,  notwithstanding  the  prior  election  of
Administrative  Agent  not  to issue such Letter of Credit, Administrative Agent
shall  be  obligated  to  issue  such  Letter of Credit and shall be the Issuing
Lender  with respect thereto, notwithstanding the fact that the Letter of Credit
Usage  with  respect  to  such  Letter  of  Credit and with respect to all other
Letters  of  Credit  issued  by  Administrative  Agent,  when  aggregated  with
Administrative  Agent's  outstanding  Revolving  Loans and Swing Line Loans, may
exceed  Administrative  Agent's  Revolving  Loan  Commitment  then  in  effect.
(iii)     Issuance of Letter of Credit.  Upon satisfaction or waiver (in
          ----------------------------
accordance with subsection 10.6) of the conditions set forth in subsection 4.3,
the Issuing Lender shall issue the requested Letter of Credit in accordance with
the Issuing Lender's standard operating procedures.
C.     Revolving  Lenders'  Purchase  of  Participations  in  Letters of Credit.
Immediately  upon  the  issuance of each Letter of Credit, each Revolving Lender
shall  be  deemed  to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings honored
     thereunder  in an amount equal to such Revolving Lender's Pro Rata Share of
the  maximum  amount  which  is  or at any time may become available to be drawn
thereunder.
3.2     Letter of Credit Fees.
        ---------------------
     Company  agrees  to  pay  the  following amounts with respect to Letters of
Credit  issued  hereunder:
(i)     with  respect  to  each  Letter  of  Credit, (a) a fronting fee, payable
directly  to  the  applicable Issuing Lender for its own account, equal to 0.25%
per annum of the daily amount available to be drawn under such Letter of Credit,
     and  (b)  a  letter  of credit fee, payable to Administrative Agent for the
account  of  Lenders, equal to the daily amount available to be drawn under such
Letter  of  Credit  multiplied  by  the  Applicable Eurodollar Margin, each such
                    --------------
fronting  fee  or  letter  of credit fee to be payable in arrears on and to (but
excluding)  the last Business Day of each March, June, September and December of
each  year  commencing on the first such date to occur after the Effective Date,
and  computed  on  the  basis  of  a  360-day year for the actual number of days
elapsed;  and
(ii)     with respect to the issuance, amendment or transfer of each Letter of
Credit and each payment of a drawing made thereunder (without duplication of the
fees payable under clauses (i) and (ii) above), documentary and processing
charges payable directly to the applicable Issuing Lender for its own account in
accordance with such Issuing Lender's standard schedule for such charges in
effect at the time of such issuance, amendment, transfer or payment, as the case
may be.
For purposes of calculating any fees payable under clause (i) of this subsection
3.2,  the daily amount available to be drawn under any Letter of Credit shall be
determined  as  of the close of business on any date of determination.  Promptly
upon receipt by Administrative Agent of any amount described in clause (i)(b) of
this  subsection  3.2,  Administrative  Agent shall distribute to each Revolving
Lender  its  Pro  Rata  Share  of  such  amount.
3.3     Drawings and Reimbursement of Amounts Paid Under Letters of Credit.
        ------------------------------------------------------------------
A.     Responsibility  of  Issuing  Lender  With  Respect  to  Drawings.  In
determining  whether  to  honor  any  drawing  under any Letter of Credit by the
beneficiary thereof, the Issuing Lender shall be responsible only to examine the
     documents  delivered under such Letter of Credit with reasonable care so as
to  ascertain  whether  they  appear  on their face to be in accordance with the
terms  and  conditions  of  such  Letter  of  Credit.
B.     Reimbursement by Company of Amounts Paid Under Letters of Credit.  In the
event an Issuing Lender has determined to honor a drawing under a Letter of
Credit issued by it, such Issuing Lender shall immediately notify Company and
Administrative Agent, and Company shall reimburse such Issuing Lender on or
before the Business Day immediately following the date on which such drawing is
honored (the "Reimbursement Date") in an amount in Dollars and in same day funds
equal to the amount of such honored drawing; provided that, anything contained
                                             --------
in this Agreement to the contrary notwithstanding, (i) unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 10:00 A.M. (New
York City time) on the date such drawing is honored that Company intends to
reimburse such Issuing Lender for the amount of such honored drawing with funds
other than the proceeds of Revolving Loans, Company shall be deemed to have
given a timely Notice of Borrowing to Administrative Agent requesting Revolving
Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement
Date in an amount in Dollars equal to the amount of such honored drawing and
(ii) subject to satisfaction or waiver of the conditions specified in subsection
4.2B, Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans
that are Base Rate Loans in the amount of such honored drawing, the proceeds of
which shall be applied directly by Administrative Agent to reimburse such
Issuing Lender for the amount of such honored drawing; and provided further that
                                                           -------- -------
if for any reason proceeds of Revolving Loans are not received by such Issuing
Lender on the Reimbursement Date in an amount equal to the amount of such
honored drawing, Company shall reimburse such Issuing Lender, on demand, in an
amount in same day funds equal to the excess of the amount of such honored
drawing over the aggregate amount of such Revolving Loans, if any, which are so
received.  Nothing in this subsection 3.3B shall be deemed to relieve any
Revolving Lender from its obligation to make Revolving Loans on the terms and
conditions set forth in this Agreement, and Company shall retain any and all
rights it may have against any Revolving Lender resulting from the failure of
such Lender to make such Revolving Loans under this subsection 3.3B.
C.     Payment by Revolving Lenders of Unreimbursed Amounts Paid Under Letters
of Credit.
(i)     Payment  by Revolving Lenders.  In the event that Company shall fail for
        -----------------------------
any  reason to reimburse any Issuing Lender as provided in subsection 3.3B in an
amount equal to the amount of any drawing honored by such Issuing Lender under a
     Letter  of  Credit  issued by it, such Issuing Lender shall promptly notify
each  other  Revolving Lender of the unreimbursed amount of such honored drawing
and  of  such other Revolving Lender's respective participation therein based on
such  Revolving  Lender's  Pro  Rata  Share.  Each  Revolving  Lender shall make
available  to  such  Issuing  Lender  an  amount  equal  to  its  respective
participation,  in  Dollars and in same day funds, at the office of such Issuing
Lender  specified in such notice, not later than 12:00 Noon (New York City time)
on  the  first  business  day  (under the laws of the jurisdiction in which such
office  of  such  Issuing  Lender  is  located)  after the date notified by such
Issuing  Lender.  In the event that any Revolving Lender fails to make available
to  such  Issuing  Lender  on  such  business  day  the amount of such Revolving
Lender's  participation  in such Letter of Credit as provided in this subsection
3.3C,  such  Issuing  Lender  shall be entitled to recover such amount on demand
from  such  Revolving  Lender  together  with  interest  thereon  at  the  rate
customarily used by such Issuing Lender for the correction of errors among banks
for  three  Business  Days  and  thereafter  at  the Base Rate.  Nothing in this
subsection  3.3C  shall be deemed to prejudice the right of any Revolving Lender
to  recover from any Issuing Lender any amounts made available by such Revolving
Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that
it is determined by the final judgment of a court of competent jurisdiction that
the payment with respect to a Letter of Credit by such Issuing Lender in respect
of  which payment was made by such Revolving Lender constituted gross negligence
or  willful  misconduct  on  the  part  of  such  Issuing  Lender.
(ii)     Distribution to Revolving Lenders of Reimbursements Received From
         -----------------------------------------------------------------
Company.  In the event any Issuing Lender shall have been reimbursed by other
     --
Revolving Lenders pursuant to subsection 3.3C(i) for all or any portion of any
drawing honored by such Issuing Lender under a Letter of Credit issued by it,
such Issuing Lender shall distribute to each other Revolving Lender which has
paid all amounts payable by it under subsection 3.3C(i) with respect to such
honored drawing such other Lender's Pro Rata Share of all payments subsequently
received by such Issuing Lender from Company in reimbursement of such honored
drawing when such payments are received.  Any such distribution shall be made to
a Revolving Lender at its primary address set forth below its name on the
appropriate signature page hereof or at such other address as such Lender may
request.
D.     Interest on Amounts Paid Under Letters of Credit.
(i)     Payment  of  Interest by Company.  Company agrees to pay to each Issuing
        --------------------------------
Lender,  with  respect to drawings honored under any Letters of Credit issued by
it,  interest  on the amount paid by such Issuing Lender in respect of each such
honored  drawing from the date such drawing is honored to but excluding the date
such  amount  is  reimbursed by Company (including any such reimbursement out of
the  proceeds of Revolving Loans pursuant to subsection 3.3B) at a rate equal to
(a)  for  the  period from the date such drawing is honored to but excluding the
Reimbursement Date, the rate then in effect under this Agreement with respect to
     Revolving  Loans  that are Base Rate Loans and (b) thereafter, a rate which
is  2.00%  per  annum  in excess of the rate of interest otherwise payable under
this  Agreement  with  respect  to  Revolving  Loans  that  are Base Rate Loans.
Interest  payable  pursuant  to this subsection 3.3D(i) shall be computed on the
basis of a 365-day or 366-day year, as the case may be, for the actual number of
days  elapsed  in  the  period  during  which it accrues and shall be payable on
demand  or, if no demand is made, on the date on which the related drawing under
a  Letter  of  Credit  is  reimbursed  in  full.
(ii)     Distribution of Interest Payments by Issuing Lender.  Promptly upon
         ---------------------------------------------------
receipt by any Issuing Lender of any payment of interest pursuant to subsection
3.3D(i) with respect to a drawing honored under a Letter of Credit issued by it,
(a) such Issuing Lender shall distribute to each other Revolving Lender, out of
the interest received by such Issuing Lender in respect of the period from the
date such drawing is honored to but excluding the date on which such Issuing
Lender is reimbursed for the amount of such drawing (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection
3.3B), the amount that such other Revolving Lender would have been entitled to
receive in respect of the letter of credit fee that would have been payable in
respect of such Letter of Credit for such period pursuant to subsection 3.2 if
no drawing had been honored under such Letter of Credit, and (b) in the event
such Issuing Lender shall have been reimbursed by other Revolving Lenders
pursuant to subsection 3.3C(i) for all or any portion of such honored drawing,
such Issuing Lender shall distribute to each other Revolving Lender which has
paid all amounts payable by it under subsection 3.3C(i) with respect to such
honored drawing such other Revolving Lender's Pro Rata Share of any interest
received by such Issuing Lender in respect of that portion of such honored
drawing so reimbursed by other Revolving Lenders for the period from the date on
which such Issuing Lender was so reimbursed by other Revolving Lenders to but
excluding the date on which such portion of such honored drawing is reimbursed
by Company.  Any such distribution shall be made to a Revolving Lender at its
primary address set forth below its name on the appropriate signature page
hereof or at such other address as such Revolving Lender may request.
3.4     Obligations Absolute.
        --------------------
     The  obligation  of  Company  to reimburse each Issuing Lender for drawings
honored  under  the  Letters  of  Credit issued by it and to repay any Revolving
Loans  made by Revolving Lenders pursuant to subsection 3.3B and the obligations
of  Revolving  Lenders  under  subsection  3.3C(i)  shall  be  unconditional and
irrevocable  and  shall  be  paid  strictly in accordance with the terms of this
Agreement  under all circumstances including any of the following circumstances:
(i)     any  lack  of  validity  or  enforceability  of  any  Letter  of Credit;
(ii)     the existence of any claim, set-off, defense or other right which
Company or any Revolving Lender may have at any time against a beneficiary or
any transferee of any Letter of Credit (or any Persons for whom any such
transferee may be acting), any Issuing Lender or other Lender or any other
Person or, in the case of a Lender, against Company, whether in connection with
this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Company or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured);
(iii)     any draft or other document presented under any Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;
(iv)     payment by the applicable Issuing Lender under any Letter of Credit
against presentation of a draft or other document which does not substantially
comply with the terms of such Letter of Credit;
(v)     any adverse change in the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Company or any of its
Subsidiaries;
(vi)     any breach of this Agreement or any other Loan Document by any party
thereto;
(vii)     any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing; or
(viii)     the fact that an Event of Default or a Potential Event of Default
shall have occurred and be continuing;
provided,  in each case, that payment by the applicable Issuing Lender under the
--------
applicable  Letter  of  Credit  shall  not  have constituted gross negligence or
willful  misconduct  of  such Issuing Lender under the circumstances in question
(as  determined  by  a  final  judgment  of  a court of competent jurisdiction).
3.5     Indemnification; Nature of Issuing Lenders' Duties.
        --------------------------------------------------
A.     Indemnification.  In  addition  to  amounts  payable  as  provided  in
subsection  3.6,  Company  hereby  agrees  to  protect,  indemnify, pay and save
harmless  each  Issuing  Lender  from  and  against any and all claims, demands,
liabilities,  damages, losses, costs, charges and expenses (including reasonable
fees,  expenses  and  disbursements  of  counsel and allocated costs of internal
counsel)  which such Issuing Lender may incur or be subject to as a consequence,
direct  or indirect, of (i) the issuance of any Letter of Credit by such Issuing
Lender, other than as a result of (a) the gross negligence or willful misconduct
     of  such  Issuing  Lender  as  determined by a final judgment of a court of
competent jurisdiction or (b) subject to the following clause (ii), the wrongful
dishonor  by  such  Issuing Lender of a proper demand for payment made under any
Letter  of  Credit  issued  by  it or (ii) the failure of such Issuing Lender to
honor  a  drawing  under  any  such  Letter  of Credit as a result of any act or
omission,  whether  rightful or wrongful, of any present or future de jure or de
facto  government  or  governmental authority (all such acts or omissions herein
called  "Governmental  Acts").
B.     Nature of Issuing Lenders' Duties.  As between Company and any Issuing
Lender, Company assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by such Issuing Lender by, the respective beneficiaries
of such Letters of Credit.  In furtherance and not in limitation of the
foregoing, such Issuing Lender shall not be responsible for:  (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
any such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any Governmental Acts, and none of the
above shall affect or impair, or prevent the vesting of, any of such Issuing
Lender's rights or powers hereunder.
     In  furtherance  and  extension  and  not  in  limitation  of  the specific
provisions  set forth in the first paragraph of this subsection 3.5B, any action
taken  or  omitted by any Issuing Lender under or in connection with the Letters
of  Credit  issued by it or any documents and certificates delivered thereunder,
if  taken  or omitted in good faith, shall not put such Issuing Lender under any
resulting  liability  to  Company.
Notwithstanding  anything  to  the  contrary  contained  in this subsection 3.5,
Company  shall  retain any and all rights it may have against any Issuing Lender
for  any  liability to the extent arising out of the gross negligence or willful
misconduct  of such Issuing Lender, as determined by a final judgment of a court
of  competent  jurisdiction.
3.6     Increased Costs and Taxes Relating to Letters of Credit.
        -------------------------------------------------------
     Subject  to  the  provisions of subsection 2.7B (which shall be controlling
with  respect  to  the  matters  covered thereby), in the event that any Issuing
Lender  or  Revolving  Lender shall determine (which determination shall, absent
manifest  error,  be  final  and conclusive and binding upon all parties hereto)
that  any  law,  treaty or governmental rule, regulation or order, or any change
therein  or  in  the  interpretation,  administration  or  application  thereof
(including  the  introduction  of  any  new  law,  treaty  or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in  each case that becomes effective after the date hereof, or compliance by any
Issuing  Lender  or  Revolving  Lender  with any guideline, request or directive
issued  or  made after the date hereof by any central bank or other governmental
or  quasi-governmental  authority  (whether  or  not  having  the force of law):
(i)     subjects  such  Issuing  Lender  or  Revolving Lender (or its applicable
lending or letter of credit office) to any additional Tax (other than any Tax on
     the  overall  net  income  of such Issuing Lender or Revolving Lender) with
respect to the issuing or maintaining of any Letters of Credit or the purchasing
or maintaining of any participations therein or any other obligations under this
Section  3,  whether  directly  or  by  such being imposed on or suffered by any
particular  Issuing  Lender;
(ii)     imposes, modifies or holds applicable any reserve (including any
marginal, emergency, supplemental, special or other reserve), special deposit,
compulsory loan, FDIC insurance or similar requirement in respect of any Letters
of Credit issued by any Issuing Lender or participations therein purchased by
any Revolving Lender; or
(iii)     imposes any other condition (other than with respect to a Tax matter)
on or affecting such Issuing Lender or Revolving Lender (or its applicable
lending or letter of credit office) regarding this Section 3 or any Letter of
Credit or any participation therein;
and  the  result of any of the foregoing is to increase the cost to such Issuing
Lender  or  Revolving  Lender  of  agreeing to issue, issuing or maintaining any
Letter  of  Credit  or  agreeing  to  purchase,  purchasing  or  maintaining any
participation  therein  or  to  reduce any amount received or receivable by such
Issuing  Lender  or  Revolving  Lender  (or  its applicable lending or letter of
credit  office)  with respect thereto; then, in any case, Company shall promptly
pay  to  such  Issuing Lender or Revolving Lender, upon receipt of the statement
referred  to  in  the next sentence, such additional amount or amounts as may be
necessary  to  compensate  such  Issuing Lender or Revolving Lender for any such
increased  cost  or reduction in amounts received or receivable hereunder.  Such
Issuing Lender or Revolving Lender shall deliver to Company a written statement,
setting  forth  in  reasonable  detail  the basis for calculating the additional
amounts  owed  to  such Issuing Lender or Revolving Lender under this subsection
3.6,  which  statement  shall  be conclusive and binding upon all parties hereto
absent  manifest error; provided, however, that Company shall be liable for such
                        --------  -------
additional  amounts  only  if  such  Revolving  Lender shall have delivered such
written  statement  to  Company within 90 days after such Revolving Lender shall
have  made  such determination of any such increased costs; and provided further
                                                                -------- -------
that  if such Revolving Lender delivers such written statement after such 90 day
period,  then  Company  shall be liable only for such additional amounts arising
after  delivery  to  Company  of  such  written  statement.
Section 4.     CONDITIONS TO LOANS AND LETTERS OF CREDIT
     The  obligations  of  Lenders  to make Loans and the issuance of Letters of
Credit  hereunder  are  subject  to  the prior or concurrent satisfaction of the
following  conditions.
4.1     Conditions to Term Loans, Revolving Loans and Swing Line Loans.
        --------------------------------------------------------------
     The  obligations  of  Lenders to make the Loans to be made on the Effective
Date  are,  in addition to the conditions precedent specified in subsection 4.2,
subject  to  prior  or  concurrent  satisfaction  of  the  following conditions:
A.     Corporate Documents.  On or before the Effective Date, Company shall, and
     shall  cause  each  other  Loan  Party  to,  deliver  to  Lenders  (or  to
Administrative  Agent  for  Lenders  with sufficient originally executed copies,
where  appropriate,  for each Lender and its counsel) the following with respect
to Company or such Loan Party, as the case may be, each, unless otherwise noted,
dated  the  Effective  Date:
(i)     Certified  copies  of  the  Certificate  or Articles of Incorporation or
other  comparable  formation  documents, as the case may be, of Company and each
New  Loan Party, together with a good standing certificate from the Secretary of
State  of  its  respective  jurisdiction  of incorporation or formation and each
other  state in which such Person is qualified as a foreign corporation or other
entity  to  do business and, to the extent generally available, a certificate or
other  evidence  of  good  standing as to payment of any applicable franchise or
similar  taxes  from  the  appropriate  taxing  authority  of  each  of  such
jurisdictions,  each  dated  a  recent  date  prior  to  the  Effective  Date;
(ii)     Copies of the Bylaws or other comparable charter documents, as the case
may be, of Company and each New Loan Party, certified as of the Effective Date
by such Person's corporate secretary or an assistant secretary;
(iii)     Resolutions of the Board of Directors, General Partner or other
comparable governing body or entity, as the case may be, of Company and each New
Loan Party approving and authorizing the execution, delivery and performance of
the Loan Documents and Related Agreements to which such Person is a party,
certified as of the Effective Date by the corporate secretary or an assistant
secretary of such Person as being in full force and effect without modification
or amendment;
(iv)     an Officer's Certificate of the Company, in form and substance
satisfactory to Administrative Agent, to the effect that none of the formation
documents, charter documents and resolutions delivered by the Existing
Subsidiaries on the Closing Date pursuant to subsection 4.1A(i)-(iii) of the
Existing Credit Agreement have been cancelled, replaced, amended, supplemented
or otherwise modified, except for the formation documents, charter documents and
                       ------
resolutions attached as exhibits to the Officer's Certificate;
(v)     Signature and incumbency certificates of the officers or entities, as
the case may be, of each Loan Party that has executed or executes any Loan
Documents on or before the Effective Date;
(vi)     Executed originals of the Loan Documents to which such Person is a
party; and
(vii)     Such other documents as Administrative Agent may reasonably request.
B.     No  Material  Adverse  Effect.  Since April 25, 1999, no Material Adverse
Effect  (in  the  sole  opinion  of  Administrative  Agent) shall have occurred.
C.     Corporate and Capital Structure.  The corporate organizational structure
and capital structure of Company and its Subsidiaries, both before and after
giving effect to the Primary Acquisition, shall be as set forth on Schedule 4.1C
                                                                   -------------
annexed hereto.
D.     Management, Etc.  The management structure of Company and its
Subsidiaries after giving effect to the Primary Acquisition shall be as set
forth on Schedule 4.1C annexed hereto, and Administrative Agent shall have
         -------------
received copies of, and shall be satisfied with the form and substance of, any
and all employment contracts with senior management of Company and its
Subsidiaries.
E.     Primary  Acquisition.
(i)     With  respect  to  the  Lady  Luck  Acquisition:
(a)     Consummation  of  Merger.  Contemporaneously with the application of the
        ------------------------
proceeds  of  the initial Loans to be made on the Effective Date, the closing of
the  Merger  shall  have been consummated in all respects in accordance with the
Merger  Agreement  and  no  term or condition of the Merger Agreement shall have
been  amended,  supplemented,  waived  or  otherwise  modified  in  any  respect
determined  by  Administrative  Agent  to  be  material  (including,  without
limitation,  any increase in the price to be paid for the Lady Luck Common Stock
to  an  amount  in  excess  of  $12.00  per  share)  without  the  consent  of
Administrative  Agent;
(b)     Conditions to Merger.  All conditions to the Merger set forth in the
        --------------------
Merger Agreement shall have been satisfied or the fulfillment of any such
conditions shall have been waived with the consent of Administrative Agent;
(c)     Effectiveness of Merger.  The Merger shall have become effective in
        -----------------------
accordance with the terms of the Merger Agreement and the Delaware General
Corporation Law; and
(d)     Delaware Filings.  Administrative Agent shall have received satisfactory
        ----------------
evidence of the filing of the documents with the Secretary of State of the State
of Delaware effecting the Merger on the Effective Date;
(ii)     With  respect  to  the  Bettendorf  Acquisition,  all conditions to the
Bettendorf  Acquisition  set forth in the Bettendorf Merger Agreement shall have
been  satisfied or the fulfillment of any such conditions shall have been waived
with  the  consent  of  Administrative  Agent;
(iii)     With respect to the Las Vegas Acquisition, all conditions to the First
Closing (as defined in the Las Vegas Purchase Agreement) of the Las Vegas
Acquisition set forth in the Las Vegas Purchase Agreement shall have been
satisfied or the fulfillment of any such conditions shall have been waived with
the consent of Administrative Agent;
(iv)     The aggregate purchase price of the Primary Acquisition (including
Transaction Costs related thereto) shall not exceed $433,000,000, consisting of
Cash, the refinancing of Refinanced Indebtedness and the Redemption; and
(v)     Administrative Agent shall have received an Officer's Certificate of
Company, dated the Effective Date, certifying that the conditions specified in
clauses (i), (ii), (iii) and (iv) above have been fulfilled, and certifying as
to the total number of shares of Lady Luck Common Stock outstanding on a fully
diluted basis as of the Effective Date.
F.     Related Agreements.
(i)     Form of Related Agreements.  Each Related Agreement shall be in form and
        --------------------------
     substance  satisfactory  to  Administrative  Agent.
(ii)     Related Agreements in Full Force and Effect.  Administrative Agent
         -------------------------------------------
shall have received a fully executed or conformed copy of each Related Agreement
and any documents executed in connection therewith, and each Related Agreement
shall be in full force and effect and no provision thereof shall have been
modified or waived in any respect determined by Administrative Agent to be
material, in each case without the consent of Administrative Agent.
G.     Matters Relating to Existing Indebtedness of Company and its
Subsidiaries.
(i)     Termination of Existing Indebtedness and Related Liens; Existing Letters
        ------------------------------------------------------------------------
     of  Credit.  Each  of  the Refinanced Indebtedness of Company or any of its
     ----------
Subsidiaries is identified as "Refinanced Indebtedness" on Schedule 4.1G annexed
                                                           -------------
hereto.  On  the  Effective  Date,  Company  and its Subsidiaries shall have (a)
repaid  in  full or otherwise refinanced all of the Refinanced Indebtedness (the
aggregate principal amount of which Indebtedness shall not exceed $291,318,000),
(b)  terminated  any  commitments  to  lend  or  make other extensions of credit
thereunder,  (c)  delivered to Administrative Agent all documents or instruments
necessary  to  release  all  Liens securing Indebtedness or other obligations of
Company  and its Subsidiaries thereunder, and (d) made arrangements satisfactory
to  Administrative  Agent with respect to the cancellation or replacement of any
letters of credit outstanding thereunder or the issuance of Letters of Credit to
support  the  obligations  of Company and its Subsidiaries with respect thereto.
(ii)     Existing Indebtedness to Remain Outstanding.  Administrative Agent
         -------------------------------------------
shall have received an Officer's Certificate of Company stating that, after
giving effect to the transactions described in this subsection 4.1G, the
Indebtedness of Loan Parties (other than Indebtedness under the Loan Documents
and the Subordinated Notes) shall consist of approximately $23,031,000 in
aggregate principal amount of outstanding Indebtedness and Capital Leases
described in Schedule 7.1 annexed hereto.  The terms and conditions of all such
             ------------
Indebtedness shall be in form and in substance satisfactory to Administrative
Agent and Requisite Lenders.
H.     Necessary Governmental Authorizations and Consents; Expiration of Waiting
     Periods,  Etc.  Company shall have obtained all Governmental Authorizations
and  all consents of other Persons, in each case that are necessary or advisable
in  connection with the Primary Acquisition, the other transactions contemplated
by the Loan Documents and the Related Agreements, and the continued operation of
the business conducted by Company and its Subsidiaries in substantially the same
manner  as  conducted  prior to the consummation of the Primary Acquisition, and
each of the foregoing shall be in full force and effect, in each case other than
those  the  failure  to  obtain or maintain which, either individually or in the
aggregate,  could  not reasonably be expected to have a Material Adverse Effect.
All applicable waiting periods shall have expired without any action being taken
or  threatened  by  any  competent  authority  which  would restrain, prevent or
otherwise  impose adverse conditions on the Primary Acquisition or the financing
thereof.  No  action,  request  for  stay,  petition  for  review  or rehearing,
reconsideration,  or  appeal  with  respect  to  any  of  the foregoing shall be
pending,  and the time for any applicable agency to take action to set aside its
consent  on  its  own  motion  shall  have  expired.
I.     Effective  Date  Mortgages;  Effective  Date  Mortgage  Policies;  Etc.
Administrative  Agent  shall  have  received  from  Company  and each applicable
Subsidiary  Guarantor:
(i)     Effective  Date Mortgages.  Fully executed and notarized Mortgages (each
        -------------------------
an  "Effective Date Mortgage" and, collectively, the "Effective Date Mortgages")
in  proper  form  for  recording  in  all  appropriate  places in all applicable
jurisdictions,  encumbering  each  Real  Property  Asset listed in Schedule 4.1I
                                                                   -------------
annexed  hereto  (each an "Effective Date Mortgaged Property" and, collectively,
the  "Effective  Date  Mortgaged  Properties");
(ii)     Opinions of Local Counsel.  An opinion of counsel (which counsel shall
         -------------------------
be reasonably satisfactory to Administrative Agent) in each state in which an
Effective Date Mortgaged Property is located with respect to the enforceability
of the form(s) of Effective Date Mortgages to be recorded in such state and such
other matters as Administrative Agent may reasonably request, in each case in
form and substance reasonably satisfactory to Administrative Agent;
(iii)     Landlord Consents and Estoppels; Recorded Leasehold Interests.  In the
          -------------------------------------------------------------
case of each Effective Date Mortgaged Property consisting of a Material
Leasehold Property, (a) a Landlord Consent and Estoppel with respect thereto and
(b) evidence that such Material Leasehold Property is a Recorded Leasehold
Interest;
(iv)     Title Insurance.  (a) ALTA extended coverage title insurance policies
         ---------------
or unconditional commitments therefor (the "Effective Date Mortgage Policies")
issued by the Title Company with respect to the Effective Date Mortgaged
Properties listed in Part A of Schedule 4.1I annexed hereto, in amounts
                               -------------
satisfactory to Administrative Agent with respect to any particular Effective
Date Mortgaged Properties, insuring fee simple title to, or a valid leasehold
interest in, each such Effective Date Mortgaged Property vested in such Loan
Party and assuring Administrative Agent that the applicable Effective Date
Mortgages create valid and enforceable First Priority mortgage Liens on the
Effective Date Mortgaged Properties encumbered thereby, subject only to
Permitted Encumbrances, which Effective Date Mortgage Policies (1) shall include
an endorsement for mechanics' liens, for future advances under this Agreement
and for any other matters reasonably requested by Administrative Agent and (2)
shall provide for affirmative insurance and such reinsurance as Administrative
Agent may reasonably request, all of the foregoing in form and substance
reasonably satisfactory to Administrative Agent; and (b) evidence satisfactory
to Administrative Agent that such Loan Party has (i) delivered to the Title
Company all certificates and affidavits required by the Title Company in
connection with the issuance of the Effective Date Mortgage Policies and (ii)
paid to the Title Company or to the appropriate governmental authorities all
expenses and premiums of the Title Company in connection with the issuance of
the Effective Date Mortgage Policies and all recording and stamp taxes
(including mortgage recording and intangible taxes) payable in connection with
recording the Effective Date Mortgages in the appropriate real estate records;
(v)     Title Reports.  With respect to each Effective Date Mortgaged Property
        -------------
listed in Part B of Schedule 4.1I annexed hereto, a title report issued by the
                    -------------
Title Company with respect thereto, dated not more than 30 days prior to the
Effective Date and satisfactory in form and substance to Administrative Agent;
(vi)     Copies of Documents Relating to Title Exceptions.  Copies of all
         ------------------------------------------------
recorded documents listed as exceptions to title or otherwise referred to in the
Effective Date Mortgage Policies or in the title reports delivered pursuant to
subsection 4.1I(v);
(vii)     Matters Relating to Flood Hazard Properties.  (a) Evidence, which may
          -------------------------------------------
be in the form of a letter from an insurance broker or a municipal engineer, as
to whether (1) any Effective Date Mortgaged Property is a Flood Hazard Property
and (2) the community in which any such Flood Hazard Property is located is
participating in the National Flood Insurance Program, (b) if there are any such
Flood Hazard Properties, such Loan Party's written acknowledgement of receipt of
written notification from Administrative Agent (1) as to the existence of each
such Flood Hazard Property and (2) as to whether the community in which each
such Flood Hazard Property is located is participating in the National Flood
Insurance Program, and (c) in the event any such Flood Hazard Property is
located in a community that participates in the National Flood Insurance
Program, evidence that Company has obtained flood insurance in respect of such
Flood Hazard Property to the extent required under the applicable regulations of
the Board of Governors of the Federal Reserve System; and
(viii)     Environmental Indemnity.  One or more environmental indemnity
           -----------------------
agreements, satisfactory in form and substance to Administrative Agent and its
counsel, with respect to the indemnification of Administrative Agent and Lenders
for any liabilities that may be imposed on or incurred by any of them as a
result of any Hazardous Materials Activity.
J.     Security  Interests  in  Personal  and Mixed Property.  To the extent not
otherwise satisfied pursuant to subsection 4.1I, Administrative Agent shall have
     received evidence satisfactory to it that Company and Subsidiary Guarantors
have  taken or shall have taken or caused to be taken all such actions, executed
and  delivered  or  caused  to  be  executed  and delivered all such agreements,
documents  and  instruments,  and made or caused to be made all such filings and
recordings  (other  than  the  filing or recording of items described in clauses
(iii),  (iv)  and  (v)  below)  that  may  be  necessary  or,  in the opinion of
Administrative  Agent,  desirable in order to create and/or continue in favor of
Administrative  Agent, for the benefit of Lenders, a valid and (upon such filing
and recording) perfected First Priority security interest in the entire personal
and  mixed  property  Collateral.  Such  actions  shall  include  the following:
(i)     Schedules  to Collateral Documents.  Delivery to Administrative Agent of
        ----------------------------------
accurate  and  complete schedules to all of the applicable Collateral Documents;
(ii)     Stock Certificates and Instruments.  To the extent not previously
         ----------------------------------
delivered to Administrative Agent, delivery to Administrative Agent of (a)
certificates (which certificates shall be accompanied by irrevocable undated
stock powers, duly endorsed in blank and otherwise satisfactory in form and
substance to Administrative Agent) representing all certificated equity
interests pledged pursuant to the Company Pledge Agreement and the Subsidiary
Pledge Agreement (including Company's membership interests in ICBH), and (b) all
promissory notes or other instruments (duly endorsed, where appropriate, in a
manner satisfactory to Administrative Agent) evidencing any Collateral;
(iii)     Lien Searches and UCC Termination Statements.  Delivery to
          --------------------------------------------
Administrative Agent of (a) the results of a recent search, by a Person
          -
satisfactory to Administrative Agent, of all effective UCC financing statements
and fixture filings and all judgment and tax lien filings which may have been
made with respect to any personal or mixed property of any Loan Party, together
with copies of all such filings disclosed by such search, and (b) UCC
termination statements duly executed by all applicable Persons for filing in all
applicable jurisdictions, and/or pay-off letters, each in form and substance
satisfactory to Administrative Agent, in each case as may be necessary to
terminate any effective UCC financing statements or fixture filings disclosed in
such search (other than any such financing statements or fixture filings in
respect of Liens permitted to remain outstanding pursuant to the terms of this
Agreement);
(iv)     UCC Financing Statements and Fixture Filings and Amendments Thereto.
         -------------------------------------------------------------------
To the extent not previously delivered to Administrative Agent, delivery to
Administrative Agent of UCC financing statements and/or amendments thereto and,
where appropriate, fixture filings and/or amendments thereto, duly executed by
each applicable Loan Party with respect to all personal and mixed property
Collateral of such Loan Party, for filing in all jurisdictions as may be
necessary or, in the opinion of Administrative Agent, desirable to perfect or
continue the perfection of the security interests created in such Collateral
pursuant to the Collateral Documents;
(v)     PTO Cover Sheets, Etc.  To the extent not previously delivered to
        ---------------------
Administrative Agent, delivery to Administrative Agent of all cover sheets or
other documents or instruments required to be filed with the PTO in order to
create or continue, or perfect or continue to perfect, Liens in respect of any
IP Collateral; and
(vi)     Opinions of Local Counsel.  Delivery to Administrative Agent of an
         -------------------------
opinion of counsel (which counsel shall be reasonably satisfactory to
Administrative Agent) under the laws of each jurisdiction in which any Loan
Party or any personal or mixed property Collateral is located with respect to
the creation and perfection or continuation of perfection of the security
interests in favor of Administrative Agent in such Collateral and such other
matters governed by the laws of such jurisdiction regarding such security
interests as Administrative Agent may reasonably request, in each case in form
and substance reasonably satisfactory to Administrative Agent.
K.     Ship  Mortgages.  Administrative  Agent  shall have received from Company
and  each  applicable  Subsidiary  Guarantor  fully  executed and notarized Ship
Mortgages  and/or  amendments  thereto  in  proper  form  for  recording  in all
appropriate places in all applicable jurisdictions, encumbering each ship, barge
     or  other  vessel  listed  in  Schedule 4.1K annexed hereto, and such other
                                    -------------
approvals,  opinions  or  documents  in  connection  with  the  foregoing  as
Administrative  Agent  may  reasonably  request.
L.     Real Estate and Other Appraisals.  Administrative Agent shall have
received appraisals from one or more independent real estate and other
appraisers satisfactory to Administrative Agent, in form, scope and substance
satisfactory to Administrative Agent (including a determination that the
appraised value (on a going concern basis) of the Biloxi Gaming Facilities, the
Vicksburg Gaming Facilities, the Bossier City Gaming Facilities, the Bettendorf
Gaming Facilities, the Marquette Gaming Facilities, the Coahoma Gaming
Facilities, the Natchez Gaming Facilities and the Lake Charles Gaming
Facilities, collectively, is not less than $1,100,000,000) and satisfying the
requirements of any applicable laws and regulations, concerning any Effective
Date Mortgaged Properties (as defined in subsection 4.1I) and ships or barges
subject to Ship Mortgages, in each case to the extent required under such laws
and regulations as determined by Administrative Agent in its discretion.
M.     Environmental Reports.  Administrative Agent shall have received reports
and other information, in form, scope and substance satisfactory to
Administrative Agent, regarding environmental matters relating to Company and
its Subsidiaries and the New Facilities, which reports shall include a Phase I
environmental assessment for each of the New Facilities currently owned, leased,
operated or used by Company or any of its Subsidiaries (collectively, the "Phase
I Report") which (a) conforms to the current version of ASTM Standard Practice
for Environmental Site Assessments: Phase I Environmental Site Assessment
Process, E 1527, (b) was conducted no more than six months prior to the
Effective Date by one or more environmental consulting firms reasonably
satisfactory to Administrative Agent, (c) includes an assessment of
asbestos-containing materials at such New Facilities, and (d) includes an
estimate of the reasonable worst-case cost of investigating and remediating any
Hazardous Materials Activity identified in the Phase I Report as giving rise to
an actual or potential material violation of any Environmental Law or as
presenting a material risk of giving rise to a material Environmental Claim.
N.     Financial Statements; Pro Forma Balance Sheet.  On or before the
Effective Date, Administrative Agent shall have received from Company (i)
audited financial statements of Company and its Subsidiaries for Fiscal Years
1999, 1998 and 1997 and audited financial statements of Lady Luck and its
Subsidiaries for fiscal years 1998, 1997 and 1996, each consisting of balance
sheets and the related consolidated and consolidating statements of income,
stockholders' equity and cash flows for such fiscal years, and (ii) unaudited
financial statements of Company and its Subsidiaries as at October 24, 1999 and
unaudited financial statements of Lady Luck and its Subsidiaries as at September
30, 1999, each consisting of a balance sheet and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows for the
nine-month period ending on such date, all in reasonable detail and, with
respect to the financial statements of Company and its Subsidiaries, certified
by the chief financial officer of Company that such statements fairly present
the financial condition of Company and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-end
adjustments.
O.     Evidence of Insurance.  Administrative Agent shall have received a
certificate from Company's insurance broker or other evidence satisfactory to it
that all insurance required to be maintained pursuant to subsection 6.4 is in
full force and effect and that Administrative Agent on behalf of Lenders has
been named as additional insured and/or loss payee thereunder to the extent
required under subsection 6.4.
P.     Opinions of Counsel to Loan Parties.  Lenders and their respective
counsel shall have received (i) originally executed copies of one or more
favorable written opinions of Allan B. Solomon, general counsel to the Loan
Parties, Mayer, Brown & Platt, counsel to the Loan Parties, Phelps Dunbar
L.L.P., special admiralty, Louisiana and Mississippi counsel for Loan Parties,
and Lane & Waterman, Iowa counsel for Loan Parties, each in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Effective Date and setting forth substantially the matters in the opinions
designated in Exhibit VIII annexed hereto and as to such other matters as
              ------------
Administrative Agent acting on behalf of Lenders may reasonably request, and
(ii) evidence satisfactory to Administrative Agent that Loan Parties have
requested such counsel to deliver such opinions to Lenders.
Q.     Opinions of Administrative Agent's Counsel.  Lenders shall have received
originally executed copies of one or more favorable written opinions of
O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of the
Effective Date, substantially in the form of Exhibit IX annexed hereto and as to
                                             ----------
such other matters as Administrative Agent acting on behalf of Lenders may
reasonably request.
R.     Opinions of Counsel Delivered Under Related Agreements.  To the extent
not previously delivered, Administrative Agent and its counsel shall have
received copies of each of the opinions of counsel delivered to the parties
under the Related Agreements, together with a letter from each such counsel (to
the extent not inconsistent with such counsel's established internal policies)
authorizing Lenders to rely upon such opinion to the same extent as though it
were addressed to Lenders.
S.     Fees.  Company shall have paid to Administrative Agent, for distribution
(as appropriate) to Administrative Agent and Lenders, the fees payable on the
Effective Date referred to in subsection 2.3.
T.     Representations and Warranties; Performance of Agreements.  Company shall
have delivered to Administrative Agent an Officer's Certificate, in form and
substance satisfactory to Administrative Agent, to the effect that the
representations and warranties in Section 5 hereof are true, correct and
complete in all material respects on and as of the Effective Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Company shall have performed
in all material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Effective Date except as otherwise disclosed to and agreed to in writing by
Administrative Agent and Requisite Lenders.
U.     No Litigation.  There shall not be pending or, to the knowledge of
Company, threatened, any action, suit, proceeding, governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries that has not been disclosed by
Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the execution
of this Agreement, and there shall have occurred no development not so disclosed
in any such action, suit, proceeding, governmental investigation or arbitration
so disclosed, that, in either event, in the opinion of Administrative Agent or
of Requisite Lenders, could reasonably be expected to have a Material Adverse
Effect; and no injunction or other restraining order shall have been issued and
no hearing to cause an injunction or other restraining order to be issued shall
be pending or noticed with respect to any action, suit or proceeding seeking to
enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the transactions contemplated by this Agreement or
the making of Loans hereunder.
V.     No Disruption of Financial and Capital Markets.  There shall have been no
material adverse change after October 4, 1999 in the syndication markets for
credit facilities similar in nature to the credit facilities provided under this
Agreement and the other Loan Documents, and there shall not have occurred and be
continuing a material disruption of or material adverse change in the financial,
banking or capital markets that would have an adverse effect on such syndication
markets, in each case as determined by Administrative Agent in its sole
discretion.
W.     Completion of Proceedings.  All corporate and other proceedings taken or
to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.
4.2     Conditions to All Loans.
        -----------------------
     The  obligations  of Lenders to make Loans on each Funding Date are subject
to  the  following  further  conditions  precedent:
A.     Administrative  Agent  shall  have  received before that Funding Date, in
accordance with the provisions of subsection 2.1B, an originally executed Notice
     of Borrowing, in each case signed by the chief executive officer, the chief
financial  officer  or  the  treasurer  of Company or by any employee of Company
designated  by  any  of  the  above-described officers on behalf of Company in a
writing  delivered  to  Administrative  Agent.
B.     As  of  that  Funding  Date:
(i)     The  representations  and  warranties  contained herein and in the other
Loan  Documents  shall be true, correct and complete in all material respects on
and  as of that Funding Date to the same extent as though made on and as of that
date,  except  to  the  extent  such representations and warranties specifically
relate  to  an  earlier  date, in which case such representations and warranties
shall have been true, correct and complete in all material respects on and as of
     such  earlier  date;
(ii)     No event shall have occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Notice of Borrowing and the
application of the proceeds thereof that would constitute an Event of Default or
a Potential Event of Default; and
(iii)     No order, judgment or decree of any court, arbitrator or governmental
authority shall purport to enjoin or restrain any Lender from making the Loans
to be made by it on that Funding Date.
4.3     Conditions to Letters of Credit.
        -------------------------------
     The  issuance  of  any  Letter  of  Credit  hereunder  (whether  or not the
applicable  Issuing  Lender  is  obligated  to  issue  such Letter of Credit) is
subject  to  the  following  conditions  precedent:
A.     On  or  before  the  date  of  issuance  of  the initial Letter of Credit
pursuant  to  this  Agreement,  the  initial  Loans  shall  have  been  made.
B.     On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Notice of Issuance of Letter of
Credit, in each case signed by the chief executive officer, the chief financial
officer or the treasurer of Company or by any employee of Company designated by
any of the above-described officers on behalf of Company in a writing delivered
to Administrative Agent, together with all other information specified in
subsection 3.1B(i) and such other documents or information as the applicable
Issuing Lender may reasonably require in connection with the issuance of such
Letter of Credit.
C.     On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.2B shall be satisfied to the same extent as
if the issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.
Section 5.     COMPANY'S REPRESENTATIONS AND WARRANTIES
     In  order  to  induce  Lenders to enter into this Agreement and to make the
Loans,  to induce Issuing Lenders to issue Letters of Credit and to induce other
Lenders  to  purchase participations therein, Company represents and warrants to
each Lender, on the date of this Agreement, on each Funding Date and on the date
of  issuance  of  each Letter of Credit, that the following statements are true,
correct  and  complete:
5.1     Organization, Powers, Qualification, Good Standing, Business and
        ----------------------------------------------------------------
Subsidiaries.
       -----
A.     Organization  and  Powers.  Each Loan Party is a corporation, partnership
or  limited  liability  company  duly  organized,  validly  existing and in good
standing  under  the  laws  of its jurisdiction of incorporation or formation as
specified  in  Schedule  5.1  annexed hereto.  Each Loan Party has all requisite
               -------------
corporate power and authority to own and operate its properties, to carry on its
     business  as  now  conducted and as proposed to be conducted, to enter into
the  Loan  Documents  and Related Agreements to which it is a party and to carry
out  the  transactions  contemplated  thereby.
B.     Qualification and Good Standing.  Each Loan Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing could not
reasonably be expected to have a Material Adverse Effect.
C.     Conduct of Business. Company and its Subsidiaries are engaged only in the
businesses permitted to be engaged in pursuant to subsection 7.14.
D.     Subsidiaries.  All of the Subsidiaries of Company as of the Effective
Date are identified in Schedule 5.1 annexed hereto, as said Schedule 5.1 may be
                       ------------                         ------------
supplemented from time to time pursuant to the provisions of subsection
6.1(xvi).  Schedule 5.1 identifies which Subsidiaries of Company are Restricted
           ------------
Subsidiaries and Unrestricted Subsidiaries.  The capital stock of each of the
Subsidiaries of Company identified in Schedule 5.1 annexed hereto (as so
                                      ------------
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such capital stock constitutes Margin Stock.  Each of the
Subsidiaries of Company identified in Schedule 5.1 annexed hereto (as so
                                      ------------
supplemented) is a corporation, partnership or limited liability company duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation or formation set forth therein, has all
requisite corporate power and authority to own and operate its properties and to
carry on its business as now conducted and as proposed to be conducted, and is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, in each case except where failure to be so qualified or in good
standing or a lack of such corporate power and authority could not reasonably be
expected to have a Material Adverse Effect.  Schedule 5.1 annexed hereto (as so
                                             ------------
supplemented) correctly sets forth, as of the Effective Date, the ownership
interest of Company and each of its Subsidiaries in each of the Subsidiaries of
Company identified therein.  As of the Effective Date, there exists no
Indebtedness nor Contingent Obligations of the Unrestricted Subsidiaries owed to
Company or any of its Restricted Subsidiaries (other than approximately
$3,300,000 of Indebtedness owing by ICBH to Company) or for which Company or any
of its Restricted Subsidiaries is or may become liable.
5.2     Authorization of Borrowing, etc.
        --------------------------------
A.     Authorization  of  Borrowing.  The execution, delivery and performance of
the  Loan  Documents and the Related Agreements have been duly authorized by all
necessary  corporate  action  on  the  part  of  each Loan Party that is a party
thereto.
B.     No Conflict.  The execution, delivery and performance by Loan Parties of
the Loan Documents and the Related Agreements to which they are parties and the
consummation of the transactions contemplated by the Loan Documents and such
Related Agreements do not and will not (i) violate any provision of any law or
any governmental rule or regulation or any Gaming Law applicable to Company or
any of its Subsidiaries, the Certificate or Articles of Incorporation or other
formation or charter document or Bylaws of Company or any of its Subsidiaries or
any order, judgment or decree of any court or other agency of government or
Gaming Authority binding on Company or any of its Subsidiaries (other than any
violation of any such law, governmental rule or regulation, or Gaming Law or any
such order, judgment or decree, in each case which could not reasonably be
expected to have a Material Adverse Effect or cause any liability to any
Lender), (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Company or any of its Subsidiaries (other than any such conflict, breach or
default which could not reasonably be expected to have a Material Adverse
Effect), (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of Company or any of its Subsidiaries (other
than any Liens created under any of the Loan Documents in favor of
Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Company or any of its Subsidiaries, except for such approvals or
consents which will be obtained on or before the Effective Date and disclosed in
writing to Lenders.
C.     Governmental Consents; Gaming Authorizations.
     (1)     Except  for such authorizations, approvals, consents or notices (a)
obtained  or  delivered  as  of the Effective Date, (b) subsequently required in
connection  with the addition of any Subsidiary Guarantor pursuant to subsection
6.8,  or  (c) set forth on Schedule 5.2C annexed hereto, the execution, delivery
                           -------------
and performance by Loan Parties of the Loan Documents and the Related Agreements
to  which they are parties and the consummation of the transactions contemplated
by  the Loan Documents and such Related Agreements do not and will not result in
any License Revocation or require any registration with, consent or approval of,
or  notice  to,  or  other  action  to,  with or by, any federal, state or other
governmental  authority  or regulatory body or any Gaming Authority.  Other than
the  filings or recordings contemplated by subsection 5.16A, all authorizations,
approvals,  consents, notices, registrations or filings required to be obtained,
delivered,  filed  or  made as of the Effective Date for the execution, delivery
and performance by Loan Parties of the Loan Documents and the Related Agreements
to  which they are parties and the consummation of the transactions contemplated
by  the  Loan  Documents  and such Related Agreements have been obtained from or
registered  or  filed  with  the applicable federal, state or other governmental
authorities  or  regulatory  bodies  or  Gaming  Authorities.
(b)     All  Gaming Authorizations have been duly obtained and are in full force
and  effect  without  any known conflict with the rights of others and free from
any unduly burdensome restrictions, except where any such failure to obtain such
Gaming  Authorizations  or any such conflict or restriction could not reasonably
be expected to have, either individually or in the aggregate, a Material Adverse
Effect.  None  of  Company  or  any of its Subsidiaries has received any written
notice  or  other written communications from any Gaming Authority regarding (i)
any  revocation,  withdrawal, suspension, termination or modification of, or the
imposition  of  any  material  conditions  with  respect  to,  any  Gaming
Authorizations,  or  (ii)  any  other  limitations on the conduct of business by
Company  or  any  of  its  Subsidiaries,  except  where  any  such  revocation,
withdrawal,  suspension,  termination,  modification,  imposition  or limitation
could  not  reasonably  be  expected  to  have,  either  individually  or in the
aggregate,  a  Material  Adverse  Effect.
D.     Binding  Obligation.  Each  of  the Loan Documents and Related Agreements
has  been duly executed and delivered by each Loan Party that is a party thereto
and  is the legally valid and binding obligation of such Loan Party, enforceable
against  such  Loan Party in accordance with its respective terms, except as may
be  limited  by  bankruptcy,  insolvency, reorganization, moratorium, fraudulent
conveyance  or  similar laws relating to or limiting creditors' rights generally
or  by  equitable  principles  relating  to  enforceability.
E.     Valid Issuance of Subordinated Notes.  Company has the corporate power
and authority to issue the Subordinated Notes.  The Subordinated Notes are the
legally valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.  The subordination provisions of the Subordinated
Notes are enforceable against the holders thereof and the Loans and all other
monetary Obligations hereunder are and will be within the definition of "Senior
Indebtedness" included in such provisions.  The Subordinated Notes either (a)
have been registered or qualified under applicable federal and state securities
laws or (b) are exempt therefrom.
F.     Compliance with Laws.  Company and its Subsidiaries are in compliance
with all presently existing applicable statutes, laws, regulations, rules,
ordinances and orders of any kind whatsoever (including, without limitation, any
zoning and building laws or ordinances, subdivision laws or ordinances, any
Environmental Laws or Gaming Laws, or any presently existing rules, regulations
or orders of any governmental entity, authority or agency or any Gaming
Authority), and with all present existing covenants and restrictions of record
relating to the use and occupancy of any of their respective properties, except
where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect.
5.3     Financial Condition.
        -------------------
     Company  has  heretofore  delivered  to  Lenders,  at Lenders' request, the
following financial statements and information: (i) the audited consolidated and
consolidating  balance  sheets  of  Company and its Subsidiaries as at April 25,
1999  and  the  related  consolidated  and  consolidating  statements of income,
stockholders'  equity  and  cash  flows  of Company and its Subsidiaries for the
Fiscal  Year then ended, (ii) the audited consolidated and consolidating balance
sheets of Lady Luck and its Subsidiaries as at December 31, 1998 and the related
consolidated  and  consolidating  statements of income, stockholders' equity and
cash  flows  of  Lady  Luck and its Subsidiaries for the fiscal year then ended,
(iii) the unaudited consolidated and consolidating balance sheets of Company and
its  Subsidiaries  as at October 24, 1999 and the related unaudited consolidated
and  consolidating  statements of income, stockholders' equity and cash flows of
Company  and  its  Subsidiaries  for  the  nine  months then ended, and (iv) the
unaudited  consolidated  and  consolidating  balance sheets of Lady Luck and its
Subsidiaries as at September 30, 1999 and the related unaudited consolidated and
consolidating  statements of income, stockholders' equity and cash flows of Lady
Luck  and  its Subsidiaries for the nine months then ended.  All such statements
were  prepared  in  conformity  with  GAAP  and  fairly present, in all material
respects,  the  financial  position  (on  a  consolidated and, where applicable,
consolidating  basis)  of the entities described in such financial statements as
at the respective dates thereof and the results of operations and cash flows (on
a  consolidated  and,  where  applicable,  consolidating  basis) of the entities
described  therein  for  each of the periods then ended, subject, in the case of
any  such  unaudited  financial  statements, to changes resulting from audit and
normal  year-end  adjustments.  Company  does  not  (and  will not following the
funding  of  the  initial  Loans)  have  any  Contingent  Obligation, contingent
liability  or  liability  for  taxes,  long-term  lease  or  unusual  forward or
long-term commitment that is not reflected in the foregoing financial statements
or  the  notes thereto and which in any such case is material in relation to the
business,  operations, properties, assets, condition (financial or otherwise) or
prospects  of  Company  or  any  of  its  Subsidiaries.
5.4     No Material Adverse Change; No Restricted Junior Payments.
        ---------------------------------------------------------
     Since  April  25,  1999, no event or change has occurred that has caused or
evidences,  either  in  any case or in the aggregate, a Material Adverse Effect.
During  the period from April 25, 1999 through and including the Effective Date,
neither Company nor any of its Subsidiaries has directly or indirectly declared,
ordered,  paid  or  made,  or  set apart any sum or property for, any Restricted
Junior  Payment  or  agreed  to  do  so  except  as permitted by subsection 7.5.
5.5     Title to Properties; Liens; Real Property.
        -----------------------------------------
A.     Title  to Properties; Liens.  Company and its Subsidiaries have (i) good,
sufficient  and  legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or
     personal  property),  or  (iii)  good  title  to  (in the case of all other
personal  property),  all of their respective properties and assets reflected in
the  financial  statements  referred  to in subsection 5.3 or in the most recent
financial  statements  delivered pursuant to subsection 6.1, in each case except
for  assets  disposed  of  since  the  date  of such financial statements in the
ordinary  course  of  business  or  as otherwise permitted under subsection 7.7.
Except  as  permitted by this Agreement, all such properties and assets are free
and  clear  of  Liens.
B.     Real Property.  As of the Effective Date, Schedule 5.5 annexed hereto
                                                 ------------
contains a true, accurate and complete list of (i) all Real Property Assets
constituting fee properties and (ii) all leases, subleases or assignments of
leases (together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Real Property Asset of any Loan Party,
regardless of whether such Loan Party is the landlord or tenant (whether
directly or as an assignee or successor in interest) under such lease, sublease
or assignment.  Except as specified in Schedule 5.5 annexed hereto, each
                                       ------------
agreement listed in clause (ii) of the immediately preceding sentence is in full
force and effect and there is no default by any Loan Party thereunder.  Company
does not have knowledge of any default by any other party thereto that has
occurred and is continuing thereunder, and each such agreement constitutes the
legally valid and binding obligation of each applicable Loan Party, enforceable
against such Loan Party in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles.
5.6     Litigation; Adverse Facts.
        -------------------------
A.     Proceedings, Investigations and Violations.  There are no actions, suits,
     proceedings,  arbitrations  or  governmental investigations (whether or not
purportedly  on  behalf  of  Company  or  any  of its Subsidiaries) at law or in
equity,  or  before  or  by  any federal, state, municipal or other governmental
department,  commission,  board,  bureau,  agency  or  instrumentality or Gaming
Authority,  domestic  or  foreign  (including any Environmental Claims) that are
pending or, to the knowledge of Company, threatened against or affecting Company
or any of its Subsidiaries or any property of Company or any of its Subsidiaries
and that, individually or in the aggregate, could reasonably be expected to have
a  Material  Adverse Effect.  Neither Company nor any of its Subsidiaries (i) is
in  violation  of  any  applicable  laws  (including  Environmental  Laws) that,
individually  or  in  the  aggregate,  could  reasonably  be  expected to have a
Material Adverse Effect, or (ii) is subject to or in default with respect to any
final  judgments, writs, injunctions, decrees, rules or regulations of any court
or  any  federal, state, municipal or other governmental department, commission,
board,  bureau,  agency  or  instrumentality,  domestic  or  foreign,  that,
individually  or  in  the  aggregate,  could  reasonably  be  expected to have a
Material  Adverse  Effect.
B.     Land Use Proceedings.  As of the Effective Date, there are no pending
condemnation, zoning or other land use proceedings or special assessment
proceedings with respect to the Effective Date Mortgaged Properties or the use
thereof, and Seller has not received written notice from any Governmental
Authority threatening any such proceeding. After the Effective Date, there are
no material pending condemnation, zoning or other land use proceedings or
special assessment proceedings with respect to the Effective Date Mortgaged
Properties or the use thereof, and Seller has not received written notice from
any Governmental Authority threatening any such proceeding.  Seller has not
entered into any agreements or commitments with Governmental Authorities that
will be binding on the Effective Date Mortgaged Properties after the Effective
Date and which would (i) materially affect the operations of or the entitlements
applicable to such properties, (ii) require the owner of any such property to
make improvements to such property or make dedications or off-site improvements
for the benefit of adjoining properties, or (iii) make additional expenditures
with respect to the operation of the Effective Date Mortgaged Properties.
5.7     Payment of Taxes.
        ----------------
     Except  to  the  extent  permitted  by  subsection 6.3, all tax returns and
reports of Company and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes shown on such tax returns to be due and payable
and  all  assessments,  fees and other governmental charges upon Company and its
Subsidiaries  and  upon  their respective properties, assets, income, businesses
and  franchises  which  are due and payable have been paid when due and payable.
Company  knows  of  no  proposed  tax  assessment  against Company or any of its
Subsidiaries which is not being actively contested by Company or such Subsidiary
in  good  faith  and  by appropriate proceedings; provided that such reserves or
                                                  --------
other  appropriate  provisions,  if any, as shall be required in conformity with
GAAP  shall  have  been  made  or  provided  therefor.
5.8     Performance of Agreements; Materially Adverse Agreements; Material
        ------------------------------------------------------------------
Contracts.
     ----
A.     Neither  Company  nor  any  of  its  Subsidiaries  is  in  default in the
performance,  observance  or fulfillment of any of the obligations, covenants or
conditions  contained  in  any  of its Contractual Obligations, and no condition
exists  that,  with  the  giving  of  notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
     such  default or defaults, if any, could not reasonably be expected to have
a  Material  Adverse  Effect.
B.     Neither Company nor any of its Subsidiaries is a party to or is otherwise
subject to any agreements or instruments or any charter or other internal
restrictions which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.
C.     Schedule 5.8 contains a true, correct and complete list of all the
       ------------
Material Contracts in effect on the Effective Date.  Except as described on
Schedule 5.8, all such Material Contracts are in full force and effect and no
    --------
material defaults currently exist thereunder.
D.     Neither Company nor any of its Subsidiaries has entered into any
currently effective contracts for the sale of the Effective Date Mortgaged
Properties, nor do there exist any currently effective rights of first refusal
or options to purchase such properties.
5.9     Governmental Regulation.
        -----------------------
     Except  for  the  Gaming  Laws  described  in Schedule 5.2C annexed hereto,
                                                   -------------
neither  Company  nor any of its Subsidiaries is subject to regulation under the
Public  Utility  Holding  Company  Act  of  1935,  the  Federal  Power  Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal  or  state  statute  or  regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable.
5.10     Securities Activities.
         ---------------------
A.     Neither Company nor any of its Subsidiaries is engaged principally, or as
     one  of  its  important activities, in the business of extending credit for
the  purpose  of  purchasing  or  carrying  any  Margin  Stock.
B.     Following application of the proceeds of each Loan, not more than 25% of
the value of the assets (either of Company only or of Company and its
Subsidiaries on a consolidated basis) subject to the provisions of subsection
7.2 or 7.7 or subject to any restriction contained in any agreement or
instrument, between Company and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 8.2, will be Margin
Stock.
5.11     Employee Benefit Plans.
         ----------------------
A.     Company,  each  of  its  Subsidiaries  and each of their respective ERISA
Affiliates  are in compliance with all applicable provisions and requirements of
ERISA  and the regulations and published interpretations thereunder with respect
to  each  Employee  Benefit Plan, and have performed all their obligations under
each  Employee  Benefit  Plan.  Each  Employee Benefit Plan which is intended to
qualify  under  Section  401(a)  of  the  Internal Revenue Code is so qualified.
B.     No ERISA Event has occurred or is reasonably expected to occur.
C.     Except to the extent required under Section 4980B of the Internal Revenue
Code, or except as set forth in Schedule 5.11 annexed hereto, no Employee
                                -------------
Benefit Plan provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employee of Company, any of
its Subsidiaries or any of their respective ERISA Affiliates.
D.     As of the most recent valuation date for any Pension Plan, the amount of
unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $5,000,000.
E.     As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of Company, its
Subsidiaries and their respective ERISA Affiliates for a complete withdrawal
from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all
Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $5,000,000.
5.12     Certain Fees.
         ------------
     Except  for  fees  disclosed to Administrative Agent prior to the Effective
Date,  no broker's or finder's fee or commission will be payable with respect to
this  Agreement  or  any  of  the  transactions contemplated hereby, and Company
hereby  indemnifies  Lenders  against,  and  agrees  that  it  will hold Lenders
harmless  from, any claim, demand or liability for any non-disclosed broker's or
finder's  fees alleged to have been incurred in connection herewith or therewith
and  any  expenses  (including  reasonable  fees,  expenses and disbursements of
counsel)  arising  in  connection  with  any  such  claim,  demand or liability.
5.13     Environmental Protection.
         ------------------------
(i)     neither  Company nor any of its Subsidiaries nor any of their respective
Facilities  or  operations are subject to any outstanding written order, consent
decree or settlement agreement with any Person relating to (a) any Environmental
     Law,  (b)  any Environmental Claim, or (c) any Hazardous Materials Activity
that,  individually  or in the aggregate, could reasonably be expected to have a
Material  Adverse  Effect  or  impose  any  liability  on  the  Lenders;
(ii)     neither Company nor any of its Subsidiaries has received any letter or
request for information under Section 104 of the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C.   9604) or any comparable
state law;
(iii)     there  are  and,  to  Company's  knowledge,  have  been no conditions,
occurrences,  or  Hazardous  Materials  Activities  which  could  reasonably  be
expected  to  form the basis of an Environmental Claim against Company or any of
its  Subsidiaries  that,  individually  or in the aggregate, could reasonably be
expected  to  have  a  Material  Adverse  Effect  or impose any liability on the
Lenders;
(iv)     neither  Company  nor  any  of  its  Subsidiaries  nor,  to  Company's
knowledge,  any  predecessor of Company or any of its Subsidiaries has filed any
notice  under  any  Environmental  Law  indicating  past or present treatment of
Hazardous  Materials  at  any  Facility,  and  none  of  Company's or any of its
Subsidiaries'  operations  involves  the  generation, transportation, treatment,
storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
     or  any  state  equivalent;  and
(v)     compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws will not, individually or
in the aggregate, have a reasonable possibility of giving rise to a  Material
Adverse Effect or imposing any liability on the Lenders.
     Notwithstanding  anything in this subsection 5.13 to the contrary, no event
or  condition has occurred or is occurring with respect to Company or any of its
Subsidiaries  relating  to  any  Environmental  Law,  any  Release  of Hazardous
Materials,  or  any  Hazardous  Materials  Activity which individually or in the
aggregate  has  had  or  could reasonably be expected to have a Material Adverse
Effect,  or could reasonably be expected to impose any liability on the Lenders.
5.14     Employee Matters.
         ----------------
     There  is  no  strike or work stoppage in existence or threatened involving
Company  or  any of its Subsidiaries that could reasonably be expected to have a
Material  Adverse  Effect.
5.15     Solvency.
         --------
     Each Loan Party is and, upon the incurrence of any Obligations by such Loan
Party  on  any  date  on  which  this  representation is made, will be, Solvent.
5.16     Matters Relating to Collateral.
         ------------------------------
A.     Creation,  Perfection  and Priority of Liens.  The execution and delivery
of the Collateral Documents by Loan Parties, together with (i) the actions taken
     on  or prior to the date hereof pursuant to subsections 4.1I, 4.1J, 6.8 and
6.9  and  the  filing  of any UCC financing statements and/or amendments and PTO
filings  and/or amendments delivered to Administrative Agent for filing (but not
yet  filed)  and the recording of any Effective Date Mortgages or Ship Mortgages
delivered  to  Administrative  Agent  for  recording  (but  not yet recorded) or
amendments  to  the Mortgages and Ship Mortgages existing prior to the Effective
Date,  and  (ii)  the delivery to Administrative Agent of any Pledged Collateral
not  delivered  to Administrative Agent at the time of execution and delivery of
the  applicable Collateral Document (all of which Pledged Collateral has been so
delivered)  are  effective  to  create or to continue in favor of Administrative
Agent  for  the  benefit  of  Lenders,  as  security  for the respective Secured
Obligations  (as defined in the applicable Collateral Document in respect of any
Collateral), a valid and perfected First Priority Lien on all of the Collateral,
and all filings and other actions necessary or desirable to perfect and maintain
the  perfection  and  First Priority status of such Liens have been duly made or
taken and remain in full force and effect, other than the filing or recording of
the  Effective  Date  Mortgages  and  the  Ship Mortgages, the filing of any UCC
financing  statements  and/or  amendments  and  PTO  filings  and/or  amendments
delivered  to Administrative Agent for filing (but not yet filed), the recording
of  any  Effective Date Mortgages and Ship Mortgages delivered to Administrative
Agent  for  recording  (but  not  yet  recorded)  and the periodic filing of UCC
continuation  statements  in  respect of UCC financing statements filed by or on
behalf  of  Administrative  Agent.
B.     Governmental Authorizations.  No authorization, approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for either (i) the pledge or grant by any Loan Party of the
Liens purported to be created in favor of Administrative Agent pursuant to any
of the Collateral Documents or (ii) the exercise by Administrative Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for such authorizations, approvals or other actions
set forth on Schedule 5.2C annexed hereto and filings or recordings contemplated
             -------------
by subsection 5.16A and except as may be required, in connection with the
disposition of any Pledged Collateral, by laws generally affecting the offering
and sale of securities.
C.     Absence of Third-Party Filings.  Except (x) such as may have been filed
in favor of Administrative Agent as contemplated by subsection 5.16A, (y) for
Permitted Encumbrances, and (z) for Liens which shall be terminated pursuant to
UCC termination statements delivered pursuant to subsection 4.1J to
Administrative Agent for filing (but not yet filed), such Liens to be terminated
upon the filing or recording of such UCC termination statements, (i) no
effective UCC financing statement, fixture filing or other instrument similar in
effect covering all or any part of the Collateral is on file in any filing or
recording office and (ii) no effective filing covering all or any part of the IP
Collateral is on file in the PTO.
D.     Margin Regulations.  The pledge of the Pledged Collateral pursuant to the
Collateral Documents does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.
E.     Information Regarding Collateral.  All information supplied to
Administrative Agent by or on behalf of any Loan Party with respect to any of
the Collateral (in each case taken as a whole with respect to any particular
Collateral) is accurate and complete in all material respects.
F.     Conditions Affecting the Effective Date Mortgaged Properties.  There are
no defects, facts or conditions affecting the Effective Date Mortgaged
Properties that would make them unsuitable for the current use of such
properties or of any abnormal hazards (including earth movement, slippage or
flood damage) affecting the Effective Date Mortgaged Properties, except for
defects, facts or conditions which could not reasonably be expected to have a
Material Adverse Effect.
G.     Permits and Approvals for the Effective Date Mortgaged Properties.
Company has obtained, or caused its Subsidiaries to obtain, all permits,
authorizations, and approvals, including, without limitation, all sewer and
water permits, elevator permits, certificates of occupancy, subdivision
approvals, environmental approvals, zoning and land use entitlements which are
necessary for the current operation of the Effective Date Mortgaged Properties,
and there are no uncured violations thereof, except for permits, authorizations
and approvals where the failure to obtain, and violations thereof, could not
reasonably be expected to have a Material Adverse Effect.
5.17     Related Agreements.
         ------------------
     Company  has  delivered  to  Lenders  complete  and  correct copies of each
Related  Agreement  and  of  all  exhibits  and  schedules  thereto.
5.18     Disclosure.
         ----------
     No  representation  or  warranty  of  Company  or  any  of its Subsidiaries
contained  in the Confidential Information Memorandum or in any Loan Document or
Related  Agreement  or  in  any other document, certificate or written statement
(taken as a whole) furnished to Lenders by or on behalf of Company or any of its
Subsidiaries  for  use  in connection with the transactions contemplated by this
Agreement  contains  any untrue statement of a material fact or omits to state a
material  fact  (known  to Company, in the case of any document not furnished by
it)  necessary  in  order to make the statements contained herein or therein not
misleading  in  light  of  the  circumstances  in which the same were made.  Any
projections  and pro forma financial information contained in such materials are
based  upon  good  faith  estimates  and  assumptions  believed by Company to be
reasonable  at  the  time  made,  it  being  recognized  by  Lenders  that  such
projections  as  to  future events are not to be viewed as facts and that actual
results  during  the  period  or  periods  covered  by  any such projections may
materially  differ  from  the  projected  results.  There are no facts known (or
which  should  upon  the  reasonable  exercise of diligence be known) to Company
(other  than  matters of a general economic nature) that, individually or in the
aggregate,  could  reasonably  be expected to have a Material Adverse Effect and
that have not been disclosed herein or in such other documents, certificates and
statements  furnished  to  Lenders  for  use in connection with the transactions
contemplated  hereby.
5.19     Year 2000 Compliance.
         --------------------
     All  Information  Systems  and  Equipment  accurately  process  date  data
(including  without  limitation  calculating,  comparing  and sequencing) in all
material  respects  before,  during and after the year 2000, as well as same and
multi-century dates, or between the years 1999 and 2000, taking into account all
leap  years,  including the fact that the year 2000 is a leap year, and further,
that  when  used  in  combination  with,  or interfacing with, other Information
Systems  and Equipment, shall accurately accept, release and exchange date data,
and shall in all material respects continue to function in the same manner as it
performed prior to January 1, 2000 and shall not otherwise materially impair the
accuracy  or  functionality  of  Information  Systems  and  Equipment.
Section 6.     COMPANY'S AFFIRMATIVE COVENANTS
     Company  covenants  and  agrees  that,  so  long  as any of the Commitments
hereunder  shall  remain in effect and until payment in full of all of the Loans
and  other  Obligations  and  the  cancellation  or expiration of all Letters of
Credit,  unless  Requisite  Lenders  shall otherwise give prior written consent,
Company  shall perform, and shall cause each of its Subsidiaries to perform, all
covenants  in  this  Section  6.
6.1     Financial Statements and Other Reports.
        --------------------------------------
     Company  will  maintain,  and cause each of its Subsidiaries to maintain, a
system  of  accounting  established  and  administered  in accordance with sound
business  practices  to permit preparation of financial statements in conformity
with  GAAP.  Company  will deliver to Administrative Agent (with copies for each
Lender,  which copies shall be promptly distributed to Lenders by Administrative
Agent):
(i)     Monthly  Financials:  as  soon  as  available and in any event within 35
        -------------------
days  after  the  end  of  each  February,  March, May, June, August, September,
November  and  December  ending  after  the  Effective  Date,  the  consolidated
statements  of income of Company and its Subsidiaries and separate statements of
income of each Gaming Facility of Company and its Subsidiaries, in each case for
     such month and for the period from the beginning of the then current Fiscal
Year  to  the  end of such month, setting forth in each case in comparative form
the  corresponding  figures for the corresponding periods of the previous Fiscal
Year  and  the  corresponding  figures  from  the Financial Plan for the current
Fiscal  Year,  to  the  extent  prepared  on  a monthly basis, all in reasonable
detail, subject to changes resulting from audit and normal year-end adjustments;
(ii)     Quarterly Financials:  as soon as available and in any event within (x)
         --------------------
50 days after the end of each Fiscal Quarter (other than each fourth Fiscal
Quarter), or (y) 95 days after the end of each fourth Fiscal Quarter, (a) the
consolidated and consolidating balance sheets of Company and its Subsidiaries as
at the end of such Fiscal Quarter and the related consolidated and consolidating
statements of income, stockholders' equity and cash flows of Company and its
Subsidiaries for such Fiscal Quarter and for the period from the beginning of
the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in
each case in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year and the corresponding figures from the
Financial Plan for the current Fiscal Year, all in reasonable detail and
certified by the chief financial officer of Company that they fairly present, in
all material respects, the financial condition of Company and its Subsidiaries
as at the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to changes resulting from audit and
normal year-end adjustments, and (b) a narrative report describing the
operations of Company and its Subsidiaries in the form prepared for presentation
to senior management for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter;
(iii)     Year-End Financials:  as soon as available and in any event within 95
          -------------------
days after the end of each Fiscal Year, (a) the consolidated and consolidating
balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year
and the related consolidated and consolidating statements of income,
stockholders' equity and cash flows of Company and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year and the corresponding figures from the
Financial Plan for the Fiscal Year covered by such financial statements, all in
reasonable detail and certified by the chief financial officer of Company that
they fairly present, in all material respects, the financial condition of
Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, (b) a narrative
report describing the operations of Company and its Subsidiaries in the form
prepared for presentation to senior management for such Fiscal Year, and (c) in
the case of such consolidated financial statements, a report thereon of Ernst &
Young LLP or other independent certified public accountants of recognized
national standing selected by Company and satisfactory to Administrative Agent,
which report shall be unqualified, shall express no doubts about the ability of
Company and its Subsidiaries to continue as a going concern, and shall state
that such consolidated financial statements fairly present, in all material
respects, the consolidated financial position of Company and its Subsidiaries as
at the dates indicated and the results of their operations and their cash flows
for the periods indicated in conformity with GAAP applied on a basis consistent
with prior years (except as otherwise disclosed in such financial statements)
and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with generally
accepted auditing standards;
(iv)     Officer's and Compliance Certificates:  together with each delivery of
         -------------------------------------
financial statements of Company and its Subsidiaries pursuant to subdivisions
(ii) and (iii) above, (a) an Officer's Certificate of Company stating that the
signer has reviewed the terms of this Agreement and has made, or caused to be
made under the signer's supervision, a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the accounting
period covered by such financial statements and that such review has not
disclosed the existence during or at the end of such accounting period, and that
the signer does not have knowledge of the existence as at the date of such
Officer's Certificate, of any condition or event that constitutes an Event of
Default or Potential Event of Default, or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action Company has taken, is taking and proposes to take with respect
thereto; and (b) a Compliance Certificate demonstrating in reasonable detail
compliance during and at the end of the applicable accounting periods with the
restrictions contained in Section 7, in each case to the extent compliance with
such restrictions is required to be tested at the end of the applicable
accounting period, together with a description (including amounts) of all
Investments and Consolidated Capital Expenditures made during such period, and
with respect to each construction or expansion project of Company and its
Restricted Subsidiaries, a report setting forth the budgeted and/or projected
total cost of such project, the costs incurred to date for such project and the
expenditures made to date for such project;
(v)     Reconciliation Statements:  if, as a result of any change in accounting
        -------------------------
principles and policies from those used in the preparation of the audited
financial statements referred to in subsection 5.3, the consolidated financial
statements of Company and its Subsidiaries delivered pursuant to subdivisions
(i), (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material
respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then (a) together with the first delivery of
financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this
subsection 6.1 following such change, consolidated financial statements of
Company and its Subsidiaries for (y) the current Fiscal Year to the effective
date of such change and (z) the two full Fiscal Years immediately preceding the
Fiscal Year in which such change is made, in each case prepared on a pro forma
basis as if such change had been in effect during such periods, and (b) together
with each delivery of financial statements pursuant to subdivision (i), (ii),
(iii) or (xiii) of this subsection 6.1 following such change, a written
statement of the chief accounting officer or chief financial officer of Company
setting forth the differences (including any differences that would affect any
calculations relating to the financial covenants set forth in subsection 7.6)
which would have resulted if such financial statements had been prepared without
giving effect to such change;
(vi)     Accountants' Certification:  together with each delivery of
         --------------------------
consolidated financial statements of Company and its Subsidiaries pursuant to
         --
subdivision (iii) above, a written statement by the independent certified public
accountants giving the report thereon (a) stating that their audit examination
has included a review of the terms of this Agreement and the other Loan
Documents as they relate to accounting matters, (b) stating whether, in
connection with their audit examination, any condition or event that constitutes
an Event of Default or Potential Event of Default has come to their attention
and, if such a condition or event has come to their attention, specifying the
nature and period of existence thereof; provided that such accountants shall not
                                        --------
be liable by reason of any failure to obtain knowledge of any such Event of
Default or Potential Event of Default that would not be disclosed in the course
of their audit examination, and (c) stating that based on their audit
examination nothing has come to their attention that causes them to believe
either or both that the information contained in the certificates delivered
therewith pursuant to subdivision (iv) above is not correct or that the matters
set forth in the Compliance Certificates delivered therewith pursuant to clause
(b) of subdivision (iv) above for the applicable Fiscal Year are not stated in
accordance with the terms of this Agreement;
(vii)     Accountants' Reports:  promptly upon receipt thereof (unless
          --------------------
restricted by applicable professional standards), copies of all reports
submitted to Company by independent certified public accountants in connection
with each annual, interim or special audit of the financial statements of
Company and its Subsidiaries made by such accountants, including any comment
letter submitted by such accountants to management in connection with their
annual audit;
(viii)     SEC Filings and Press Releases:  promptly upon their becoming
           ------------------------------
available, copies of (a) all financial statements, reports, notices and proxy
statements sent or made available generally by Company to its Security holders
or by any Subsidiary of Company to its Security holders other than Company or
another Subsidiary of Company, (b) all regular and periodic reports and all
registration statements (other than on Form S-8 or a similar form) and
prospectuses, if any, filed by Company or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority, and (c) all press releases and
other statements made available generally by Company or any of its Subsidiaries
to the public concerning material developments in the business of Company or any
of its Subsidiaries;
(ix)     Events of Default, etc.:  promptly upon any officer of Company
         -----------------------
obtaining knowledge (a) of any condition or event that constitutes an Event of
Default or Potential Event of Default, or becoming aware that any Lender has
given any notice to Company (other than to Administrative Agent) or taken any
other action with respect to a claimed Event of Default or Potential Event of
Default, (b) that any Person has given any notice to Company or any of its
Subsidiaries or taken any other action with respect to a claimed default or
event or condition of the type referred to in subsection 8.2, (c) of any
condition or event that would be required to be disclosed in a current report
filed by Company with the Securities and Exchange Commission on Form 8-K (Items
1, 2, 4, 5 and 6 of such Form as in effect on the date hereof) if Company were
required to file such reports under the Exchange Act, or (d) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, an Officer's Certificate specifying
the nature and period of existence of such condition, event or change, or
specifying the notice given or action taken by any such Person and the nature of
such claimed Event of Default, Potential Event of Default, default, event or
condition, and what action Company has taken, is taking and proposes to take
with respect thereto;
(x)     Litigation or Other Proceedings:  (a) promptly upon any officer of
        -------------------------------
Company obtaining knowledge of (X) the institution of, or non-frivolous threat
of, any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration against or affecting
Company or any of its Subsidiaries or any property of Company or any of its
Subsidiaries (collectively, "Proceedings") not previously disclosed in writing
by Company to Lenders or (Y) any material development in any Proceeding that, in
any case:
(1)     if adversely determined, could reasonably be expected to have a Material
     Adverse  Effect;  or
(2)     seeks  to enjoin or otherwise prevent the consummation of, or to recover
any  damages  or  obtain  relief  as  a result of, the transactions contemplated
hereby;
written notice thereof together with such other information as may be reasonably
available  to  Company  to  enable  Lenders  and  their counsel to evaluate such
matters;  and  (b)  within  twenty  days after the end of each Fiscal Quarter, a
schedule  of  all  Proceedings  not  covered  by  insurance involving an alleged
liability of, or claims against or affecting, Company or any of its Subsidiaries
equal  to  or  greater  than  $5,000,000,  and  promptly  after  request  by
Administrative  Agent  such  other information as may be reasonably requested by
Administrative  Agent to enable Administrative Agent and its counsel to evaluate
any  of  such  Proceedings;
(xi)     ERISA  Events:  promptly  upon  becoming  aware of the occurrence of or
         -------------
forthcoming  occurrence  of  any  ERISA  Event,  a written notice specifying the
nature  thereof,  what  action  Company, any of its Subsidiaries or any of their
respective  ERISA  Affiliates  has  taken,  is  taking  or proposes to take with
respect  thereto and, when known, any action taken or threatened by the Internal
Revenue  Service,  the  Department  of  Labor  or the PBGC with respect thereto;
(xii)     ERISA Notices:  with reasonable promptness, copies of (a) each
          -------------
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed
by Company, any of its Subsidiaries or any of their respective ERISA Affiliates
with the Internal Revenue Service with respect to each Pension Plan; (b) all
notices received by Company, any of its Subsidiaries or any of their respective
ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event;
and (c) copies of such other documents or governmental reports or filings
relating to any Employee Benefit Plan as Administrative Agent shall reasonably
request;
(xiii)     Financial Plans:  as soon as practicable and in any event no later
           ---------------
than 30 days following the beginning of each Fiscal Year, a consolidated plan
and financial forecast for such Fiscal Year and the next succeeding Fiscal Year
(the "Financial Plan" for such Fiscal Years), including (a) forecasted
consolidated and consolidating balance sheets and forecasted consolidated and
consolidating statements of income and cash flows of Company and its
Subsidiaries for each such Fiscal Year, (b) forecasted consolidated and
consolidating statements of income and cash flows of Company and its
Subsidiaries for each month of each such Fiscal Year, together with an
explanation of the assumptions on which such forecasts are based, and (c) such
other information and projections as any Lender may reasonably request;
(xiv)     Insurance:  as soon as practicable and in any event by the last day of
          ---------
each Fiscal Year, a report in form and substance satisfactory to Administrative
Agent outlining all material insurance coverage maintained as of the date of
such report by Company and its Restricted Subsidiaries and all material
insurance coverage planned to be maintained by Company and its Restricted
Subsidiaries in the immediately succeeding Fiscal Year;
(xv)     Board of Directors:  with reasonable promptness, written notice of any
         ------------------
change in the Board of Directors of Company;
(xvi)     New Subsidiaries:  promptly upon any Person becoming a Subsidiary of
          ----------------
Company, a written notice setting forth with respect to such Person (a) the date
on which such Person became a Subsidiary of Company and (b) all of the data
required to be set forth in Schedule 5.1 annexed hereto with respect to all
                            ------------
Subsidiaries of Company (it being understood that such written notice shall be
deemed to supplement Schedule 5.1 annexed hereto for all purposes of this
                     ------------
Agreement);
(xvii)     Material Contracts:  promptly, and in any event within ten Business
           ------------------
Days after any Material Contract of Company or any of its Restricted
Subsidiaries is terminated or amended in a manner that is materially adverse to
Company or such Restricted Subsidiary, as the case may be, or any new Material
Contract is entered into, a written statement describing such event with copies
of such material amendments or new contracts, and an explanation of any actions
being taken with respect thereto;
(xviii)     UCC Search Report:  as promptly as practicable (depending on the
            -----------------
jurisdiction) after the date of filing of any UCC financing statements executed
by any Loan Party pursuant to subsection 4.1J(iv) or 6.8A, copies of completed
UCC searches evidencing the proper filing, recording and indexing of all such
UCC financing statement and listing all other effective financing statements
that name such Loan Party as debtor, together with copies of all such other
financing statements not previously delivered to Administrative Agent by or on
behalf of Company or such Loan Party;
(xix)     Margin Determination Certificate:  (a) for the Fiscal Quarter ending
          --------------------------------
on or about July 31, 2000, within 30 days after such Fiscal Quarter ends and in
any event no later than September 1, 2000, (b) for each Fiscal Quarter
thereafter (other than each fourth Fiscal Quarter), as part of the Compliance
Certificate delivered pursuant to subdivision (iv) for such Fiscal Quarter, and
(c) for each fourth Fiscal Quarter ending after the Effective Date, within 50
days after such fourth Fiscal Quarter ends, a Margin Determination Certificate
demonstrating in reasonable detail the calculation of the Consolidated Total
Leverage Ratio for the four consecutive Fiscal Quarters ending on the day of the
accounting period covered by such financial statements;
(xx)     License Revocation:  promptly upon any officer of Company obtaining
         ------------------
knowledge of a License Revocation, written notice thereof together with such
other information as may be reasonably available to Company to enable Lenders
and their counsel to evaluate such License Revocation, and such other
information as may be reasonably requested by Administrative Agent;
(xxi)     Carryover Amount for Abandoned Projects:  in the event Company elects
          ---------------------------------------
to propose an increase of the Maximum Expansion Capital Expenditures Amount
pursuant to subsection 7.8(ii)(b), Company shall promptly deliver to
Administrative Agent the Officer's Certificate described in subsection
7.8(ii)(b) which certificate shall state that Company and its Affiliates have
ceased to pursue the applicable projects, demonstrate the calculation of the
increase to the Maximum Expansion Capital Expenditures Amount for the next
succeeding Fiscal Year, such calculation to be reasonably satisfactory to
Administrative Agent, and, subject to the proviso contained in subsection
7.8(ii)(b), request such increase be added to the Maximum Expansion Capital
Expenditures Amount for the next succeeding Fiscal Year;
(xxii)     Specified Projects Carryover Amount:  in the event Company elects to
           -----------------------------------
add any Specified Projects Carryover Amount (as defined in subsection
7.8(ii)(c)) to the Total Expansion CapEx Carryover Amount (as defined in
subsection 7.8(ii)(c)), promptly after full completion of any of the projects
described in subsection 7.8(i), the Officer's Certificate described in
subsection 7.8(ii)(c), which certificate shall state that the applicable
construction or expansion projects have been fully completed, demonstrate the
calculation of the Specified Projects Carryover Amount, such calculation to be
reasonably satisfactory to Administrative Agent, and, subject to the provisos
contained in subsection 7.8(ii)(c), request such Specified Projects Carryover
Amount be included in the Total Expansion CapEx Carryover Amount; and
(xxiii)     Other Information:  with reasonable promptness, such other
            -----------------
information and data with respect to Company or any of its Subsidiaries as from
time to time may be reasonably requested by any Lender.
6.2     Corporate Existence, etc.
        -------------------------
     Except as permitted under subsection 7.7, Company will, and will cause each
of  its Restricted Subsidiaries to, at all times preserve and keep in full force
and effect its corporate existence and all rights and franchises material to its
business;  provided,  however,  that  neither  Company nor any of its Restricted
           --------   -------
Subsidiaries  shall  be  required to preserve any such right or franchise if the
Board of Directors of Company or such Restricted Subsidiary shall determine that
the  preservation  thereof is no longer desirable in the conduct of the business
of  Company or such Restricted Subsidiary, as the case may be, and that the loss
thereof  is  not  disadvantageous  in  any  material  respect  to  Company, such
Restricted  Subsidiary  or  Lenders.
6.3     Payment of Taxes and Claims; Tax Consolidation.
        ----------------------------------------------
A.     Company  will, and will cause each of its Restricted Subsidiaries to, pay
all  taxes, assessments and other governmental charges imposed upon it or any of
its  properties  or  assets  or  in  respect of any of its income, businesses or
franchises  before any penalty accrues thereon, and all claims (including claims
for  labor,  services, materials and supplies) for sums that have become due and
payable  and that by law have or may become a Lien upon any of its properties or
assets,  prior  to  the  time  when  any  penalty or fine shall be incurred with
respect  thereto;  provided  that  no such charge or claim need be paid if it is
                   --------
being contested in good faith by appropriate proceedings promptly instituted and
     diligently  conducted,  so  long  as  (1) such reserve or other appropriate
provision,  if any, as shall be required in conformity with GAAP shall have been
made therefor and (2) in the case of a charge or claim which has or may become a
Lien  against  any  of  the  Collateral,  such  contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge
or  claim.
B.     Company will not, nor will it permit any of its Subsidiaries to, file or
consent to the filing of any consolidated income tax return with any Person
(other than Company or any of its Subsidiaries).
6.4     Maintenance of Properties; Insurance.
        ------------------------------------
A.     Maintenance  of  Properties.  Company  will,  and  will cause each of its
Restricted  Subsidiaries  to, maintain or cause to be maintained in good repair,
working  order  and  condition,  ordinary  wear  and tear excepted, all material
properties (including, without limitation, all Gaming Facilities) used or useful
     in  the  business of Company and its Restricted Subsidiaries (including all
Intellectual  Property)  and from time to time will make or cause to be made all
appropriate  repairs,  renewals  and  replacements  thereof.
B.     Insurance.  Company will maintain or cause to be maintained, with
financially sound and reputable insurers, such public liability insurance, third
party property damage insurance, business interruption insurance and casualty
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Company and its Restricted Subsidiaries as
may customarily be carried or maintained under similar circumstances by
corporations of established reputation engaged in similar businesses, in each
case in such amounts (giving effect to self-insurance), with such deductibles,
covering such risks and otherwise on such terms and conditions as shall be
customary for corporations similarly situated in the industry.  Without limiting
the generality of the foregoing, Company will maintain or cause to be maintained
(i) flood insurance with respect to each Flood Hazard Property that is located
in a community that participates in the National Flood Insurance Program, in
each case in compliance with any applicable regulations of the Board of
Governors of the Federal Reserve System, and (ii) replacement value casualty
insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts, with such deductibles, and covering such
risks as are at all times satisfactory to Administrative Agent in its
commercially reasonable judgment. Each such policy of insurance shall (a) name
Administrative Agent for the benefit of Lenders as an additional insured
thereunder as its interests may appear and (b) in the case of each business
interruption and casualty insurance policy, contain a loss payable clause or
endorsement, satisfactory in form and substance to Administrative Agent, that
names Administrative Agent for the benefit of Lenders as the loss payee
thereunder for any covered loss in excess of $10,000,000 and provides for at
least 30 days prior written notice to Administrative Agent of any modification
or cancellation of such policy.
6.5     Inspection Rights.
        -----------------
     Company  shall,  and  shall  cause  each of its Restricted Subsidiaries to,
permit  any  authorized  representatives  designated  by any Lender to visit and
inspect  any  of  the  properties  of  Company  or  of  any  of  its  Restricted
Subsidiaries,  to  inspect,  copy and take extracts from its and their financial
and  accounting  records,  and  to  discuss  its and their affairs, finances and
accounts  with  its  and  their  officers  and  independent  public  accountants
(provided  that  Company  may, if it so chooses, be present at or participate in
        -
any  such  discussion),  all upon reasonable notice and at such reasonable times
during  normal  business  hours  and  as  often  as may reasonably be requested.
6.6     Compliance with Laws, etc.; Maintenance of Gaming and Liquor Licenses.
        ---------------------------------------------------------------------
A.     Compliance  with Laws.  Company shall comply, and shall cause each of its
Subsidiaries  to  comply,  with  the requirements of all applicable laws, rules,
regulations  and  orders  of  any  governmental  authority  or  Gaming Authority
(including  all  Environmental  Laws  and Gaming Laws), noncompliance with which
could  reasonably  be  expected  to  have,  individually  or in the aggregate, a
Material  Adverse  Effect.
B.     Maintenance of Licenses.  Company shall, and shall cause each of its
Restricted Subsidiaries to, maintain (i) such valid Gaming Authorizations,
gaming licenses, registrations and findings of suitability in all jurisdictions
as may be necessary to operate each of its Gaming Facility businesses and (ii)
all liquor licenses and registrations as may be necessary to sell alcoholic
beverages from and in its Gaming Facilities.
6.7     Environmental Review and Investigation, Disclosure, Etc.; Company's
        -------------------------------------------------------------------
Actions Regarding Hazardous Materials Activities, Environmental Claims and
    ----------------------------------------------------------------------
Violations of Environmental Laws.
    ----------------------------
A.     Environmental  Review  and  Investigation.  Company  agrees  that
Administrative  Agent  may,  from time to time and in its reasonable discretion,
(i)  retain,  at  Company's  expense,  an independent professional consultant to
review  any  environmental audits, investigations, analyses and reports relating
to  Hazardous  Materials  prepared  by  or for Company, and (ii) conduct its own
investigation  of  any  Facility;  provided that, in the case of any Facility no
                                   --------
longer  owned,  leased,  operated or used by Company or any of its Subsidiaries,
Company  shall  only  be obligated to use all commercially reasonable efforts to
obtain  permission for Administrative Agent's professional consultant to conduct
an  investigation  of  such  Facility.  For purposes of conducting such a review
and/or  investigation,  Company  hereby  grants  to Administrative Agent and its
agents,  employees,  consultants and contractors the right to enter into or onto
any  Facilities  currently  owned, leased, operated or used by Company or any of
its  Subsidiaries  and  to perform such tests on such property (including taking
samples of soil, groundwater and suspected asbestos-containing materials) as are
     reasonably  necessary  in  connection  therewith.  Any  such  review and/or
investigation  of any Facility shall be conducted, unless otherwise agreed to by
Company  and Administrative Agent, upon reasonable notice during normal business
hours and, to the extent reasonably practicable, shall be conducted so as not to
interfere with the ongoing operations at such Facility or to cause any damage or
loss  to any property at such Facility.  Company and Administrative Agent hereby
acknowledge  and  agree  that  any  report of any investigation conducted at the
request  of  Administrative  Agent  pursuant  to  this  subsection  6.7A will be
obtained  and shall be used by Administrative Agent and Lenders for the purposes
of  Lenders'  internal  credit decisions, to monitor and police the Loans and to
protect  Lenders'  security  interests,  if  any, created by the Loan Documents.
Administrative Agent agrees to deliver a copy of any such report to Company with
the  understanding  that  Company  acknowledges  and  agrees  that  (x)  it will
indemnify and hold harmless Administrative Agent and each Lender from any costs,
losses  or  liabilities relating to Company's use of or reliance on such report,
(y)  neither  Administrative  Agent  nor  any Lender makes any representation or
warranty  with  respect  to  such  report,  and (z) by delivering such report to
Company,  neither  Administrative  Agent  nor  any  Lender  is  requiring  or
recommending  the implementation of any suggestions or recommendations contained
in  such  report.
B.     Environmental Disclosure.  Company will deliver to Administrative Agent
and Lenders:
(i)     Environmental  Audits  and  Reports.  As  soon  as practicable following
        -----------------------------------
receipt  thereof,  copies  of all environmental audits, investigations, analyses
and  reports  of any kind or character, whether prepared by personnel of Company
or  any  of  its  Subsidiaries  or  by  independent  consultants,  governmental
authorities  or  any  other  Persons,  with respect to significant environmental
matters  at  any  Facility  which,  individually  or  in  the  aggregate,  could
reasonably  be expected to have a Material Adverse Effect or with respect to any
Environmental  Claims  which, individually or in the aggregate, could reasonably
be  expected  to  have  a  Material  Adverse  Effect;
(ii)     Notice of Certain Releases, Remedial Actions, Etc.  Promptly upon the
         --------------------------------------------------
occurrence thereof, written notice describing in reasonable detail (a) any
Release required to be reported to any federal, state or local governmental or
regulatory agency under any applicable Environmental Laws, and (b) any remedial
action taken by Company or any other Person in response to (1) any Hazardous
Materials Activities the existence of which has a reasonable possibility of
resulting in one or more Environmental Claims having, individually or in the
aggregate, a Material Adverse Effect, or (2) any Environmental Claims that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.
(iii)     Written Communications Regarding Environmental Claims, Releases, Etc.
          ---------------------------------------------------------------------
As soon as practicable following the sending or receipt thereof by Company or
any of its Subsidiaries, a copy of any and all written communications with
respect to (a) any Environmental Claims that, individually or in the aggregate,
have a reasonable possibility of giving rise to a Material Adverse Effect, (b)
any Release required to be reported to any federal, state or local governmental
or regulatory agency, and (c) any request for information from any governmental
agency that suggests such agency is investigating whether Company or any of its
Subsidiaries may be potentially responsible for any Hazardous Materials
Activity.
(iv)     Notice of Certain Proposed Actions Having Environmental Impact.  Prompt
         --------------------------------------------------------------
written notice describing in reasonable detail (a) any proposed acquisition of
stock, assets, or property by Company or any of its Subsidiaries that could
reasonably be expected to (1) expose Company or any of its Subsidiaries to, or
result in, Environmental Claims that could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect or (2) affect the
ability of Company or any of its Subsidiaries to maintain in full force and
effect all material Governmental Authorizations required under any Environmental
Laws for their respective operations and (b) any proposed action to be taken by
Company or any of its Subsidiaries to commence manufacturing or other industrial
operations or to modify current operations in a manner that could reasonably be
expected to subject Company or any of its Subsidiaries to any material
additional obligations or requirements under any Environmental Laws that could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
(v)     Other Information.  With reasonable promptness, such other documents and
        -----------------
information as from time to time may be reasonably requested by Administrative
Agent in relation to any matters disclosed pursuant to this subsection 6.7.
C.     Company's Actions Regarding Hazardous Materials Activities, Environmental
     Claims and Violations of Environmental Laws.
(i)     Remedial  Actions  Relating  to Hazardous Materials Activities.  Company
        --------------------------------------------------------------
shall  promptly  undertake, and shall cause each of its Subsidiaries promptly to
undertake,  any  and  all investigations, studies, sampling, testing, abatement,
cleanup,  removal,  remediation  or  other response actions necessary to remove,
remediate, clean up or abate any Hazardous Materials Activity on, under or about
     any  Facility  that  is  in  violation  of  any  Environmental Laws or that
presents a material risk of giving rise to an Environmental Claim.  In the event
Company  or  any  of its Subsidiaries undertakes any such action with respect to
any  Hazardous  Materials, Company or such Subsidiary shall conduct and complete
such  action  in  compliance  with  all  applicable  Environmental  Laws  and in
accordance  with  the  policies, orders and directives of all federal, state and
local  governmental  authorities  except  when,  and  only  to  the extent that,
Company's  or  such  Subsidiary's  liability  with  respect  to  such  Hazardous
Materials  Activity  is  being  contested  in  good  faith  by  Company  or such
Subsidiary.
(ii)     Actions with Respect to Environmental Claims and Violations of
         --------------------------------------------------------------
Environmental Laws.  Company shall promptly take, and shall cause each of its
        ----------
Subsidiaries promptly to take, any and all actions necessary to (1) cure any
material violation of applicable Environmental Laws by Company or its
Subsidiaries that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect and (2) make an appropriate response to any
Environmental Claim against Company or any of its Subsidiaries and discharge any
obligations it may have to any Person thereunder where failure to do so could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
6.8     Execution of Subsidiary Guaranty and Personal Property Collateral
        -----------------------------------------------------------------
Documents by Certain Subsidiaries and Future Subsidiaries.
      ---------------------------------------------------
A.     Execution  of  Subsidiary  Guaranty  and  Personal  Property  Collateral
Documents.  In  the event that any Subsidiary of Company existing on the Closing
Date  that has not previously executed the Subsidiary Guaranty hereafter becomes
a  domestic  Restricted  Subsidiary,  or  in the event that any Person becomes a
domestic  Restricted Subsidiary after the date hereof, Company will (i) promptly
notify Administrative Agent of that fact, (ii) execute, or cause the appropriate
     Restricted  Subsidiary  to  execute,  a Pledge Amendment (as defined in the
Company  Pledge  Amendment  and  Subsidiary  Pledge Amendment), (iii) cause such
Restricted  Subsidiary  to  execute  and  deliver  to  Administrative  Agent  a
counterpart  of  the Subsidiary Guaranty and a Subsidiary Pledge Agreement and a
Subsidiary  Security  Agreement  and  (iv)  to take all such further actions and
execute all such further documents and instruments (including actions, documents
and  instruments  comparable  to  those  described in subsection 4.1J) as may be
necessary  or,  in  the  opinion of Administrative Agent, desirable to create in
favor of Administrative Agent, for the benefit of Lenders, a valid and perfected
First  Priority  Lien  on  all of the personal and mixed property assets of such
Restricted Subsidiary described in the applicable forms of Collateral Documents.
B.     Subsidiary Charter Documents, Legal Opinions, Etc.  Company shall deliver
to Administrative Agent, together with such Loan Documents, (i) certified copies
of such Restricted Subsidiary's Certificate or Articles of Incorporation or
equivalent charter or formation documents, together with a good standing
certificate from the Secretary of State of the jurisdiction of its incorporation
and each other state in which such Person is qualified as a foreign corporation
to do business and, to the extent generally available, a certificate or other
evidence of good standing as to payment of any applicable franchise or similar
taxes from the appropriate taxing authority of each of such jurisdictions, each
to be dated a recent date prior to their delivery to Administrative Agent, (ii)
a copy of such Restricted Subsidiary's Bylaws, if any, certified by its
corporate secretary or an assistant secretary as of a recent date prior to their
delivery to Administrative Agent, (iii) a certificate executed by the secretary
or an assistant secretary of such Restricted Subsidiary as to (a) the fact that
the attached resolutions of the Board of Directors of such Restricted Subsidiary
approving and authorizing the execution, delivery and performance of such Loan
Documents are in full force and effect and have not been modified or amended and
(b) the incumbency and signatures of the officers of such Restricted Subsidiary
executing such Loan Documents, and (iv) a favorable opinion of counsel to such
Restricted Subsidiary, in form and substance satisfactory to Administrative
Agent and its counsel, as to (a) the due organization and good standing of such
Restricted Subsidiary, (b) the due authorization, execution and delivery by such
Restricted Subsidiary of such Loan Documents, (c) the enforceability of such
Loan Documents against such Restricted Subsidiary, (d) such other matters
(including matters relating to the creation and perfection of Liens in any
Collateral pursuant to such Loan Documents) as Administrative Agent may
reasonably request, all of the foregoing to be satisfactory in form and
substance to Administrative Agent and its counsel.
6.9     Conforming Leasehold Interests; Matters Relating to Additional Real
        -------------------------------------------------------------------
Property Collateral; Additional Ship Mortgages.
    ------------------------------------------
A.     Conforming  Leasehold  Interests.  If  Company  or  any of its Restricted
Subsidiaries  acquires  any Material Leasehold Property, Company shall, or shall
cause such Restricted Subsidiary to, use commercially reasonable good faith best
     efforts  (without  requiring  Company  or  such  Restricted  Subsidiary  to
relinquish  any  material  rights or incur any material obligations or to expend
more  than  a  nominal  amount  of  money  over  and above the reimbursement, if
required,  of  the  landlord's out-of-pocket costs, including attorneys fees) to
cause  such  Material  Leasehold Property to be a Conforming Leasehold Interest.
B.     Additional Mortgages, Etc.  From and after the Effective Date, in the
event that (i) Company or any Subsidiary Guarantor acquires any fee interest in
real property or any Material Leasehold Property, or (ii) at the time any Person
becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in
real property or any Material Leasehold Property, in either case excluding any
such Real Property Asset the encumbrancing of which requires the consent of any
applicable lessor or (in the case of clause (ii) above) then-existing senior
lienholder, where Company and its Subsidiaries are unable to obtain such
lessor's or senior lienholder's consent (any such non-excluded Real Property
Asset described in the foregoing clause (i) or (ii) being an "Additional
Mortgaged Property"), Company or such Subsidiary Guarantor shall deliver to
Administrative Agent, as soon as practicable after such Person acquires such
Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may
be, the following:
(i)     Additional  Mortgage.  A  fully  executed  and  notarized  Mortgage  (an
        --------------------
"Additional  Mortgage"),  in proper form for recording in all appropriate places
in  all applicable jurisdictions, encumbering the interest of such Loan Party in
such  Additional  Mortgaged  Property;
(ii)     Opinions of Counsel.  (a)  A favorable opinion of counsel to such Loan
         -------------------
Party, in form and substance satisfactory to Administrative Agent and its
counsel, as to the due authorization, execution and delivery by such Loan Party
of such Additional Mortgage and such other matters as Administrative Agent may
reasonably request, and (b) if required by Administrative Agent, an opinion of
counsel (which counsel shall be reasonably satisfactory to Administrative Agent)
in the state in which such Additional Mortgaged Property is located with respect
to the enforceability of the form of Additional Mortgage to be recorded in such
state and such other matters (including any matters governed by the laws of such
state regarding personal property security interests in respect of any
Collateral) as Administrative Agent may reasonably request, in each case in form
and substance reasonably satisfactory to Administrative Agent;
(iii)     Landlord Consent and Estoppel; Recorded Leasehold Interest.  In the
          ----------------------------------------------------------
case of an Additional Mortgaged Property consisting of a Material Leasehold
Property, (a) a Landlord Consent and Estoppel, unless otherwise waived by
Administrative Agent in its reasonable discretion, such waiver not to be
unreasonably withheld, and (b) evidence that such Material Leasehold Property is
a Recorded Leasehold Interest;
(iv)     Title Insurance.  (a) If required by Administrative Agent, an ALTA
         ---------------
mortgagee title insurance policy or an unconditional commitment therefor (an
"Additional Mortgage Policy") issued by the Title Company with respect to such
Additional Mortgaged Property, in an amount satisfactory to Administrative
Agent, insuring fee simple title to, or a valid leasehold interest in, such
Additional Mortgaged Property vested in such Loan Party and assuring
Administrative Agent that such Additional Mortgage creates a valid and
enforceable First Priority mortgage Lien on such Additional Mortgaged Property,
subject only to a standard survey exception, which Additional Mortgage Policy
(1) shall include an endorsement for mechanics' liens, for future advances under
this Agreement and for any other matters reasonably requested by Administrative
Agent and (2) shall provide for affirmative insurance and such reinsurance as
Administrative Agent may reasonably request, all of the foregoing in form and
substance reasonably satisfactory to Administrative Agent; and (b) evidence
satisfactory to Administrative Agent that such Loan Party has (i) delivered to
the Title Company all certificates and affidavits required by the Title Company
in connection with the issuance of the Additional Mortgage Policy and (ii) paid
to the Title Company or to the appropriate governmental authorities all expenses
and premiums of the Title Company in connection with the issuance of the
Additional Mortgage Policy and all recording and stamp taxes (including mortgage
recording and intangible taxes) payable in connection with recording the
Additional Mortgage in the appropriate real estate records;
(v)     Title Report.  If no Additional Mortgage Policy is required with respect
        ------------
to such Additional Mortgaged Property, a title report issued by the Title
Company with respect thereto, dated not more than 30 days prior to the date such
Additional Mortgage is to be recorded and satisfactory in form and substance to
Administrative Agent;
(vi)     Copies of Documents Relating to Title Exceptions.  Copies of all
         ------------------------------------------------
recorded documents listed as exceptions to title or otherwise referred to in the
Additional Mortgage Policy or title report delivered pursuant to clause (iv) or
(v) above;
(vii)     Matters Relating to Flood Hazard Properties.  (a) Evidence, which may
          -------------------------------------------
be in the form of a letter from an insurance broker or a municipal engineer, as
to (1) whether such Additional Mortgaged Property is a Flood Hazard Property and
(2) if so, whether the community in which such Flood Hazard Property is located
is participating in the National Flood Insurance Program, (b) if such Additional
Mortgaged Property is a Flood Hazard Property, such Loan Party's written
acknowledgement of receipt of written notification from Administrative Agent (1)
that such Additional Mortgaged Property is a Flood Hazard Property and (2) as to
whether the community in which such Flood Hazard Property is located is
participating in the National Flood Insurance Program, and (c) in the event such
Additional Mortgaged Property is a Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, evidence
that Company has obtained flood insurance in respect of such Flood Hazard
Property to the extent required under the applicable regulations of the Board of
Governors of the Federal Reserve System; and
(viii)     Environmental Audit.  If required by Administrative Agent, reports
           -------------------
and other information, in form, scope and substance reasonably satisfactory to
Administrative Agent and prepared by environmental consultants reasonably
satisfactory to Administrative Agent, concerning any environmental hazards or
liabilities to which Company or any of its Subsidiaries may be subject with
respect to such Additional Mortgaged Property.
C.     Additional  Ship  Mortgages,  Etc.  From and after the Effective Date, in
the  event  that Company or any Subsidiary Guarantor acquires any ship, barge or
other  vessel as part of a Gaming Facility, Company or such Subsidiary Guarantor
shall  deliver to Administrative Agent, as soon as practicable after such Person
acquires such additional ship, barge or other vessel, either (x) a Ship Mortgage
     with  respect  to  such  acquired  ship,  barge  or  other vessel or (y) an
assignment  of  an existing Ship Mortgage, in form and substance satisfactory to
Administrative  Agent,  and  such  other  approvals,  opinions  or  documents in
connection  with  the  foregoing as Administrative Agent may reasonably request.
Section 7.     COMPANY'S NEGATIVE COVENANTS
     Company  covenants  and  agrees  that,  so  long  as any of the Commitments
hereunder  shall  remain in effect and until payment in full of all of the Loans
and  other  Obligations  and  the  cancellation  or expiration of all Letters of
Credit,  unless  Requisite  Lenders  shall otherwise give prior written consent,
Company  shall  perform,  and shall cause each of its Restricted Subsidiaries to
perform,  all  covenants  in  this  Section  7.
7.1     Indebtedness.
        ------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly  or  indirectly,  create,  incur, assume or guaranty, or otherwise
become  or  remain  directly  or  indirectly  liable  with  respect  to,  any
Indebtedness,  except:
(i)     Company  may  become  and remain liable with respect to the Obligations;
(ii)     Company and its Restricted Subsidiaries may become and remain liable
with respect to Contingent Obligations permitted by subsection 7.4 and, upon any
matured obligations actually arising pursuant thereto, the Indebtedness
corresponding to the Contingent Obligations so extinguished;
(iii)     Company may become and remain liable with respect to Indebtedness to
any of its wholly-owned domestic Restricted Subsidiaries, and any wholly-owned
domestic Restricted Subsidiary of Company may become and remain liable with
respect to Indebtedness to Company or any other wholly-owned domestic Restricted
Subsidiary of Company; provided that (a) all such intercompany Indebtedness
                       --------
shall be evidenced by promissory notes, (b) all such intercompany Indebtedness
owed by Company to any of its domestic Restricted Subsidiaries shall be
subordinated in right of payment to the payment in full of the Obligations
pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement, and (c) any payment by any domestic Restricted
Subsidiary of Company under any guaranty of the Obligations shall result in a
pro tanto reduction of the amount of any intercompany Indebtedness owed by such
  - -----
domestic Restricted Subsidiary to Company or to any of its domestic Restricted
Subsidiaries for whose benefit such payment is made;
(iv)     Company and its Restricted Subsidiaries, as applicable, may remain
liable with respect to Indebtedness described in Schedule 7.1 annexed hereto;
                                                 ------------
(v)     Company and its Restricted Subsidiaries may become and remain liable
with respect to unsecured lines of credit with local financial institutions in
an aggregate principal amount not to exceed $15,000,000;
(vi)     Company may remain liable with respect to Indebtedness evidenced by the
Subordinated Notes in an aggregate principal amount not to exceed $390,000,000;
(vii)     Company may become and remain liable with respect to other unsecured
Subordinated Indebtedness in an aggregate principal amount not to exceed
$200,000,000; provided that after giving effect to the incurrence of such
              --------
Subordinated Indebtedness and the application of the proceeds thereof, Company
is in pro forma compliance with subsection 7.6 and no Potential Event of Default
or Event of Default has occurred and is continuing or would arise as a result of
the incurrence of such Subordinated Indebtedness;
(viii)     Company and its Restricted Subsidiaries may become and remain liable
with respect to Indebtedness incurred to refinance the then outstanding
aggregate principal amount of any Indebtedness permitted under this subsection
7.1; provided that such refinancing Indebtedness (a) shall be in an aggregate
     --------
principal amount not to exceed the then outstanding aggregate principal amount
of such Indebtedness to be so refinanced plus the amount of accrued and unpaid
interest thereon (provided, however, that with respect to Indebtedness incurred
                  --------  -------
to refinance the then outstanding aggregate principal amount of Indebtedness
permitted under subsections 7.1(vi) or 7.1(vii), the aggregate principal amount
of such refinancing Indebtedness shall be in an amount equal to the then
outstanding aggregate principal amount of such Indebtedness to be so refinanced
plus the amount of accrued and unpaid interest thereon); (b) shall have a
maturity no earlier and an average life no shorter than the Indebtedness being
so refinanced; and (c) shall contain terms and conditions no less favorable to
Company and Lenders and such other terms and conditions as are satisfactory to
Administrative Agent; provided further that to the extent that any Indebtedness
                      -------- -------
permitted under subsection 7.1 is refinanced pursuant to this subsection
7.1(viii), then the maximum aggregate principal amount of such Indebtedness
permitted to be incurred pursuant to the applicable provision of subsection 7.1
shall be reduced by an amount equal to the aggregate principal amount of such
permitted refinancing and its Restricted Subsidiaries may become and remain
liable with respect to Indebtedness; and
(ix)     Company and its Restricted Subsidiaries may become and remain liable
with respect to Capital Leases, other Indebtedness and other Contingent
Obligations permitted under subsection 7.4(x) in an aggregate principal amount
not to exceed $40,000,000 at any time outstanding; provided that the aggregate
                                                   --------
amount of all such Capital Leases, other Indebtedness and/or other Contingent
Obligations secured by Liens shall not exceed $30,000,000 at any time
outstanding.
7.2     Liens and Related Matters.
        -------------------------
A.     Prohibition on Liens.  Company shall not, and shall not permit any of its
     Restricted  Subsidiaries  to, directly or indirectly, create, incur, assume
or  permit  to exist any Lien on or with respect to any property or asset of any
kind  (including  any  document  or  instrument  in respect of goods or accounts
receivable)  of Company or any of its Restricted Subsidiaries, whether now owned
or hereafter acquired, or any income or profits therefrom, or file or permit the
filing  of,  or  permit  to  remain  in effect, any financing statement or other
similar  notice  of any Lien with respect to any such property, asset, income or
profits  under  the  Uniform  Commercial  Code of any state or under any similar
recording  or  notice  statute,  except:
(i)     Permitted  Encumbrances;
(ii)     Liens granted pursuant to the Collateral Documents;
(iii)     Liens constituting a second Ship Mortgage granted in connection with
the financing of equipment or other appurtenances on the ship, barge or other
vessel so secured by such second Ship Mortgage; provided that prior to granting
                                                --------
such second Ship Mortgage, the Person to which is granted such Lien shall have
entered into an intercreditor agreement with Administrative Agent and Lenders
and executed and delivered such other related agreements and instruments as
reasonably requested by Administrative Agent in connection with such
intercreditor agreement, in each case in form and substance satisfactory to
Administrative Agent;
(iv)     Liens described in Schedule 7.2 annexed hereto; and
                            ------------
(v)     Liens securing Capital Leases, other Indebtedness and other Contingent
Obligations permitted under subsections 7.1(ix) and 7.4(x).
B.     Equitable  Lien in Favor of Lenders.  If Company or any of its Restricted
Subsidiaries  shall  create  or  assume  any  Lien upon any of its properties or
assets,  whether  now  owned or hereafter acquired, other than Liens excepted by
the  provisions  of subsection 7.2A, it shall make or cause to be made effective
provision  whereby  the  Obligations  will  be  secured by such Lien equally and
ratably  with any and all other Indebtedness secured thereby as long as any such
Indebtedness  shall be so secured; provided that, notwithstanding the foregoing,
                                   --------
this  covenant  shall  not be construed as a consent by Requisite Lenders to the
creation  or  assumption  of  any  such  Lien not permitted by the provisions of
subsection  7.2A.
C.     No Further Negative Pledges.  Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale, neither Company nor any
of its Restricted Subsidiaries shall enter into any agreement (other than the
Subordinated Note Indenture or any other agreement evidencing Subordinated
Indebtedness and containing similar terms to the Subordinated Note Indenture or
prohibiting only the creation of Liens securing such Subordinated Indebtedness)
prohibiting the creation or assumption of any Lien upon any of its properties or
assets, whether now owned or hereafter acquired.
D.     No Restrictions on Subsidiary Distributions to Company or Other
Subsidiaries.  Except as provided herein or in the Subordinated Note Indenture
or in any other agreement evidencing Subordinated Indebtedness and containing
similar terms to the Subordinated Note Indenture, Company will not, and will not
permit any of its Restricted Subsidiaries to, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any such Restricted Subsidiary to (i) pay dividends
or make any other distributions on any of such Restricted Subsidiary's capital
stock owned by Company or any other Restricted Subsidiary of Company, (ii) repay
or prepay any Indebtedness owed by such Restricted Subsidiary to Company or any
other Restricted Subsidiary of Company, (iii) make loans or advances to Company
or any other Restricted Subsidiary of Company, or (iv) otherwise transfer any of
its property or assets to Company or any other Restricted Subsidiary of Company.
7.3     Investments; Joint Ventures.
        ---------------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly or indirectly, make or own any Investment in any Person, including
any  Joint  Venture,  except:
(i)     Company  and its Restricted Subsidiaries may make and own Investments in
Cash  Equivalents;
(ii)     Company and its Restricted Subsidiaries may continue to own the
Investments owned by them as of the Effective Date in any Subsidiaries of
Company;
(iii)     Company and its Restricted Subsidiaries may make intercompany loans to
the extent permitted under subsection 7.1(iii);
(iv)     Company and its Restricted Subsidiaries may make Consolidated Capital
Expenditures permitted by subsection 7.8;
(v)     Company and its Restricted Subsidiaries may continue to own the
Investments owned by them and described in Schedule 7.3 annexed hereto;
                                           ------------
(vi)     Company and its Restricted Subsidiaries may continue to own the
Investments owned by them as of the Closing Date in ICBH, and may make
additional Investments in ICBH of up to $17,000,000 in the aggregate; and
(vii)     Company and its Restricted Subsidiaries may make and own other
Investments (including, without limitation, Investments in Unrestricted
Subsidiaries) in an aggregate amount outstanding not to exceed $25,000,000.
7.4     Contingent Obligations.
        ----------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly  or  indirectly, create or become or remain liable with respect to
any  Contingent  Obligation,  except:
(i)     Restricted  Subsidiaries  of  Company  may become and remain liable with
respect  to  Contingent  Obligations  in  respect  of  the  Subsidiary Guaranty;
(ii)     Company may become and remain liable with respect to Contingent
Obligations in respect of Letters of Credit;
(iii)     Company may become and remain liable with respect to Contingent
Obligations under Interest Rate Agreements constituting Hedge Agreements,
entered into with Lenders for bona fide hedging purposes and not for speculative
purposes with respect to Indebtedness in an aggregate notional principal amount
not to exceed at any time $300,000,000;
(iv)     Company and its Restricted Subsidiaries may become and remain liable
with respect to Contingent Obligations in respect of customary indemnification
and purchase price adjustment obligations incurred in connection with Asset
Sales or other sales of assets;
(v)     Company and its Restricted Subsidiaries may become and remain liable
with respect to Contingent Obligations in respect of any Indebtedness of Company
or any of its Restricted Subsidiaries permitted by subsection 7.1;
(vi)     Company and its Restricted Subsidiaries, as applicable, may remain
liable with respect to Contingent Obligations described in Schedule 7.4 annexed
                                                           ------------
hereto;
(vii)     Company and its Restricted Subsidiaries may become and remain liable
with respect to guaranties of the Indebtedness in respect of the unsecured lines
of credit permitted under subsection 7.1(v);
(viii)     Restricted Subsidiaries may become and remain liable with respect to
Contingent Obligations arising under their subordinated guaranties of the
Subordinated Notes as set forth in the Subordinated Note Indenture;
(ix)     Restricted Subsidiaries may become and remain liable with respect to
Contingent Obligations arising under any subordinated guaranties in respect of
any other Subordinated Indebtedness permitted by subsections 7.1(vi) or (vii);
and
(x)     Company and its Restricted Subsidiaries may become and remain liable
with respect to other Contingent Obligations, Capital Leases permitted under
subsection 7.1(ix), and other Indebtedness permitted under subsection 7.1(ix) in
an aggregate principal amount not to exceed $40,000,000 at any time outstanding;
provided that the aggregate amount of all such Capital Leases, other
--------
Indebtedness and other Contingent Obligations secured by Liens shall not exceed
--------
$30,000,000 at any time outstanding.
7.5     Restricted Junior Payments.
        --------------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly  or indirectly, declare, order, pay, make or set apart any sum for
any  Restricted  Junior  Payment;  provided  that (i) Company may make regularly
                                   --------
scheduled  payments  of  interest  in  respect  of  the  Subordinated  Notes, in
accordance  with  the terms of and to the extent required by, and subject to the
subordination  provisions  contained  in,  the Subordinated Note Indenture; (ii)
Company  may  make  regularly  scheduled  payments of interest in respect of any
other Subordinated Indebtedness in accordance with the terms of, and only to the
extent  required  by,  and subject to the subordination provisions contained in,
the  indenture  or  other  agreement  pursuant  to  which  such  Subordinated
Indebtedness  was  issued,  as  such indenture or other agreement may be amended
from  time  to  time  to  the extent permitted under subsection 7.15B; and (iii)
Company  may  make  a  "Change of Control Offer" (as defined in the Subordinated
Note  Indenture) with respect to the Subordinated Notes; provided, however, that
                                                         --------  -------
prior to making any such "Change of Control Offer", either (x) Company shall (1)
repay  in  full  all  Obligations  (including,  without  limitation,  any unpaid
principal,  interest,  fees,  costs  and  expenses  owed  by  Company under this
Agreement  or any other Loan Document) and terminate all outstanding Commitments
under  this  Agreement or (2) offer to repay in full all Obligations (including,
without  limitation,  any  unpaid  principal, interest, fees, costs and expenses
owed  by  Company under this Agreement or any other Loan Document) and terminate
all  outstanding  Commitments under this Agreement and to repay such Obligations
owed  to  each Lender which has accepted such offer, or (y) Administrative Agent
and  Requisite  Lenders  shall  otherwise approve such "Change of Control Offer"
with  respect  to  the  Subordinated  Notes.
7.6     Financial Covenants.
        -------------------
A.     Maximum  Consolidated Total Leverage Ratio.  Company shall not permit the
Consolidated  Total  Leverage  Ratio  as  of  the last day of any Fiscal Quarter
ending during any of the periods set forth below to exceed the correlative ratio
     indicated:
                 Period     Maximum Consolidated Total Leverage Ratio
                  4th Fiscal Quarter, Fiscal Year 2000     4.75:1.00
                  1st Fiscal Quarter, Fiscal Year 2001     5.00:1.00
                  2nd Fiscal Quarter, Fiscal Year 2001     5.20:1.00
                  3rd Fiscal Quarter, Fiscal Year 2001     5.20:1.00
     4th Fiscal Quarter, Fiscal Year 2001     5.20:1.00
                  1st Fiscal Quarter, Fiscal Year 2002     5.20:1.00
                  2nd Fiscal Quarter, Fiscal Year 2002     5.00:1.00
                  3rd Fiscal Quarter, Fiscal Year 2002     4.75:1.00
     4th Fiscal Quarter, Fiscal Year 2002     4.50:1.00
                  1st Fiscal Quarter, Fiscal Year 2003     4.50:1.00
                  2nd Fiscal Quarter, Fiscal Year 2003     4.25:1.00
                  3rd Fiscal Quarter, Fiscal Year 2003     4.25:1.00
     4th Fiscal Quarter, Fiscal Year 2003     4.00:1.00
                  1st Fiscal Quarter, Fiscal Year 2004     4.00:1.00
                  2nd Fiscal Quarter, Fiscal Year 2004     4.00:1.00
                  3rd Fiscal Quarter, Fiscal Year 2004     4.00:1.00
                         4th Fiscal Quarter, Fiscal Year 2004
        and each Fiscal Quarter thereafter     3.75:1.00

B.     Maximum Consolidated Senior Leverage Ratio.  Company shall not permit the
     Consolidated Senior Leverage Ratio as of the last day of any Fiscal Quarter
ending during any of the periods set forth below to exceed the correlative ratio
indicated:
                Period     Maximum Consolidated Senior Leverage Ratio
                  4th Fiscal Quarter, Fiscal Year 2000     3.00:1.00
                  1st Fiscal Quarter, Fiscal Year 2001     3.00:1.00
                  2nd Fiscal Quarter, Fiscal Year 2001     3.10:1.00
                  3rd Fiscal Quarter, Fiscal Year 2001     3.10:1.00
     4th Fiscal Quarter, Fiscal Year 2001     3.10:1.00
                  1st Fiscal Quarter, Fiscal Year 2002     3.00:1.00
                  2nd Fiscal Quarter, Fiscal Year 2002     3.00:1.00
                  3rd Fiscal Quarter, Fiscal Year 2002     2.75:1.00
     4th Fiscal Quarter, Fiscal Year 2002     2.50:1.00
                  1st Fiscal Quarter, Fiscal Year 2003     2.50:1.00
                  2nd Fiscal Quarter, Fiscal Year 2003     2.50:1.00
                  3rd Fiscal Quarter, Fiscal Year 2003     2.50:1.00
                         4th Fiscal Quarter, Fiscal Year 2003
        and each Fiscal Quarter thereafter     2.25:1.00

C.     Minimum  Fixed Charge Coverage Ratio.  Company shall not permit the ratio
of  (i)  Consolidated  EBITDA  less  Maintenance  Capital  Expenditures  to (ii)
                               ----
Consolidated Fixed Charges for any four consecutive Fiscal Quarter period ending
     during  any  of the periods set forth below to be less than the correlative
ratio  indicated:
                    Period     Minimum Fixed Charge Coverage Ratio
                  4th Fiscal Quarter, Fiscal Year 2000     1.50:1.00
                  1st Fiscal Quarter, Fiscal Year 2001     1.50:1.00
                  2nd Fiscal Quarter, Fiscal Year 2001     1.50:1.00
                  3rd Fiscal Quarter, Fiscal Year 2001     1.50:1.00
     4th Fiscal Quarter, Fiscal Year 2001     1.50:1.00
                  1st Fiscal Quarter, Fiscal Year 2002     1.50:1.00
                  2nd Fiscal Quarter, Fiscal Year 2002     1.50:1.00
                  3rd Fiscal Quarter, Fiscal Year 2002     1.50:1.00
     4th Fiscal Quarter, Fiscal Year 2002     1.50:1.00
                  1st Fiscal Quarter, Fiscal Year 2003     1.50:1.00
                  2nd Fiscal Quarter, Fiscal Year 2003     1.60:1.00
                  3rd Fiscal Quarter, Fiscal Year 2003     1.60:1.00
     4th Fiscal Quarter, Fiscal Year 2003     1.70:1.00
                  1st Fiscal Quarter, Fiscal Year 2004     1.70:1.00
     2nd Fiscal Quarter, Fiscal Year 2004
        and each Fiscal Quarter thereafter     1.80:1.00

D.     Minimum  Consolidated  Net  Worth.  Company shall not permit Consolidated
Net  Worth  as  of  the last day of any given Fiscal Quarter in any given Fiscal
Year to be less than the sum of (i) 85% of Consolidated Net Worth as of the last
     day  of the first Fiscal Quarter ending after the Effective Date, plus (ii)
                                                                       ----
75%  of  Consolidated  Net  Income  (but  excluding  net losses) for each Fiscal
Quarter following the first Fiscal Quarter ending after the Effective Date, plus
                                                                            ----
(iii)  an  amount  equal  to  50%  of  the  net cash proceeds from any sales and
issuances  of  Company's  equity  Securities  after  the  Effective  Date.
7.7     Restriction on Fundamental Changes; Asset Sales and Primary
        -----------------------------------------------------------
Acquisitions.
        ----
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  alter  the  corporate,  capital or legal structure of Company or any of its
Restricted  Subsidiaries,  or  enter  into  any  transaction  of  merger  or
consolidation,  or  liquidate,  wind-up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor),  transfer or otherwise dispose of, in one transaction or a series of
transactions,  all  or any part of its business, property or assets, whether now
owned  or  hereafter  acquired,  or  acquire  by  purchase  or  otherwise all or
substantially  all  the business, property or fixed assets of, or stock or other
evidence  of  beneficial  ownership  of,  any  Person or any division or line of
business  of  any  Person,  except:
(i)     any  Restricted Subsidiary of Company may be merged with or into Company
or  any  wholly-owned  Subsidiary  Guarantor,  or  be  liquidated,  wound  up or
dissolved,  or  all  or  any  part  of  its  business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
     or  a  series  of  transactions,  to Company or any wholly-owned Subsidiary
Guarantor;  provided  that,  in  the  case  of  such  a  merger, Company or such
            --------
wholly-owned  Subsidiary  Guarantor  shall  be  the  continuing  or  surviving
corporation;
(ii)     Company and its Restricted Subsidiaries may make Consolidated Capital
Expenditures permitted under subsection 7.8;
(iii)     Company and its Restricted Subsidiaries may dispose of obsolete, worn
out or surplus property in the ordinary course of business;
(iv)     Company and its Restricted Subsidiaries may sell or otherwise dispose
of assets in transactions that do not constitute Asset Sales; provided that the
                                                              --------
consideration received for such assets shall be in an amount at least equal to
the fair market value thereof;
(v)     Company and its Restricted Subsidiaries may make Asset Sales of the
Assets Held for Sale or Development; provided that the consideration received
                                     --------
for such assets shall be in an amount at least equal to the fair market value
thereof; and
(vi)     Company and its Restricted Subsidiaries may make Asset Sales of (1) the
Las Vegas Facility, and (2) other assets having an aggregate fair market value
not in excess of $40,000,000; provided that (w) the consideration received for
                              --------
such assets shall be in an amount at least equal to the fair market value
thereof; (x) the consideration received for such assets shall be in the form of
Cash and/or promissory notes, which notes shall be pledged to Administrative
Agent pursuant to the applicable Collateral Documents; (y) with respect to an
Asset Sale involving the Las Vegas Facility, the Net Asset Sale Proceeds of such
Asset Sale shall be applied as required by subsection 2.4B(iii)(d); and (z) with
respect to all other Asset Sales permitted under this subsection 7.7(vi), the
Net Asset Sale Proceeds of such Asset Sales shall be applied as required by
subsection 2.4B(iii)(a).
7.8     Consolidated Capital Expenditures.
        ---------------------------------
     Company  shall  not,  and  shall not permit its Restricted Subsidiaries to,
make  or  incur  Consolidated  Capital  Expenditures,  except:
(i)     Company  and  its  Restricted  Subsidiaries  may  make Expansion Capital
Expenditures  in  respect  of:
(a)     the  Tunica  Project  in  an aggregate amount not to exceed $47,000,000;
(b)     the Lake Charles Project in an aggregate amount not to exceed
$37,000,000;
(c)     the development and construction of a riverboat casino and amenities at
a site located in the central portion of Missouri, in an aggregate amount not to
exceed $77,000,000;
(d)     the Kansas City Project in an aggregate amount not to exceed
$50,000,000;
(e)     the Secondary Acquisition in an aggregate amount not to exceed
$14,500,000; and
(f)     the Renovation Project in an aggregate amount not to exceed $35,000,000;
and
     (ii)     Company  and  its Restricted Subsidiaries may make other Expansion
Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount
not  to  exceed  the  corresponding  amount  (the  "Maximum  Expansion  Capital
Expenditures  Amount")  set  forth  below  opposite  such  Fiscal  Year:
          Maximum Expansion
               Fiscal Year     Capital Expenditures
     ---------------------     --------------------
          Fiscal Year 2000                         $10,000,000
     Fiscal Year 2001                         $10,000,000
     Fiscal Year 2002                         $10,000,000
     Fiscal Year 2003                         $25,000,000
     Fiscal Year 2004 and each
               Fiscal Year thereafter                    $50,000,000
;  provided  that:
   --------
     (a)     no  single  Expansion  Capital  Expenditure  permitted  under  this
subsection  7.8(ii)  shall  exceed  $50,000,000;
(b)     the  Maximum  Expansion  Capital Expenditures Amount for any Fiscal Year
after  Fiscal  Year 2000 shall be increased by an amount equal to the excess, if
any,  of  the  Maximum  Expansion  Capital  Expenditures Amount for the previous
Fiscal Year (as adjusted in accordance with this proviso) over the actual amount
of  Expansion Capital Expenditures for such previous Fiscal Year (the "Expansion
CapEx  Carryover Amount"); provided, however, that the Expansion CapEx Carryover
                           --------  -------
Amount  shall  not  exceed  $10,000,000  in  any  given  Fiscal  Year;  and
(c)     for  any Fiscal Year or Fiscal Years after Fiscal Year 2000, Company may
elect  to  increase  the  Maximum Expansion Capital Expenditures Amount for such
Fiscal  Year  or  Fiscal  Years  by an amount (the "Specified Projects Carryover
Amount")  equal  to  the  sum  of:
     (1)     up  to  $38,500,000  if  Company and/or its Restricted Subsidiaries
elects  not  to  begin  development  and  construction of a riverboat casino and
amenities  at  a  site  in  the  central  portion  of  Missouri  plus
                                                                 ----
     (2)     up  to  $25,000,000  if  Company and/or its Restricted Subsidiaries
elects  not  to  consummate  the  acquisition  of certain assets of the Flamingo
Hilton  Riverboat  Casino  in  Kansas  City,  Missouri  plus
                                                        ----
     (3)     the unused portion, if any, of (x) the $47,000,000 budgeted for the
Tunica  Project,  (y)  the  $37,000,000  budgeted  for the Lake Charles Project,
and/or  (z) the Renovation Budget upon the completion of the Tunica Project, the
Lake  Charles  Project  and  the  Renovation  Project, respectively, by Company;
provided,  however,  that
--------   -------
     (a)     Company  may  allocate  such Specified Projects Carryover Amount to
any  one  Fiscal  Year  or  over  several  Fiscal  Years;  and
(b)     with  respect  to  any  increase  to  the  Maximum  Expansion  Capital
Expenditures Amount for any Fiscal Year or Fiscal Years pursuant to the addition
of  the  Specified  Projects  Carryover  Amount,  Company  shall  deliver  to
Administrative  Agent  an  Officer's Certificate stating that (i) in the case of
clauses  (1)  or  (2)  above,  Company  and/or  its Restricted Subsidiaries have
elected  not  to pursue the applicable project or projects, and (ii) in the case
of  clause  (3)  above,  Company has used less than the budgeted amounts for the
Tunica  Project  and/or the Lake Charles Project and/or the Renovation Budget to
complete  the  Tunica  Project, the Lake Charles Project and Renovation Project,
respectively,  and  demonstrating the calculation of the increase to the Maximum
Expansion Capital Expenditures Amount for such Fiscal Year or Fiscal Years, such
calculation  to  be  reasonably  satisfactory  to Administrative Agent; provided
                                                                        --------
further that after Company delivers such Officer's Certificate to Administrative
    ---
Agent  and  determines  the  aggregate increase to the Maximum Expansion Capital
Expenditures  Amount  for  such  Fiscal  Year  or  Fiscal Years, Company may not
reallocate,  reapply  or  otherwise  use  such  carryover  amount for any of the
Expansion  Capital  Expenditures  described  in  subsection  7.8(i);  and
     (iii)     Company  and  its  Restricted  Subsidiaries  may make Maintenance
Capital  Expenditures  in  an  aggregate amount not to exceed $30,000,000 in any
Fiscal  Year beginning in the Fiscal Year 2000 (the "Maximum Maintenance Capital
Expenditures  Amount");  provided  that  the  Maximum  Maintenance  Capital
                         --------
Expenditures  Amount  for  any  Fiscal  Year  after  Fiscal  Year  2000 shall be
increased  by  an  amount  equal  to  the lesser of (x) $10,000,000, and (y) the
excess,  if  any, of the Maximum Maintenance Capital Expenditures Amount for the
previous  Fiscal  Year  (as  adjusted  in accordance with this proviso) over the
actual amount of Maintenance Capital Expenditures for such previous Fiscal Year.
7.9     Restriction on Leases.
        ---------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  become  liable  in  any  way,  whether  directly  or  by assignment or as a
guarantor  or  other  surety,  for the obligations of the lessee under any lease
(other  than the Excluded Leases and intercompany leases between Company and its
wholly-owned  Subsidiaries),  unless,  immediately  after  giving  effect to the
incurrence  of  liability  with  respect  to such lease, the Consolidated Rental
Payments  at  the  time  in effect during the then current Fiscal Year shall not
exceed  $4,000,000.
7.10     Sales and Lease-Backs.
         ---------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly or indirectly, become or remain liable as lessee or as a guarantor
or  other  surety  with  respect  to  any lease, whether an Operating Lease or a
Capital  Lease,  of  any property (whether real, personal or mixed), whether now
owned  or  hereafter  acquired,  (i)  which  Company  or  any  of its Restricted
Subsidiaries  has  sold  or  transferred  or is to sell or transfer to any other
Person  (other than Company or any of its Restricted Subsidiaries) or (ii) which
Company  or  any of its Restricted Subsidiaries intends to use for substantially
the  same  purpose  as  any  other  property  which has been or is to be sold or
transferred  by  Company  or  any  of  its Restricted Subsidiaries to any Person
(other  than  Company  or any of its Restricted Subsidiaries) in connection with
such lease; provided that Company and its Restricted Subsidiaries may become and
            --------
remain  liable  as  lessee,  guarantor  or other surety with respect to any such
lease  if  and  to the extent that Company or any of its Restricted Subsidiaries
would  be  permitted  to  enter  into, and remain liable under, such lease under
subsection  7.1  (ix),  7.4(x)  or  7.9.
7.11     Sale or Discount of Receivables.
         -------------------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly  or  indirectly, sell with recourse, or discount (except discounts
with  the primary obligor of any accounts receivable) or otherwise sell for less
than  the  face  value  thereof,  any  of  its  notes  or  accounts  receivable.
7.12     Transactions with Shareholders and Affiliates.
         ---------------------------------------------
     Company  shall not, and shall not permit any of its Restricted Subsidiaries
to,  directly  or  indirectly,  enter  into  or  permit to exist any transaction
(including  the  purchase,  sale,  lease  or  exchange  of  any  property or the
rendering  of  any service) with any holder of 5% or more of any class of equity
Securities of Company or with any Affiliate of Company or of any such holder, on
terms  that  are less favorable to Company or that Restricted Subsidiary, as the
case  may be, than those that might be obtained at the time from Persons who are
not  such  a  holder or Affiliate; provided that the foregoing restriction shall
                                   --------
not  apply  to  (i)  any transaction between Company and any of its wholly-owned
Restricted  Subsidiaries  or  between  any  of  its  wholly-owned  Restricted
Subsidiaries otherwise permitted hereunder or (ii) reasonable and customary fees
paid  to  members  of  the  Boards  of  Directors  of Company and its Restricted
Subsidiaries.
7.13     Disposal of Subsidiary Stock.
         ----------------------------
     Except  for  (x)  any  pledge  or encumbrance of the capital stock or other
equity  Securities  of  any  of  its Restricted Subsidiaries required under this
Agreement  and  the  applicable Collateral Documents and (y) any sale of 100% of
the  capital  stock  or  other  equity  Securities  of  any  of  its  Restricted
Subsidiaries  in compliance with the provisions of subsection 7.7(i) or 7.7(vi),
Company  shall  not:
(i)     directly  or  indirectly  sell,  assign, pledge or otherwise encumber or
dispose  of any shares of capital stock or other equity Securities of any of its
Restricted  Subsidiaries,  except to qualify directors if required by applicable
law;  or
(ii)     permit any of its Restricted Subsidiaries directly or indirectly to
sell, assign, pledge or otherwise encumber or dispose of any shares of capital
stock or other equity Securities of any of its Restricted Subsidiaries
(including such Restricted Subsidiary), except to Company, another Restricted
Subsidiary of Company, or to qualify directors if required by applicable law.
7.14     Conduct of Business.
         -------------------
     From  and after the Effective Date, Company shall not, and shall not permit
any  of  its  Subsidiaries  to,  engage  in  any business other than the Related
Businesses.
7.15     Amendments or Waivers of Certain Related Agreements; Amendments of
         ------------------------------------------------------------------
Documents Relating to Subordinated Indebtedness; Designation of "Designated
    -----------------------------------------------------------------------
Senior Indebtedness".
    ----------------
A.     Amendments or Waivers of Certain Related Agreements.  Neither Company nor
     any of its Restricted Subsidiaries will agree to any material amendment to,
or waive any of its material rights under, any Related Agreement (other than any
Related  Agreement  evidencing or governing any Subordinated Indebtedness) after
the  Effective  Date without in each case obtaining the prior written consent of
Requisite  Lenders  to  such  amendment  or  waiver.
B.     Amendments of Documents Relating to Subordinated Indebtedness.  Company
shall not, and shall not permit any of its Restricted Subsidiaries to, amend or
otherwise change the terms of any Subordinated Indebtedness, or make any payment
consistent with an amendment thereof or change thereto, if the effect of such
amendment or change is to increase the interest rate on such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, change the
subordination provisions thereof (or of any guaranty thereof), or change any
collateral therefor (other than to release such collateral), or if the effect of
such amendment or change, together with all other amendments or changes made, is
to increase materially the obligations of the obligor thereunder or to confer
any additional rights on the holders of such Subordinated Indebtedness (or a
trustee or other representative on their behalf) which would be adverse to
Company or Lenders.
C.     Designation of "Designated Senior Indebtedness".  Company shall not
designate any Indebtedness as "Designated Senior Indebtedness" (as defined in
the Subordinated Note Indenture) for purposes of the Subordinated Note Indenture
without the prior written consent of Requisite Lenders.
7.16     Fiscal Year.
         -----------
     Company  shall  not  change  its  Fiscal  Year-end  as determined as of the
Effective  Date  without  the  consent  of  Administrative  Agent.
Section 8.     EVENTS OF DEFAULT
     If  any  of  the following conditions or events ("Events of Default") shall
occur:
8.1     Failure to Make Payments When Due.
        ---------------------------------
     Failure  by  Company  to  pay any installment of principal of any Loan when
due,  whether  at  stated  maturity,  by  acceleration,  by  notice of voluntary
prepayment, by mandatory prepayment or otherwise; failure by Company to pay when
due  any  amount  payable  to  an Issuing Lender in reimbursement of any drawing
under  a Letter of Credit; or failure by Company to pay any interest on any Loan
or  any  fee or any other amount due under this Agreement within five days after
the  date  due;  or
8.2     Default in Other Agreements.
        ---------------------------
     (i)  Failure  of  Company or any of its Restricted Subsidiaries to pay when
due  any  principal  of or interest on or any other amount payable in respect of
one  or  more  items  of  Indebtedness  (other  than Indebtedness referred to in
subsection  8.1)  or Contingent Obligations in an individual principal amount of
$15,000,000  or  more  or  with  an aggregate principal amount of $15,000,000 or
more, in each case beyond the end of any grace period provided therefor; or (ii)
breach  or default by Company or any of its Restricted Subsidiaries with respect
to  any  other  material  term  of  (a)  one  or  more  items of Indebtedness or
Contingent Obligations in the individual or aggregate principal amounts referred
to  in  clause (i) above or (b) any loan agreement, mortgage, indenture or other
agreement  relating to such item(s) of Indebtedness or Contingent Obligation(s),
if  the effect of such breach or default is to cause, or to permit the holder or
holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf
of  such  holder  or  holders)  to  cause,  that  Indebtedness  or  Contingent
Obligation(s)  to  become  or  be  declared  due and payable prior to its stated
maturity or the stated maturity of any underlying obligation, as the case may be
(upon  the giving or receiving of notice, lapse of time, both, or otherwise); or
8.3     Breach of Certain Covenants.
        ---------------------------
     Failure  of  Company  to  perform  or  comply  with  any  term or condition
contained  in  subsections  2.5  or  6.2  or  Section  7  of  this Agreement; or
8.4     Breach of Warranty.
        ------------------
     Any  representation,  warranty,  certification  or  other statement made by
Company  or  any of its Subsidiaries in any Loan Document or in any statement or
certificate  at  any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in  any  material  respect  on  the  date  as  of  which  made;  or
8.5     Other Defaults Under Loan Documents.
        -----------------------------------
     Any  Loan  Party shall default in the performance of or compliance with any
term  contained in this Agreement or any of the other Loan Documents, other than
any  such  term  referred to in any other subsection of this Section 8, and such
default  shall  not have been remedied or waived within 30 days after receipt by
Company and such Loan Party of notice from Administrative Agent or any Lender of
such  default;  or
8.6     Involuntary Bankruptcy; Appointment of Receiver, etc.
        -----------------------------------------------------
     (i)  A  court  having  jurisdiction in the premises shall enter a decree or
order for relief in respect of Company or any of its Material Subsidiaries in an
involuntary  case  under  the  Bankruptcy  Code  or  under  any other applicable
bankruptcy,  insolvency  or similar law now or hereafter in effect, which decree
or  order  is not stayed; or any other similar relief shall be granted under any
applicable  federal or state law; or (ii) an involuntary case shall be commenced
against Company or any of its Material Subsidiaries under the Bankruptcy Code or
under  any  other  applicable  bankruptcy,  insolvency  or  similar  law  now or
hereafter  in effect; or a decree or order of a court having jurisdiction in the
premises  for  the appointment of a receiver, liquidator, sequestrator, trustee,
custodian  or  other  officer  having  similar powers over Company or any of its
Material  Subsidiaries, or over all or a substantial part of its property, shall
have  been  entered; or there shall have occurred the involuntary appointment of
an  interim  receiver,  trustee  or  other  custodian  of  Company or any of its
Material  Subsidiaries  for  all  or  a  substantial  part of its property; or a
warrant  of  attachment,  execution  or  similar  process shall have been issued
against  any  substantial part of the property of Company or any of its Material
Subsidiaries,  and  any  such event described in this clause (ii) shall continue
for  60  days  unless  dismissed,  bonded  or  discharged;  or
8.7     Voluntary Bankruptcy; Appointment of Receiver, etc.
        ---------------------------------------------------
     (i)  Company  or  any  of its Material Subsidiaries shall have an order for
relief  entered  with  respect  to  it  or  commence  a voluntary case under the
Bankruptcy  Code or under any other applicable bankruptcy, insolvency or similar
law  now  or  hereafter in effect, or shall consent to the entry of an order for
relief  in an involuntary case, or to the conversion of an involuntary case to a
voluntary  case,  under  any such law, or shall consent to the appointment of or
taking  possession  by  a  receiver,  trustee  or  other  custodian for all or a
substantial part of its property; or Company or any of its Material Subsidiaries
shall  make  any assignment for the benefit of creditors; or (ii) Company or any
of  its Material Subsidiaries shall be unable, or shall fail generally, or shall
admit  in  writing  its inability, to pay its debts as such debts become due; or
the  Board  of  Directors of Company or any of its Material Subsidiaries (or any
committee  thereof) shall adopt any resolution or otherwise authorize any action
to  approve  any  of  the actions referred to in clause (i) above or this clause
(ii);  or
8.8     Judgments and Attachments.
        -------------------------
     Any  money  judgment,  writ  or  warrant  of  attachment or similar process
involving  (i) in any individual case an amount in excess of $10,000,000 or (ii)
in  the aggregate at any time an amount in excess of $10,000,000 (in either case
not  adequately  covered  by  insurance  as  to which a solvent and unaffiliated
insurance  company  has acknowledged coverage) shall be entered or filed against
Company  or any of its Restricted Subsidiaries or any of their respective assets
and  shall  remain undischarged, unvacated, unbonded or unstayed for a period of
60  days (or in any event later than five days prior to the date of any proposed
sale  thereunder);  or
8.9     Dissolution.
        -----------
     Any  order,  judgment  or decree shall be entered against Company or any of
its  Material  Subsidiaries  decreeing the dissolution or split up of Company or
that  Material  Subsidiary  and such order shall remain undischarged or unstayed
for  a  period  in  excess  of  30  days;  or
8.10     Employee Benefit Plans.
         ----------------------
     There  shall  occur  one  or more ERISA Events which individually or in the
aggregate  results  in or might reasonably be expected to result in liability of
Company,  any  of  its  Restricted Subsidiaries or any of their respective ERISA
Affiliates  in  excess of $5,000,000 during the term of this Agreement; or there
shall  exist  an  amount  of unfunded benefit liabilities (as defined in Section
4001(a)(18)  of  ERISA),  individually or in the aggregate for all Pension Plans
(excluding  for  purposes  of such computation any Pension Plans with respect to
which  assets  exceed  benefit  liabilities),  which  exceeds  $5,000,000;  or
8.11     Change of Control.
         -----------------
     There  shall  occur  a  Change  of  Control;  or
8.12     Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of
         ----------------------------------------------------------------------
Obligations.
-----------
     At  any  time  after the execution and delivery thereof, (i) the Subsidiary
Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall  cease  to  be in full force and effect (other than in accordance with its
terms or as otherwise permitted under this Agreement) or shall be declared to be
null  and void, (ii) any Collateral Document shall cease to be in full force and
effect (other than by reason of a release of Collateral thereunder in accordance
with the terms hereof or thereof, the satisfaction in full of the Obligations or
any  other  termination of such Collateral Document in accordance with the terms
hereof  or  thereof) or shall be declared null and void, or Administrative Agent
shall  not have or shall cease to have a valid and perfected First Priority Lien
in any material Collateral purported to be covered thereby, in each case for any
reason  other than the failure of Administrative Agent or any Lender to take any
action within its control, or (iii) any Loan Party shall contest the validity or
enforceability  of  any  Loan Document in writing or deny in writing that it has
any  further  liability,  including  with respect to future advances by Lenders,
under  any  Loan  Document  to  which  it  is  a  party;  or
8.13     Loss of Gaming Licenses.
         -----------------------
     The  occurrence  of  a  License  Revocation  by  any  Gaming Authority in a
jurisdiction  in  which  Company  or  any of its Subsidiaries owns or operates a
Gaming  Facility  (other  than with respect to Pompano Park); provided that such
                                                              --------
License  Revocation  continues  for  at  least fifteen (15) consecutive days; or
8.14     Failure to Consummate Primary Acquisition.
         -----------------------------------------
     The  Primary  Acquisition  shall not be consummated in accordance with this
Agreement  and the applicable Related Agreements concurrently with the making of
the  initial  Loans,  or  the  Primary Acquisition shall be unwound, reversed or
otherwise  rescinded  in  whole  or  in  part  for  any  reason:
THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or  8.7,  each of (a) the unpaid principal amount of and accrued interest on the
Loans,  (b)  an amount equal to the maximum amount that may at any time be drawn
under  all  Letters  of  Credit then outstanding (whether or not any beneficiary
under  any  such  Letter of Credit shall have presented, or shall be entitled at
such  time to present, the drafts or other documents or certificates required to
draw  under  such  Letter  of  Credit),  and  (c)  all  other  Obligations shall
automatically  become  immediately due and payable, without presentment, demand,
protest  or  other  requirements  of any kind, all of which are hereby expressly
waived  by  Company,  and  the  obligation  of each Lender to make any Loan, the
obligation  of  Administrative Agent to issue any Letter of Credit and the right
of any Lender to issue any Letter of Credit hereunder shall thereupon terminate,
and  (ii)  upon the occurrence and during the continuation of any other Event of
Default,  Administrative  Agent  shall,  upon  the  written  request or with the
written  consent of Requisite Lenders, by written notice to Company, declare all
or  any portion of the amounts described in clauses (a) through (c) above to be,
and  the  same  shall  forthwith  become,  immediately  due and payable, and the
obligation  of  each  Lender  to make any Loan, the obligation of Administrative
Agent  to  issue  any  Letter of Credit and the right of any Lender to issue any
Letter  of  Credit  hereunder  shall  thereupon  terminate;  provided  that  the
                                                             --------
foregoing shall not affect in any way the obligations of Revolving Lenders under
subsection  3.3C(i)  or  the  obligations  of  Revolving  Lenders  to  purchase
participations in any unpaid Swing Line Loans as provided in subsection 2.1A(v).
     Any  amounts described in clause (b) above, when received by Administrative
Agent,  shall  be  held  by  Administrative  Agent  pursuant to the terms of the
Collateral  Account  Agreement  and  shall  be  applied  as  therein  provided.
Notwithstanding  anything contained in the second preceding paragraph, if at any
time  within  60 days after an acceleration of the Loans pursuant to clause (ii)
of  such paragraph Company shall pay all arrears of interest and all payments on
account  of  principal which shall have become due otherwise than as a result of
such  acceleration  (with  interest on principal and, to the extent permitted by
law,  on  overdue  interest,  at  the rates specified in this Agreement) and all
Events of Default and Potential Events of Default (other than non-payment of the
principal  of  and  accrued interest on the Loans, in each case which is due and
payable  solely  by virtue of acceleration) shall be remedied or waived pursuant
to subsection 10.6, then Requisite Lenders, by written notice to Company, may at
their  option rescind and annul such acceleration and its consequences; but such
action  shall  not  affect any subsequent Event of Default or Potential Event of
Default  or  impair  any  right  consequent  thereon.  The  provisions  of  this
paragraph are intended merely to bind Lenders to a decision which may be made at
the  election of Requisite Lenders and are not intended, directly or indirectly,
to benefit Company, and such provisions shall not at any time be construed so as
to  grant  Company  the  right  to  require  Lenders  to  rescind  or  annul any
acceleration  hereunder  or  to  preclude  Administrative  Agent or Lenders from
exercising any of the rights or remedies available to them under any of the Loan
Documents,  even if the conditions set forth in this paragraph are met.  Lenders
hereby  acknowledge  that any foreclosure under this Agreement or any other Loan
Document of any Gaming Facility, any Persons owning, leasing, operating or using
such  Gaming  Facility  or  any  gaming  equipment  may  be subject to any prior
approvals  or  exemptions  required  under  any  applicable  Gaming  Laws.
Section 9.     ADMINISTRATIVE AGENT
9.1     Appointment.
        -----------
A.     Appointment  of  Administrative  Agent.  CIBC  is  hereby  appointed
Administrative  Agent  hereunder  and  under  the  other Loan Documents and each
Lender  hereby authorizes Administrative Agent to act as its agent in accordance
with  the  terms of this Agreement and the other Loan Documents.  Administrative
Agent  agrees to act upon the express conditions contained in this Agreement and
the  other  Loan Documents, as applicable.  The provisions of this Section 9 are
solely  for  the  benefit  of Administrative Agent and Lenders and Company shall
have  no  rights  as a third party beneficiary of any of the provisions thereof.
In  performing  its  functions  and  duties under this Agreement, Administrative
Agent  shall act solely as an agent of Lenders and does not assume and shall not
be  deemed  to  have assumed any obligation towards or relationship of agency or
trust  with  or  for  Company  or  any  of  its  Subsidiaries.
B.     Appointment of Supplemental Collateral Agents.  It is the purpose of this
Agreement and the other Loan Documents that there shall be no violation of any
law of any jurisdiction denying or restricting the right of banking corporations
or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the
other Loan Documents, and in particular in case of the enforcement of any of the
Loan Documents, or in case Administrative Agent deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the rights,
powers or remedies granted herein or in any of the other Loan Documents or take
any other action which may be desirable or necessary in connection therewith, it
may be necessary that Administrative Agent appoint (with notice to Company) an
additional individual or institution as a separate trustee, co-trustee,
collateral agent or collateral co-agent (any such additional individual or
institution being referred to herein individually as a "Supplemental Collateral
Agent" and collectively as "Supplemental Collateral Agents").
     In  the  event that Administrative Agent appoints a Supplemental Collateral
Agent with respect to any Collateral, (i) each and every right, power, privilege
or  duty  expressed  or  intended  by  this  Agreement  or any of the other Loan
Documents  to  be  exercised by or vested in or conveyed to Administrative Agent
with  respect  to  such  Collateral  shall  be  exercisable  by and vest in such
Supplemental  Collateral  Agent to the extent, and only to the extent, necessary
to enable such Supplemental Collateral Agent to exercise such rights, powers and
privileges  with  respect  to  such  Collateral  and to perform such duties with
respect  to  such Collateral, and every covenant and obligation contained in the
Loan  Documents  and  necessary  to  the exercise or performance thereof by such
Supplemental  Collateral  Agent  shall  run  to  and  be  enforceable  by either
Administrative  Agent  or  such  Supplemental  Collateral  Agent,  and  (ii) the
provisions  of  this  Section  9  and of subsections 10.2 and 10.3 that refer to
Administrative  Agent shall inure to the benefit of such Supplemental Collateral
Agent  and  all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the  context  may  require.
Should  any  instrument  in  writing  from  Company  or  any other Loan Party be
required  by  any  Supplemental  Collateral Agent so appointed by Administrative
Agent  for  more fully and certainly vesting in and confirming to him or it such
rights,  powers,  privileges and duties, Company shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon  request  by  Administrative  Agent.  In  case  any Supplemental Collateral
Agent,  or a successor thereto, shall die, become incapable of acting, resign or
be  removed,  all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by  Administrative  Agent until the appointment of a new Supplemental Collateral
Agent.
9.2     Powers and Duties; General Immunity.
        -----------------------------------
A.     Powers;  Duties  Specified.  Each  Lender  irrevocably  authorizes
Administrative Agent to take such action on such Lender's behalf and to exercise
     such  powers,  rights  and  remedies  hereunder  and  under  the other Loan
Documents  as  are  specifically delegated or granted to Administrative Agent by
the  terms hereof and thereof, together with such powers, rights and remedies as
are  reasonably  incidental thereto.  Administrative Agent shall have only those
duties  and  responsibilities that are expressly specified in this Agreement and
the other Loan Documents.  Administrative Agent may exercise such powers, rights
and  remedies  and  perform  such  duties by or through its agents or employees.
Administrative  Agent  shall not have, by reason of this Agreement or any of the
other  Loan  Documents,  a  fiduciary relationship in respect of any Lender; and
nothing  in  this  Agreement  or  any  of the other Loan Documents, expressed or
implied,  is  intended  to  or  shall  be  so  construed  as  to  impose  upon
Administrative  Agent any obligations in respect of this Agreement or any of the
other  Loan  Documents  except  as  expressly  set  forth  herein  or  therein.
B.     No Responsibility for Certain Matters.  Administrative Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by Administrative Agent to Lenders or by
or on behalf of Company to Administrative Agent or any Lender in connection with
the Loan Documents and the transactions contemplated thereby or for the
financial condition or business affairs of Company or any other Person liable
for the payment of any Obligations, nor shall Administrative Agent be required
to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Loans or the use of the
Letters of Credit or as to the existence or possible existence of any Event of
Default or Potential Event of Default.  Anything contained in this Agreement to
the contrary notwithstanding, Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans or the Letter of
Credit Usage or the component amounts thereof unless any such liability results
from the gross negligence or willful misconduct of Administrative Agent.
C.     Exculpatory Provisions.  Neither Administrative Agent nor any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by Administrative Agent under or in connection with any
of the Loan Documents except to the extent caused by Administrative Agent's
gross negligence or willful misconduct.  Administrative Agent shall be entitled
to refrain from any act or the taking of any action (including the failure to
take an action) in connection with this Agreement or any of the other Loan
Documents or from the exercise of any power, discretion or authority vested in
it hereunder or thereunder unless and until Administrative Agent shall have
received instructions in respect thereof from Requisite Lenders (or such other
Lenders as may be required to give such instructions under subsection 10.6) and,
upon receipt of such instructions from Requisite Lenders (or such other Lenders,
as the case may be), Administrative Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or
authority, in accordance with such instructions.  Without prejudice to the
generality of the foregoing, (i) Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or
sent by the proper person or persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Company and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against Administrative Agent as a result of Administrative
Agent acting or (where so instructed) refraining from acting under this
Agreement or any of the other Loan Documents in accordance with the instructions
of Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6).
D.     Administrative Agent Entitled to Act as Lender.  The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, Administrative Agent in its individual
capacity as a Lender hereunder.  With respect to its participation in the Loans
and the Letters of Credit, Administrative Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
"Lender" or "Lenders" or any similar term shall, unless the context clearly
otherwise indicates, include Administrative Agent in its individual capacity.
Administrative Agent and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company for services in connection with this Agreement and otherwise without
having to account for the same to Lenders.
9.3     Representations and Warranties; No Responsibility For Appraisal of
        ------------------------------------------------------------------
Creditworthiness.
     -----------
     Each  Lender  represents  and warrants that it has made its own independent
investigation  of  the  financial  condition  and  affairs  of  Company  and its
Subsidiaries  in  connection  with  the  making of the Loans and the issuance of
Letters  of Credit hereunder and that it has made and shall continue to make its
own  appraisal  of  the  creditworthiness  of  Company  and  its  Subsidiaries.
Administrative Agent shall not have any duty or responsibility, either initially
or  on  a continuing basis, to make any such investigation or any such appraisal
on  behalf  of  Lenders  or  to  provide  any  Lender  with  any credit or other
information  with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter, and Administrative Agent
shall  not  have  any  responsibility  with  respect  to  the accuracy of or the
completeness  of  any  information  provided  to  Lenders.
9.4     Right to Indemnity.
        ------------------
     Each  Lender,  in  proportion  to  its  Pro Rata Share, severally agrees to
indemnify  Administrative  Agent,  to the extent that Administrative Agent shall
not  have  been  reimbursed by Company, for and against any and all liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or  nature  whatsoever  which may be imposed on, incurred by or asserted against
Administrative Agent in exercising its powers, rights and remedies or performing
its  duties  hereunder  or  under  the  other Loan Documents or otherwise in its
capacity  as  Administrative Agent in any way relating to or arising out of this
Agreement  or  the other Loan Documents; provided that no Lender shall be liable
                                         --------
for  any  portion  of such liabilities, obligations, losses, damages, penalties,
actions,  judgments,  suits,  costs,  expenses  or  disbursements resulting from
Administrative Agent's gross negligence or willful misconduct.  If any indemnity
furnished  to  Administrative  Agent  for  any  purpose shall, in the opinion of
Administrative  Agent,  be insufficient or become impaired, Administrative Agent
may  call  for  additional  indemnity and cease, or not commence, to do the acts
indemnified  against  until  such  additional  indemnity  is  furnished.
9.5     Successor Administrative Agent and Swing Line Lender.
        ----------------------------------------------------
A.     Successor  Administrative  Agent.  Administrative Agent may resign at any
time by giving 30 days' prior written notice thereof to Lenders and Company, and
     Administrative Agent may be removed at any time with or without cause by an
instrument  or  concurrent  instruments  in  writing  delivered  to  Company and
Administrative  Agent  and signed by Requisite Lenders.  Upon any such notice of
resignation  or  any  such removal, Requisite Lenders shall have the right, upon
five  Business  Days'  notice  to Company, to appoint a successor Administrative
Agent.  Upon the acceptance of any appointment as Administrative Agent hereunder
by  a  successor Administrative Agent, that successor Administrative Agent shall
thereupon  succeed  to and become vested with all the rights, powers, privileges
and  duties  of the retiring or removed Administrative Agent and the retiring or
removed Administrative Agent shall be discharged from its duties and obligations
under  this  Agreement.  After  any  retiring  or removed Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Section  9  shall  inure to its benefit as to any actions taken or omitted to be
taken  by  it  while  it  was  Administrative  Agent  under  this  Agreement.
B.     Successor Swing Line Lender.  Any resignation or removal of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation or removal of CIBC or its successor as Swing Line Lender, and any
successor Administrative Agent appointed pursuant to subsection 9.5A shall, upon
its acceptance of such appointment, become the successor Swing Line Lender for
all purposes hereunder.  In such event (i) Company shall prepay any outstanding
Swing Line Loans made by the retiring or removed Administrative Agent in its
capacity as Swing Line Lender, (ii) upon such prepayment, the retiring or
removed Administrative Agent and Swing Line Lender shall surrender the Swing
Line Note held by it to Company for cancellation, and (iii)  Company shall issue
a new Swing Line Note to the successor Administrative Agent and Swing Line
Lender substantially in the form of Exhibit VI annexed hereto, in the principal
                                    ----------
amount of the Swing Line Loan Commitment then in effect and with other
appropriate insertions.
9.6     Collateral Documents and Guaranties.
        -----------------------------------
     Each  Lender  hereby  further authorizes Administrative Agent, on behalf of
and  for  the  benefit  of  Lenders,  to  enter into each Collateral Document as
secured  party  and  to be the agent for and representative of Lenders under the
Subsidiary  Guaranty,  and  each  Lender agrees to be bound by the terms of each
Collateral  Document  and  the Subsidiary Guaranty; provided that Administrative
                                                    --------
Agent  shall  not  (i)  enter  into  or  consent  to  any  material  amendment,
modification, termination or waiver of any provision contained in any Collateral
Document  or  the  Subsidiary Guaranty or (ii) release any Collateral (except as
otherwise  expressly  permitted  or  required  pursuant  to  the  terms  of this
Agreement or the applicable Collateral Document), in each case without the prior
consent  of  Requisite Lenders (or, if required pursuant to subsection 10.6, all
Lenders);  provided  further,  however, that, without further written consent or
           --------  -------   -------
authorization  from  Lenders,  Administrative Agent may execute any documents or
instruments necessary to (a) release any Lien encumbering any item of Collateral
that  is  the subject of a sale or other disposition of assets permitted by this
Agreement  or to which Requisite Lenders have otherwise consented or (b) release
any  Subsidiary  Guarantor  from  the  Subsidiary Guaranty if all of the capital
stock  of  such  Subsidiary  Guarantor  is  sold  to  any  Person (other than an
Affiliate  of  Company)  pursuant  to  a  sale  or  other  disposition permitted
hereunder  or  to  which  Requisite  Lenders have otherwise consented.  Anything
contained in any of the Loan Documents to the contrary notwithstanding, Company,
Administrative  Agent and each Lender hereby agree that (X) no Lender shall have
any  right  individually  to  realize  upon  any  of  the  Collateral  under any
Collateral  Document  or to enforce the Subsidiary Guaranty, it being understood
and  agreed  that all powers, rights and remedies under the Collateral Documents
and  the Subsidiary Guaranty may be exercised solely by Administrative Agent for
the  benefit  of  Lenders  in  accordance with the terms thereof, and (Y) in the
event of a foreclosure by Administrative Agent on any of the Collateral pursuant
to  a  public  or  private  sale,  Administrative Agent or any Lender may be the
purchaser  of  any or all of such Collateral at any such sale and Administrative
Agent, as agent for and representative of Lenders (but not any Lender or Lenders
in  its or their respective individual capacities unless Requisite Lenders shall
otherwise  agree  in  writing) shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Obligations
as  a  credit  on  account  of  the purchase price for any collateral payable by
Administrative  Agent  at  such  sale.
9.7     Syndication Agent and Documentation Agent.
        -----------------------------------------
     Neither  Syndication Agent, Documentation Agent nor any co-agent shall have
any  right,  power,  obligation,  liability,  responsibility  or duty under this
Agreement  other than those applicable to all Lenders as such.  Without limiting
the  foregoing,  neither Syndication Agent, Documentation Agent nor any co-agent
shall  have  or  be  deemed  to  have  any fiduciary relationship with any other
Lender.  Each  such  Lender  acknowledges  that  it has not relied, and will not
rely,  on Syndication Agent, Documentation Agent nor any co-agent in deciding to
enter  into  this  Agreement  or  in  taking  or  not  taking  action hereunder.
Section 10.     MISCELLANEOUS
10.1     Assignments and Participations in Loans and Letters of Credit.
         -------------------------------------------------------------
A.     General.  Subject  to  subsection 10.1B, each Lender shall have the right
at  any  time  to (i) sell, assign or transfer to any Eligible Assignee, or (ii)
sell  participations to any Person in, all or any part of its Commitments or any
Loan  or  Loans made by it or its Letters of Credit or participations therein or
any  other interest herein or in any other Obligations owed to it; provided that
                                                                   --------
no  such  sale, assignment, transfer or participation shall, without the consent
of Company, require Company to file a registration statement with the Securities
     and Exchange Commission or apply to qualify such sale, assignment, transfer
or  participation  under the securities laws of any state; provided further that
                                                           -------- -------
no  such  sale, assignment, transfer or participation of any Letter of Credit or
any  participation  therein  may  be  made  separately  from a sale, assignment,
transfer  or  participation  of  a  corresponding interest in the Revolving Loan
Commitment  and  the  Revolving  Loans  of  the  Lender  effecting  such  sale,
assignment,  transfer  or  participation;  and  provided  further that, anything
                                                --------  -------
contained herein to the contrary notwithstanding, the Swing Line Loan Commitment
and  the  Swing  Line  Loans  of  Swing Line Lender may not be sold, assigned or
transferred  as  described  in  clause  (i)  above  to  any  Person other than a
successor  Administrative Agent and Swing Line Lender to the extent contemplated
by  subsection  9.5.  Except  as  otherwise provided in this subsection 10.1, no
Lender  shall,  as  between  Company  and such Lender, be relieved of any of its
obligations hereunder as a result of any sale, assignment or transfer of, or any
granting  of participations in, all or any part of its Commitments or the Loans,
the  Letters  of Credit or participations therein, or the other Obligations owed
to  such  Lender.
B.     Assignments.
(i)     Amounts  and  Terms  of  Assignments.  Each  Commitment, Loan, Letter of
        ------------------------------------
Credit  or participation therein, or other Obligation may (a) be assigned in any
amount to another Lender, or to an Affiliate or Affiliated Fund of the assigning
     Lender  or  another  Lender,  with  the giving of notice to Company and the
consent  of  Administrative  Agent  (which  consent  shall  not  be unreasonably
withheld), or (b) be assigned in an aggregate amount of not less than $2,500,000
(or  such  lesser  amount  as  shall  constitute  the  aggregate  amount  of the
Commitments,  Loans,  Letters  of  Credit  and participations therein, and other
Obligations  of  the  assigning  Lender) to any other Eligible Assignee with the
prior  written  consent  of  Company (which consent shall only be required if no
Potential  Event  of Default or Event of Default has occurred and is continuing)
and  Administrative  Agent  (which  consent  of Company and Administrative Agent
shall  not  be  unreasonably  withheld  or  delayed).  To the extent of any such
assignment  in  accordance  with  either  clause (a) or (b) above, the assigning
Lender  shall  be  relieved  of its obligations with respect to its Commitments,
Loans,  Letters of Credit or participations therein, or other Obligations or the
portion  thereof so assigned.  The parties to each such assignment shall execute
and  deliver  to  Administrative  Agent,  for  its  acceptance,  an  Assignment
Agreement, together with a processing fee of $3,500 and such forms, certificates
or  other  evidence,  if  any,  with respect to United States federal income tax
withholding  matters  as  the  assignee  under  such Assignment Agreement may be
required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a).
Upon  such execution, delivery and acceptance, from and after the effective date
specified  in  such Assignment Agreement, (y) the assignee thereunder shall be a
party  hereto and, to the extent that rights and obligations hereunder have been
assigned  to it pursuant to such Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and (z) the assigning Lender thereunder shall,
to  the  extent  that  rights and obligations hereunder have been assigned by it
pursuant  to  such  Assignment  Agreement, relinquish its rights (other than any
rights  which  survive the termination of this Agreement under subsection 10.9B)
and  be  released from its obligations under this Agreement (and, in the case of
an  Assignment  Agreement  covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be  a  party  hereto;  provided  that,  anything  contained  in  any of the Loan
                       --------
Documents  to the contrary notwithstanding, if such Lender is the Issuing Lender
with  respect to any outstanding Letters of Credit such Lender shall continue to
have  all  rights  and  obligations  of  an  Issuing Lender with respect to such
Letters of Credit until the cancellation or expiration of such Letters of Credit
and  the  reimbursement  of  any  amounts  drawn  thereunder).  The  Commitments
hereunder  shall  be modified to reflect the Commitment of such assignee and any
remaining Commitment of such assigning Lender and, if any such assignment occurs
after  the issuance of the Notes hereunder, the assigning Lender shall, upon the
effectiveness  of  such  assignment  or  as  promptly thereafter as practicable,
surrender  its  applicable  Notes  to Administrative Agent for cancellation, and
thereupon new Notes shall be issued to the assignee and to the assigning Lender,
substantially in the form of Exhibit IV-A, Exhibit IV-B, Exhibit IV-C or Exhibit
                             ------------  ------------  ------------    -------
V  annexed  hereto,  as the case may be, with appropriate insertions, to reflect
the  new  Commitments  and/or outstanding Term Loans, as the case may be, of the
assignee  and  the  assigning  Lender.
(ii)     Acceptance by Administrative Agent.  Upon its receipt of an Assignment
         ----------------------------------
Agreement executed by an assigning Lender and an assignee representing that it
is an Eligible Assignee, together with the processing fee referred to in
subsection 10.1B(i) and any forms, certificates or other evidence with respect
to United States federal income tax withholding matters that such assignee may
be required to deliver to Administrative Agent pursuant to subsection
2.7B(iii)(a), Administrative Agent shall, if Administrative Agent and Company
have consented to the assignment evidenced thereby (in each case to the extent
such consent is required pursuant to subsection 10.1B(i)), (a) accept such
Assignment Agreement by executing a counterpart thereof as provided therein
(which acceptance shall evidence any required consent of Administrative Agent to
such assignment) and (b) give prompt notice thereof to Company.  Administrative
Agent shall maintain a copy of each Assignment Agreement delivered to and
accepted by it as provided in this subsection 10.1B(ii).
C.     Participations.  The holder of any participation, other than an Affiliate
     or  Affiliated Fund of the Lender granting such participation, shall not be
entitled  to  require  such  Lender to take or omit to take any action hereunder
except  action  directly  affecting  (i)  the  extension  of the scheduled final
maturity date of any Loan allocated to such participation or (ii) a reduction of
the principal amount of or the rate of interest payable on any Loan allocated to
such  participation,  and  all  amounts  payable by Company hereunder (including
amounts  payable to such Lender pursuant to subsections 2.6D, 2.7 and 3.6) shall
be  determined  as if such Lender had not sold such participation; provided that
                                                                   --------
Company  shall  continue  to deal solely and directly with the Lender which sold
such participation in connection with such Lender's rights and obligations under
this  Agreement  and  each of the other Loan Documents.  Company and each Lender
hereby  acknowledge  and agree that, solely for purposes of subsections 10.4 and
10.5,  (a) any participation will give rise to a direct obligation of Company to
the  participant  and  (b) the participant shall be considered to be a "Lender".
D.     Assignments to Federal Reserve Banks.  In addition to the assignments and
participations permitted under the foregoing provisions of this subsection 10.1,
any Lender may assign and pledge all or any portion of its Loans, the other
Obligations owed to such Lender, and its Notes to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank; provided that (i) no Lender shall, as between Company and such Lender, be
      --------
relieved of any of its obligations hereunder as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered to
be a "Lender" or be entitled to require the assigning Lender to take or omit to
take any action hereunder.  Any Lender that is a fund that invests in bank loans
may, without the consent of Administrative Agent or Company, pledge all or any
portion of its Loans and Notes to any trustee for, or any other representative
of, holders of obligations owed, or securities issued, by such fund, as security
for such obligations or securities, provided that any foreclosure or similar
                                    --------
action by such trustee or other representative shall be subject to the
provisions of subsection 10.1B concerning assignments (including, without
limitation, any required consents); provided further, that no Lender shall, as
                                    -------- -------
between Company and such Lender, be relieved of any of its obligations hereunder
as a result of any such pledge.
E.     Information.  Each Lender may furnish any information concerning Company
and its Subsidiaries in the possession of that Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject to subsection 10.19.
F.     Representations of Lenders.  Each Lender listed on the signature pages
hereof hereby represents and warrants (i) that it is an Eligible Assignee
described in clause (A) of the definition thereof; (ii) that it has experience
and expertise in the making or purchasing of loans such as the Loans; and (iii)
that it will make or purchase its Loans for its own account in the ordinary
course of its business and without a view to distribution of such Loans within
the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this
subsection 10.1, the disposition of such Loans or any interests therein shall at
all times remain within its exclusive control).  Each Lender that becomes a
party hereto pursuant to an Assignment Agreement shall be deemed to agree that
the representations and warranties of such Lender contained in Section 2(c) of
such Assignment Agreement are incorporated herein by this reference.
10.2     Expenses.
         --------
     Whether  or  not the transactions contemplated hereby shall be consummated,
Company  agrees  to  pay  promptly  (i)  all the actual and reasonable costs and
expenses  of Administrative Agent in connection with the preparation of the Loan
Documents  and any consents, amendments, waivers or other modifications thereto;
(ii)  all the costs of furnishing all opinions by counsel for Company (including
any opinions requested by Lenders as to any legal matters arising hereunder) and
of Company's performance of and compliance with all agreements and conditions on
its  part  to  be  performed or complied with under this Agreement and the other
Loan  Documents  including  with  respect  to  confirming  compliance  with
environmental,  insurance  and solvency requirements; (iii) the reasonable fees,
expenses  and  disbursements  of  counsel  to  Administrative  Agent  (including
allocated  costs  of  internal  counsel)  in  connection  with  the negotiation,
preparation,  execution  and  administration  of  the  Loan  Documents  and  any
consents,  amendments,  waivers  or  other  modifications  thereto and any other
documents  or  matters  requested  by  Company;  (iv)  all  the actual costs and
reasonable  expenses of creating and perfecting Liens in favor of Administrative
Agent on behalf of Lenders pursuant to any Collateral Document, including filing
and recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title  insurance  premiums,  and  reasonable fees, expenses and disbursements of
counsel  to  Administrative  Agent  and  of  counsel providing any opinions that
Administrative  Agent  or  Requisite  Lenders  may  request  in  respect  of the
Collateral  Documents  or the Liens created pursuant thereto; (v) all the actual
costs  and  reasonable  expenses  (including  the  reasonable fees, expenses and
disbursements  of  any auditors, accountants or appraisers and any environmental
or other consultants, advisors and agents employed or retained by Administrative
Agent  or  its  counsel)  of obtaining and reviewing any appraisals provided for
under subsection 4.1L and any environmental audits or reports provided for under
subsection  4.1M  or  6.9B(viii); (vi) the custody or preservation of any of the
Collateral; (vii) all other actual and reasonable costs and expenses incurred by
Administrative  Agent  in connection with the syndication of the Commitments and
the  negotiation,  preparation  and  execution  of  the  Loan  Documents and any
consents,  amendments,  waivers  or  other  modifications  thereto  and  the
transactions  contemplated  thereby;  and (viii) after the occurrence and during
the  continuation of an Event of Default and an acceleration of the Obligations,
all  costs  and  expenses,  including  reasonable  attorneys'  fees  (including
allocated  costs  of  internal  counsel)  and  costs  of settlement, incurred by
Administrative  Agent  and  Lenders  in  enforcing  any  Obligations  of  or  in
collecting  any  payments  due  from any Loan Party hereunder or under the other
Loan  Documents by reason of such acceleration (including in connection with the
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Subsidiary Guaranty) or in connection with any refinancing or
restructuring  of  the  credit arrangements provided under this Agreement in the
nature  of a "work-out" or pursuant to any insolvency or bankruptcy proceedings;
provided  that  Company  shall  not  be  responsible  for  expenses  relating to
--------
assignments  between  Lenders  made  pursuant  to  subsection  10.1.
--------
10.3     Indemnity.
         ---------
     In addition to the payment of expenses pursuant to subsection 10.2, whether
or not the transactions contemplated hereby shall be consummated, Company agrees
to  defend  (subject  to  Indemnitees' selection of counsel), indemnify, pay and
hold  harmless  Administrative  Agent  and Lenders, and the officers, directors,
employees,  agents  and  affiliates  of  Administrative  Agent  and  Lenders
(collectively  called  the  "Indemnitees"),  from  and  against  any  and  all
Indemnified  Liabilities  (as  hereinafter defined); provided that Company shall
                                                     --------
not  have  any  obligation  to  any  Indemnitee  hereunder  with  respect to any
Indemnified  Liabilities  to  the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee as determined by a
final  judgment  of  a  court  of  competent  jurisdiction.
As  used  herein,  "Indemnified  Liabilities"  means,  collectively, any and all
liabilities,  obligations, losses, damages (including natural resource damages),
penalties,  actions,  judgments, suits, claims (including Environmental Claims),
costs  (including  the  costs  of  any  investigation, study, sampling, testing,
abatement,  cleanup,  removal, remediation or other response action necessary to
remove, remediate, clean up or abate any Hazardous Materials Activity), expenses
and  disbursements  of  any  kind or nature whatsoever (including the reasonable
fees  and  disbursements  of  counsel  for  Indemnitees  in  connection with any
investigative,  administrative or judicial proceeding commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or
a  potential  party thereto, and any fees or expenses incurred by Indemnitees in
enforcing  this  indemnity), whether direct or indirect and whether based on any
federal,  state  or  foreign  laws,  statutes,  rules  or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental
Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed  on, incurred by, or asserted against any such Indemnitee, in any manner
relating  to or arising out of (i) this Agreement or the other Loan Documents or
the  Related  Agreements  or  the  transactions  contemplated  hereby or thereby
(including Lenders' agreement to make the Loans hereunder or the use or intended
use  of  the  proceeds thereof or the issuance of Letters of Credit hereunder or
the  use  or  intended use of any thereof, or any enforcement of any of the Loan
Documents (including any sale of, collection from, or other realization upon any
of  the  Collateral  or  the  enforcement  of the Subsidiary Guaranty), (ii) the
statements contained in the commitment letter delivered by any Lender to Company
with  respect  thereto,  or  (iii)  any  Environmental  Claim  or  any Hazardous
Materials Activity relating to or arising from, directly or indirectly, any past
or present activity, operation, land ownership, or practice of Company or any of
its  Subsidiaries.
To  the extent that the undertakings to defend, indemnify, pay and hold harmless
set  forth  in  this  subsection  10.3  may be unenforceable in whole or in part
because they are violative of any law or public policy, Company shall contribute
the maximum portion that it is permitted to pay and satisfy under applicable law
to  the  payment  and  satisfaction  of  all Indemnified Liabilities incurred by
Indemnitees  or  any  of  them.
10.4     Set-Off; Security Interest in Deposit Accounts.
         ----------------------------------------------
     In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence and continuance
of  any Event of Default each Lender is hereby authorized by Company at any time
or  from  time  to time, without prior notice to Company or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and
to  apply  any  and  all  deposits  (general  or special, including Indebtedness
evidenced  by  certificates  of  deposit,  whether matured or unmatured, but not
including  trust  accounts) and any other Indebtedness at any time held or owing
by  that  Lender  to  or for the credit or the account of Company against and on
account  of the obligations and liabilities of Company to that Lender under this
Agreement,  the  Letters of Credit and participations therein and the other Loan
Documents,  including  all claims of any nature or description arising out of or
connected  with this Agreement, the Letters of Credit and participations therein
or any other Loan Document, irrespective of whether or not (i) that Lender shall
have  made  any demand hereunder or (ii) the principal of or the interest on the
Loans  or  any  amounts in respect of the Letters of Credit or any other amounts
due  hereunder  shall  have  become  due  and  payable pursuant to Section 8 and
although  said obligations and liabilities, or any of them, may be contingent or
unmatured.  Company  hereby  further  grants  to  Administrative  Agent and each
Lender  a  security  interest  in  all  deposits  and  accounts  maintained with
Administrative  Agent  or  such  Lender  as  security  for  the  Obligations.
10.5     Ratable Sharing.
         ---------------
     Lenders hereby agree among themselves that if any of them shall, whether by
voluntary  payment  (other than a voluntary prepayment of Loans made and applied
in  accordance  with the terms of this Agreement), by realization upon security,
through  the  exercise of any right of set-off or banker's lien, by counterclaim
or  cross  action or by the enforcement of any right under the Loan Documents or
otherwise,  or  as  adequate  protection of a deposit treated as cash collateral
under  the  Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate  amount  of principal, interest, amounts payable in respect of Letters
of Credit, fees and other amounts then due and owing to that Lender hereunder or
under  the  other  Loan  Documents (collectively, the "Aggregate Amounts Due" to
such  Lender)  which is greater than the proportion received by any other Lender
in  respect  of  the Aggregate Amounts Due to such other Lender, then the Lender
receiving  such  proportionately greater payment shall (i) notify Administrative
Agent  and  each  other  Lender  of the receipt of such payment and (ii) apply a
portion  of such payment to purchase participations (which it shall be deemed to
have  purchased  from  each  seller  of  a participation simultaneously upon the
receipt  by such seller of its portion of such payment) in the Aggregate Amounts
Due  to  the  other Lenders so that all such recoveries of Aggregate Amounts Due
shall  be  shared  by  all Lenders in proportion to the Aggregate Amounts Due to
them;  provided  that  if  all  or  part of such proportionately greater payment
       --------
received by such purchasing Lender is thereafter recovered from such Lender upon
the  bankruptcy or reorganization of Company or otherwise, those purchases shall
be  rescinded  and  the  purchase  prices  paid for such participations shall be
returned  to  such purchasing Lender ratably to the extent of such recovery, but
without  interest.  Company  expressly consents to the foregoing arrangement and
agrees  that any holder of a participation so purchased may exercise any and all
rights  of  banker's  lien,  set-off or counterclaim with respect to any and all
monies  owing by Company to that holder with respect thereto as fully as if that
holder  were  owed  the  amount  of  the  participation  held  by  that  holder.
10.6     Amendments and Waivers.
         ----------------------
     No  amendment, modification, termination or waiver of any provision of this
Agreement or of the Notes, and no consent to any departure by Company therefrom,
shall  in  any  event  be effective without the written concurrence of Requisite
Lenders;  provided that any such amendment, modification, termination, waiver or
          --------
consent  which:
(a)     changes  in  any  manner  the  definition  of  "Pro  Rata  Share" or the
definition  of  "Requisite  Lenders";
(b)     changes in any manner any provision of this Agreement which, by its
terms, expressly requires the approval or concurrence of all Lenders;
(c)     postpones the date or reduces the amount of any scheduled payment (but
not prepayment) of principal of any of the Loans (provided, however, that any
                                                  --------  -------
amendment, modification, termination, waiver or consent which postpones or
extends the Revolving Loan Commitment Termination Date shall be effective if
evidenced in a writing signed by or on behalf of all Revolving Lenders only);
(d)     postpones the date on which any interest or any fees are payable;
decreases the interest rate borne by any of the Loans (other than any waiver of
any increase in the interest rate applicable to any of the Loans pursuant to
subsection 2.2E) or the amount of any fees payable hereunder;
(e)     increases the maximum duration of Interest Periods permitted hereunder;
(f)     reduces the amount or postpones the due date of any amount payable in
respect of, or extends the required expiration date of, any Letter of Credit;
(g)     changes in any manner the obligations of Lenders relating to the
purchase of participations in Letters of Credit;
(h)     releases any Lien granted in favor of Administrative Agent with respect
to all or substantially all of the Collateral;
(i)     releases all or substantially all of the Subsidiary Guarantors from
their obligations under the Subsidiary Guaranty, in each case other than in
accordance with the terms of the Loan Documents; or
(j)     changes in any manner the provisions contained in subsection 8.1 or this
subsection 10.6
shall  be effective only if evidenced by a writing signed by or on behalf of all
Lenders.
     In  addition,
     (i)     any  amendment,  modification,  termination or waiver of any of the
provisions  contained  in  Section  4  shall be effective only if evidenced by a
writing  signed  by  or on behalf of Administrative Agent and Requisite Lenders;
(ii)     no  amendment,  modification, termination or waiver of any provision of
any  Note shall be effective without the written concurrence of the Lender which
is  the  holder  of  that  Note;
(iii)     no  amendment, modification, termination or waiver of any provision of
subsection  2.1A(i)-(iv) or of any other provision of this Agreement relating to
the  Term  Loan Commitments or the Revolving Loan Commitments shall increase the
Commitments  of  any  Lender  over the amount thereof then in effect without the
consent  of  such  Lender (it being understood that amendments, modifications or
waivers  of  conditions  precedent,  covenants  or  Events  of  Default  or of a
mandatory  reduction  in the Commitments shall not constitute an increase of the
Commitment  of  any Lender, and that an increase in the available portion of any
Commitment  of  any Lender shall not constitute an increase in the Commitment of
such  Lender);
(iv)     no  amendment,  modification, termination or waiver of any provision of
subsection  2.1A(v)  or of any other provision of this Agreement relating to the
Swing  Line  Loan  Commitment or the Swing Line Loans shall be effective without
the  written  concurrence  of  Swing  Line  Lender;
(v)     no  amendment,  modification,  termination or waiver of any provision of
Section  9  or  of  any  other  provision of this Agreement which, by its terms,
expressly  requires the approval or concurrence of Administrative Agent shall be
effective  without  the  written  concurrence  of  Administrative  Agent;
(vi)     subject  to clause (vii) below, no amendment, modification, termination
or  waiver  of  any provision of subsection 2.4 which has the effect of changing
any  interim  scheduled  payments,  voluntary  and  mandatory  prepayments,  or
Commitment  reductions  applicable  to  any  Class  in  a  manner  that
disproportionately  disadvantages such Class relative to the other Classes shall
be  effective without the written concurrence of Requisite Class Lenders of such
Class  (it  being understood and agreed that, subject to clause (vii) below, any
amendment,  modification,  termination  or  waiver  of  voluntary  or  mandatory
prepayment,  or Commitment reduction from those set forth in subsection 2.4 with
respect  to  one Class but not the other Classes shall be deemed to disadvantage
such  Class  for  purposes  of  this  clause  (vi));  and
(vii)     any amendment, modification, termination or waiver which has as one of
its  purposes the refinancing of any of the then outstanding Types of Term Loans
by  adding  new tranches of Term Loans and/or increasing any then existing Types
of  Term Loans and/or Commitments (subject to the preceeding clause (iii)) shall
be effective if evidenced by a writing signed by or on behalf of Requisite Class
Lenders  of  those  Classes  of  Lenders  not  being  so  refinanced.
     Administrative  Agent  may,  but  shall  have  no  obligation  to, with the
concurrence  of  any  Lender,  execute  amendments,  modifications,  waivers  or
consents  on  behalf  of  that Lender.  Any waiver or consent shall be effective
only  in  the  specific  instance  and for the specific purpose for which it was
given.  No  notice  to or demand on Company in any case shall entitle Company to
any  other  or  further notice or demand in similar or other circumstances.  Any
amendment,  modification,  termination, waiver or consent effected in accordance
with  this  subsection  10.6  shall  be  binding  upon  each  Lender at the time
outstanding,  each  future  Lender  and,  if  signed  by  Company,  on  Company.
10.7     Independence of Covenants.
         -------------------------
     All  covenants  hereunder  shall  be  given independent effect so that if a
particular  action  or  condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the  limitations of, another covenant shall not avoid the occurrence of an Event
of  Default  or  Potential Event of Default if such action is taken or condition
exists.
10.8     Notices.
         -------
     Unless  otherwise  specifically  provided  herein,  any  notice  or  other
communication  herein  required or permitted to be given shall be in writing and
may  be  personally  served,  or  sent by telefacsimile or United States mail or
courier  service and shall be deemed to have been given when delivered in person
or  by  courier  service,  upon receipt of telefacsimile, or three Business Days
after  depositing it in the United States mail with postage prepaid and properly
addressed;  provided that notices to Administrative Agent shall not be effective
            --------
until received.  For the purposes hereof, the address of each party hereto shall
be  as set forth under such party's name on the signature pages hereof or (i) as
to  Company  and Administrative Agent, such other address as shall be designated
by  such  Person  in  a written notice delivered to the other parties hereto and
(ii)  as  to each other party, such other address as shall be designated by such
party  in  a  written  notice  delivered  to  Administrative  Agent.
10.9     Survival of Representations, Warranties and Agreements.
         ------------------------------------------------------
A.     All  representations, warranties and agreements made herein shall survive
the execution and delivery of this Agreement and the making of the Loans and the
     issuance  of  the  Letters  of  Credit  hereunder.
B.     Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Company set forth in subsections 2.6D, 2.7, 3.5A,
3.6, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in subsections
9.2C, 9.4 and 10.5 shall survive the payment of the Loans, the cancellation or
expiration of the Letters of Credit and the reimbursement of any amounts drawn
thereunder, and the termination of this Agreement.
10.10     Failure or Indulgence Not Waiver; Remedies Cumulative.
          -----------------------------------------------------
     No  failure  or  delay on the part of Administrative Agent or any Lender in
the  exercise of any power, right or privilege hereunder or under any other Loan
Document  shall  impair  such  power, right or privilege or be construed to be a
waiver  of  any default or acquiescence therein, nor shall any single or partial
exercise  of  any  such  power,  right  or  privilege  preclude other or further
exercise  thereof  or  of  any  other power, right or privilege.  All rights and
remedies  existing  under  this  Agreement  and  the  other  Loan  Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.
10.11     Marshalling; Payments Set Aside.
          -------------------------------
     Neither  Administrative  Agent nor any Lender shall be under any obligation
to  marshal  any  assets in favor of Company or any other party or against or in
payment  of  any  or all of the Obligations.  To the extent that Company makes a
payment  or  payments  to  Administrative Agent or Lenders (or to Administrative
Agent  for  the  benefit of Lenders), or Administrative Agent or Lenders enforce
any  security  interests or exercise their rights of setoff, and such payment or
payments  or  the proceeds of such enforcement or setoff or any part thereof are
subsequently  invalidated,  declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy  law,  any  other  state  or federal law, common law or any equitable
cause,  then,  to  the  extent  of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or  related  thereto, shall be revived and continued in full force and effect as
if  such payment or payments had not been made or such enforcement or setoff had
not  occurred.
10.12     Severability.
          ------------
     In  case  any  provision in or obligation under this Agreement or the Notes
shall  be  invalid,  illegal or unenforceable in any jurisdiction, the validity,
legality  and  enforceability  of the remaining provisions or obligations, or of
such  provision or obligation in any other jurisdiction, shall not in any way be
affected  or  impaired  thereby.
10.13     Obligations Several; Independent Nature of Lenders' Rights.
          ----------------------------------------------------------
     The  obligations  of  Lenders  hereunder are several and no Lender shall be
responsible  for  the  obligations or Commitments of any other Lender hereunder.
Nothing  contained  herein or in any other Loan Document, and no action taken by
Lenders  pursuant  hereto or thereto, shall be deemed to constitute Lenders as a
partnership,  an  association,  a joint venture or any other kind of entity. The
amounts  payable  at  any  time hereunder to each Lender shall be a separate and
independent  debt,  and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender  to  be joined as an additional party in any proceeding for such purpose.
10.14     Headings.
          --------
     Section  and  subsection headings in this Agreement are included herein for
convenience  of reference only and shall not constitute a part of this Agreement
for  any  other  purpose  or  be  given  any  substantive  effect.
10.15     Applicable Law.
          --------------
     THIS  AGREEMENT  AND  THE  RIGHTS  AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL  BE  GOVERNED  BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE  INTERNAL  LAWS  OF  THE  STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF  LAWS  PRINCIPLES.
10.16     Successors and Assigns.
          ----------------------
     This  Agreement  shall  be  binding  upon  the  parties  hereto  and  their
respective  successors and assigns and shall inure to the benefit of the parties
hereto  and  the  successors  and  assigns  of Lenders (it being understood that
Lenders'  rights  of  assignment  are  subject  to  subsection  10.1).  Neither
Company's  rights  or  obligations  hereunder  nor  any  interest therein may be
assigned  or  delegated  by  Company  without  the  prior written consent of all
Lenders.
10.17     Consent to Jurisdiction and Service of Process.
          ----------------------------------------------
     ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS THEREUNDER, MAY
BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY  AND  CITY  OF  NEW  YORK.  BY  EXECUTING  AND DELIVERING THIS AGREEMENT,
COMPANY,  FOR  ITSELF  AND  IN  CONNECTION  WITH  ITS  PROPERTIES,  IRREVOCABLY
     (I)     ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION
AND  VENUE  OF  SUCH  COURTS;
(II)     WAIVES  ANY  DEFENSE  OF  FORUM  NON  CONVENIENS;
(III)     AGREES  THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT  MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
COMPANY  AT  ITS  ADDRESS  PROVIDED  IN  ACCORDANCE  WITH  SUBSECTION  10.8;
(IV)     AGREES  THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO
CONFER  PERSONAL  JURISDICTION  OVER  COMPANY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
(V)     AGREES  THAT  LENDERS  RETAIN  THE  RIGHT  TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY IN THE COURTS OF
ANY  OTHER  JURISDICTION;  AND
(VI)     AGREES  THAT  THE  PROVISIONS  OF  THIS  SUBSECTION  10.17  RELATING TO
JURISDICTION  AND  VENUE  SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT
PERMISSIBLE  UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.
10.18     Waiver of Jury Trial.
          --------------------
     EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF  THIS  AGREEMENT  OR  ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN
THEM  RELATING  TO  THE  SUBJECT  MATTER  OF  THIS  LOAN  TRANSACTION  OR  THE
LENDER/BORROWER  RELATIONSHIP  THAT  IS  BEING  ESTABLISHED.  The  scope of this
waiver  is  intended  to be all-encompassing of any and all disputes that may be
filed  in  any  court and that relate to the subject matter of this transaction,
including  contract  claims,  tort  claims,  breach of duty claims and all other
common  law  and  statutory  claims.  Each  party  hereto acknowledges that this
waiver is a material inducement to enter into a business relationship, that each
has already relied on this waiver in entering into this Agreement, and that each
will  continue  to  rely  on this waiver in their related future dealings.  Each
party  hereto  further  warrants and represents that it has reviewed this waiver
with  its  legal  counsel  and that it knowingly and voluntarily waives its jury
trial  rights  following  consultation  with  legal  counsel.  THIS  WAIVER  IS
IRREVOCABLE,  MEANING  THAT  IT  MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION
10.18  AND  EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO  ANY  SUBSEQUENT  AMENDMENTS,  RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT  OR  ANY  OF  THE  OTHER  LOAN  DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS  RELATING  TO  THE LOANS MADE HEREUNDER.  In the event of litigation,
this  Agreement  may  be  filed  as  a  written consent to a trial by the court.
10.19     Confidentiality.
          ---------------
     Each  Lender shall hold all non-public information obtained pursuant to the
requirements  of  this  Agreement  which  has been identified as confidential by
Company  in  accordance  with  such  Lender's  customary procedures for handling
confidential  information  of  this nature and in accordance with safe and sound
commercial  lending  or  banking  practices,  it  being understood and agreed by
Company  that  in  any event a Lender may make disclosures to Affiliates of such
Lender or disclosures reasonably required by any bona fide prospective assignee,
transferee  or  participant  that agrees to be bound by this subsection 10.19 in
connection  with  the  contemplated assignment or transfer by such Lender of any
Loans  or any participations therein or disclosures required or requested by any
governmental or regulatory agency or representative thereof or pursuant to court
order,  subpoena  or  other  legal  process;  provided that, unless specifically
                                              --------
prohibited  by  applicable  law,  regulation  or  court order, each Lender shall
notify  Company  of  any  request  by  any  governmental or regulatory agency or
representative  thereof  (other  than  any  such  request in connection with any
examination  of  the  financial condition of such Lender by such governmental or
regulatory  agency)  for  disclosure of any such non-public information prior to
disclosure  of such information; and provided further that in no event shall any
                                     -------- -------
Lender  be  obligated  or  required  to  return any materials furnished by or on
behalf  of  Company  or  any  of  its  Subsidiaries.
10.20     Counterparts; Effectiveness.
          ---------------------------
     This  Agreement and any amendments, waivers, consents or supplements hereto
or  in  connection herewith may be executed in any number of counterparts and by
different  parties  hereto  in  separate  counterparts,  each  of  which when so
executed  and  delivered  shall be deemed an original, but all such counterparts
together  shall  constitute but one and the same instrument; signature pages may
be  detached  from  multiple  separate  counterparts  and  attached  to a single
counterpart  so  that  all  signature  pages are physically attached to the same
document.  This  Agreement  shall  become  effective  upon  the  execution  of a
counterpart  hereof  by  each  of  the parties hereto and receipt by Company and
Administrative Agent of written or telephonic notification of such execution and
authorization  of  delivery  thereof.

                  [Remainder of page intentionally left blank]

<PAGE>
LA1:871673.8     S-4
LA1:871673.8     S-1

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized  as  of  the  date  first  written  above.
     COMPANY:
ISLE OF CAPRI CASINOS, INC.
By:
     Allan B. Solomon
     Executive Vice President
Notice Address:
1641 Popps Ferry Road
Suite B-1
Biloxi, Mississippi  39532
Facsimile: (228) 396-2634
Attention: Rexford A. Yeisley


<PAGE>
LENDERS:
CANADIAN IMPERIAL BANK OF COMMERCE,    as Administrative Agent and Issuing
Lender
By:
     Paul J. Chakmak
     Managing Director
     CIBC World Markets Corp., AS AGENT


Notice Address:

425 Lexington Avenue                        New York, NY  10017
Facsimile No.:  (212) 856-3763           Attention:  Agency Services Department

<PAGE>
CIBC INC., as Lender and Swing Line Lender
By:
     Paul J. Chakmak
     Managing Director
     CIBC World Markets Corp., AS AGENT

Notice Address:

     350 South Grand Avenue                   Suite 2600
Los Angeles, CA  90071
     Facsimile No.:  (213) 346-0157
     Attention:  Mr. Paul J. Chakmak


<PAGE>
BANKERS TRUST COMPANY, as Syndication Agent and Co-Arranger
By:




Notice Address:


     Facsimile No.:
     Attention:


<PAGE>

LA1:871673.8     ii

LA1:871673.8









                                  $600,000,000
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT
                            DATED AS OF MARCH 2, 2000
                                      AMONG
                          ISLE OF CAPRI CASINOS, INC.,
                                  as Borrower,
                           THE LENDERS LISTED HEREIN,
                                   as Lenders,
                       CANADIAN IMPERIAL BANK OF COMMERCE,
                   as Administrative Agent and Issuing Lender,

                             BANKERS TRUST COMPANY,
                      as Syndication Agent and Co-Arranger,

                                       and

                    THE CIT GROUP/EQUIPMENT FINANCING, INC.,
                             as Documentation Agent



                                  ARRANGED BY:
                            CIBC WORLD MARKETS CORP.



<PAGE>
                                TABLE OF CONTENTS
                                   (continued)
                                                                            Page

                              LA1:871673.8     -v-

                                TABLE OF CONTENTS

                                                                            Page

                              LA1:871673.8     -i-

Section 1.     DEFINITIONS     2
1.1     Certain Defined Terms     2
1.2     Accounting Terms; Utilization of GAAP for Purposes of Calculations
Under Agreement     38
1.3     Other Definitional Provisions and Rules of Construction     38
Section 2.     AMOUNTS AND TERMS OF COMMITMENTS AND LOANS     38
2.1     Commitments; Making of Loans; the Register; Notes     38
2.2     Interest on the Loans     48
2.3     Fees     51
2.4     Repayments, Prepayments and Reductions in Loans and Revolving Loan
Commitments; General Provisions Regarding Payments; Application of Proceeds of
Collateral and Payments Under Subsidiary Guaranty     52
2.5     Use of Proceeds     64
2.6     Special Provisions Governing Eurodollar Rate Loans     64
2.7     Increased Costs; Taxes; Capital Adequacy     67
2.8     Obligation of Lenders and Issuing Lenders to Mitigate; Replacement of
Lender     71
Section 3.     LETTERS OF CREDIT     72
3.1     Issuance of Letters of Credit and Lenders' Purchase of Participations
Therein     72
3.2     Letter of Credit Fees     74
3.3     Drawings and Reimbursement of Amounts Paid Under Letters of Credit
75
3.4     Obligations Absolute     77
3.5     Indemnification; Nature of Issuing Lenders' Duties     78
3.6     Increased Costs and Taxes Relating to Letters of Credit     79
Section 4.     CONDITIONS TO LOANS AND LETTERS OF CREDIT     80
4.1     Conditions to Term Loans, Revolving Loans and Swing Line Loans     81
4.2     Conditions to All Loans     89
4.3     Conditions to Letters of Credit     90
Section 5.     COMPANY'S REPRESENTATIONS AND WARRANTIES     90
5.1     Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries     91
5.2     Authorization of Borrowing, etc.     91
5.3     Financial Condition     93
5.4     No Material Adverse Change; No Restricted Junior Payments     94
5.5     Title to Properties; Liens; Real Property     94
5.6     Litigation; Adverse Facts     95
5.7     Payment of Taxes     95
5.8     Performance of Agreements; Materially Adverse Agreements; Material
Contracts     96
5.9     Governmental Regulation     96
5.10     Securities Activities     96
5.11     Employee Benefit Plans     97
5.12     Certain Fees     97
5.13     Environmental Protection     97
5.14     Employee Matters     98
5.15     Solvency     98
5.16     Matters Relating to Collateral     98
5.17     Related Agreements     100
5.18     Disclosure     100
5.19     Year 2000 Compliance     100
Section 6.     COMPANY'S AFFIRMATIVE COVENANTS     101
6.1     Financial Statements and Other Reports     101
6.2     Corporate Existence, etc.     107
6.3     Payment of Taxes and Claims; Tax Consolidation     107
6.4     Maintenance of Properties; Insurance     107
6.5     Inspection Rights     108
6.6     Compliance with Laws, etc.; Maintenance of Gaming and Liquor Licenses
108
6.7     Environmental Review and Investigation, Disclosure, Etc.; Company's
Actions Regarding Hazardous Materials Activities, Environmental Claims and
Violations of Environmental Laws     109
6.8     Execution of Subsidiary Guaranty and Personal Property Collateral
Documents by Certain Subsidiaries and Future Subsidiaries     111
6.9     Conforming Leasehold Interests; Matters Relating to Additional Real
Property Collateral; Additional Ship Mortgages     112
Section 7.     COMPANY'S NEGATIVE COVENANTS     114
7.1     Indebtedness     114
7.2     Liens and Related Matters     116
7.3     Investments; Joint Ventures     117
7.4     Contingent Obligations     118
7.5     Restricted Junior Payments     119
7.6     Financial Covenants     119
7.7     Restriction on Fundamental Changes; Asset Sales and Primary
Acquisitions     121
7.8     Consolidated Capital Expenditures     122
7.9     Restriction on Leases     125
7.10     Sales and Lease-Backs     125
7.11     Sale or Discount of Receivables     125
7.12     Transactions with Shareholders and Affiliates     125
7.13     Disposal of Subsidiary Stock     126
7.14     Conduct of Business     126
7.15     Amendments or Waivers of Certain Related Agreements; Amendments of
Documents Relating to Subordinated Indebtedness; Designation of "Designated
Senior Indebtedness"     126
7.16     Fiscal Year     127
Section 8.     EVENTS OF DEFAULT     127
8.1     Failure to Make Payments When Due     127
8.2     Default in Other Agreements     127
8.3     Breach of Certain Covenants     127
8.4     Breach of Warranty     128
8.5     Other Defaults Under Loan Documents     128
8.6     Involuntary Bankruptcy; Appointment of Receiver, etc.     128
8.7     Voluntary Bankruptcy; Appointment of Receiver, etc.     128
8.8     Judgments and Attachments     129
8.9     Dissolution     129
8.10     Employee Benefit Plans     129
8.11     Change of Control     129
8.12     Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of
Obligations     129
8.13     Loss of Gaming Licenses     130
8.14     Failure to Consummate Primary Acquisition     130
Section 9.     ADMINISTRATIVE AGENT     131
9.1     Appointment     131
9.2     Powers and Duties; General Immunity     132
9.3     Representations and Warranties; No Responsibility For Appraisal of
Creditworthiness     134
9.4     Right to Indemnity     134
9.5     Successor Administrative Agent and Swing Line Lender     134
9.6     Collateral Documents and Guaranties     135
9.7     Syndication Agent and Documentation Agent     136
Section 10.     MISCELLANEOUS     136
10.1     Assignments and Participations in Loans and Letters of Credit     136
10.2     Expenses     139
10.3     Indemnity     140
10.4     Set-Off; Security Interest in Deposit Accounts     140
10.5     Ratable Sharing     141
10.6     Amendments and Waivers     142
10.7     Independence of Covenants     144
10.8     Notices     144
10.9     Survival of Representations, Warranties and Agreements     144
10.10     Failure or Indulgence Not Waiver; Remedies Cumulative     144
10.11     Marshalling; Payments Set Aside     145
10.12     Severability     145
10.13     Obligations Several; Independent Nature of Lenders' Rights     145
10.14     Headings     145
10.15     Applicable Law     145
10.16     Successors and Assigns     146
10.17     Consent to Jurisdiction and Service of Process     146
10.18     Waiver of Jury Trial     147
10.19     Confidentiality     147
10.20     Counterparts; Effectiveness     148

<PAGE>


                             LA1:871673.8     -vii-



                              LA1:871673.8     -vi-

                                    EXHIBITS
I     FORM OF NOTICE OF BORROWING
II     FORM OF NOTICE OF CONVERSION/CONTINUATION
III     FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT
IV-A     FORM OF TRANCHE A TERM NOTE
IV-B     FORM OF TRANCHE B TERM NOTE
IV-C     FORM OF TRANCHE C TERM NOTE
V     FORM OF REVOLVING NOTE
VI     FORM OF SWING LINE NOTE
VII     FORM OF COMPLIANCE CERTIFICATE
VIII     FORM OF OPINION OF COUNSEL TO LOAN PARTIES
IX     FORM OF OPINION OF O'MELVENY & MYERS LLP
X     FORM OF ASSIGNMENT AGREEMENT
XI     FORM OF CERTIFICATE RE NON-DOMESTIC BANK STATUS
XII     FORM OF SUBSIDIARY GUARANTY
XIII     FORM OF SUBSIDIARY PLEDGE AGREEMENT
XIV     FORM OF SUBSIDIARY SECURITY AGREEMENT
XV     FORM OF ACKNOWLEDGEMENT AND CONSENT


<PAGE>
                                    SCHEDULES
1.1(a)     EXCLUDED LEASES
2.1     LENDERS' COMMITMENTS AND PRO RATA SHARES
4.1C     CORPORATE AND CAPITAL STRUCTURE; MANAGEMENT
4.1G     REFINANCED INDEBTEDNESS
4.1I     EFFECTIVE DATE MORTGAGED PROPERTIES
4.1K     SHIP MORTGAGES
5.1     SUBSIDIARIES
5.2C     GOVERNMENTAL CONSENTS
5.5     REAL PROPERTY
5.8     MATERIAL CONTRACTS
5.11     CERTAIN EMPLOYEE BENEFIT PLANS
7.1     CERTAIN EXISTING INDEBTEDNESS AND CAPITAL LEASES
7.2     CERTAIN EXISTING LIENS
7.3     CERTAIN EXISTING INVESTMENTS
7.4     CERTAIN EXISTING CONTINGENT OBLIGATIONS


<PAGE>

LA1:871673.8     ii

LA1:871673.8     i

     An  extra  section  break  has  been  inserted above this paragraph. Do not
delete  this  section  break  if  you  plan  to  add  text  after  the  Table of
Contents/Authorities.  Deleting  this  break  will  cause  Table  of
Contents/Authorities  headers  and  footers to appear on any pages following the
Table  of  Contents/Authorities.